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Deputy Company Secretary
Location: Leicester, Leicestershire Salary: £80000 - £100000.00 per annum + benefitsAssisting with advice on Board matters, corporate governance, legal and regulatory requirements (including Companies Act), FCA Handbook, Corporate Governance Code, LSE requirements, institutional investor guidelines ,best practice, regulatory matters and shareholder enquiries. Monitoring and updating of terms of reference for Board Committees and the Schedule of Matters Reserved for the Board.
Board and Committee meetings. Assisting with the administration of Board and Committee meetings, including preparation of agendas, collating reports and papers for distribution on the Board secure portal prior to the meetings, liaising with non-Executives and external parties as required in relation to all attendance requirements, arranging venues and attending meetings where necessary. Preparing minutes and other corporate documentation for subsidiary companies as required.
Registers. Maintaining statutory records via GEMS and a record of all Board and Committee and subsidiary minutes Liaising with US lawyers in relation to US subsidiary records.
Listing Obligations/Market Abuse Regulations. Maintaining confidential and insider lists, of PDMRs and PCAs to PDMRs, Restricted Employees and issuing briefings to persons on those lists and to PDMRs as part of induction. Advice on continuing obligations within the FCA Handbook including support on Class tests analysis.
Announcements. Assisting with the preparation, authorisation and issuance of stock exchange announcements in conjunction with the Company Secretary, Board and external advisers.
Approval of Share dealings. To monitor and refine the requisite policies and procedures in relation to PDMR's and Restricted Employees, , prepare and maintain all requisite registers, consents to deal, communications and announcements.
Policies and Procedures. Maintaining and developing appropriate legal and governance policies, procedures, associated training and monitoring, including those relating to Codes of Conduct, Conflicts of Interest, Inside Information, Anti-bribery, Gifts and Hospitality, Anti-Slavery and Human Trafficking Policy and Whistleblowing.
Share Schemes management. Advising on the share schemes and their administration taking a lead role in the annual grants and maturity of offerings in conjunction with the external scheme administrators, managing any resultant share capital increases, related block listing requirements and working with the Finance team on related tax filings.
Corporate Governance. To monitor developments in corporate governance and best practice and recommend implementation of or changes in policies and/or processes and reporting requirements, to align with developments and to prepare a quarterly governance update for the Board.
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Induction of Directors. Assist the Company Secretary in induction of new directors and drafting induction documents.
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Annual General Meeting. In conjunction with the Company Secretary to agree the date for the AGM, to co-ordinate the notice of AGM and supporting materials, distribution of the notice, arrangement of any , announcements and filings for the AGM and liaise with institutional shareholder representative bodies.
Annual Report. ,To play an active role in the production and delivery of the Annual Report, produce first drafts of the corporate governance report, the Nomination Committee report, , the directors' report and other statutory and regulatory information taking into account the up-to-date UK Corporate Governance Code and related guidance and institutional body best practice guidance, working, in particular with the Investor Relations Director and the finance team, To also input into the Directors' Remuneration Report working closely with the Company Secretary and the Executive Director of Human Resources.
Modern Slavery Act statement. Ensuring that the annual statement is published in compliance with legislation.
Board and Committee Evaluation. In conjunction with the Company Secretary to assist with the annual evaluation of the Board, the Committees and the Directors, including the Chair, with an external evaluation at least every three years.
Skills & Experience
*ICSA qualified with good academics and company secretarial experience at another UK listed PLC.
*Be used to dealing with internal management teams and comfortable with interfacing with an experienced and knowledgeable board of directors.
*Have the ability to challenge and support the organisation and top management teams.
*Be hands on, get involved with issues and support colleagues constructively; and
*Be able to communicate and work with people at all levels.
*A working knowledge of GEMS and Diligent Boardbooks would be useful but not essential
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Leena Myers
Associate Director
- leena@dmjcosec.com
- 020 3058 1449
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