Head of Secretariat

Purpose of the Job

Manage the internal governance arrangements of the Board to ensure that the arrangements for controlling material decisions in the company are appropriate, that all decisions made by the company are in line with these arrangements and that a proper audit trail exists for them.

Key requirements are to ensure the smooth running of the Board, the Board Committees, the Executive Group and the other key governance meetings including obtaining, reviewing and producing documentation prepared to a consistent and appropriate standard that is distributed on a timely basis.

Principal Accountabilities

Act as a trusted, independent and impartial advisor on all matters of Board governance.

Work with the Chairman, CEO, the Deputy CEO, Board Directors, the Company Secretary and Committee members as required to create a long-term Board agenda that is fully aligned with the strategic purpose of the company.

Ensure good management of the business of the Board and the Board committees and compliance by the Board with legislation and statutory duties.

Maintain the integrity of the internal governance of the Board and the Board committees through regular review of requirements, the Scheme of Authorities, Board Regulations, Committee Terms of Reference and the way the system works as a whole. Recommending and implementing improvements as required. Ensure that systems are in place which meet the requirements of audits of Board governance.

Ensure that all documents that are required to be filed at Companies House are produced, approved and filed by any prescribed deadlines. Ensure that the Company Secretary is at all times kept up-to-date in relation to the filing of documents at Companies House.

Main Challenges of the Job

Ensuring that the Board and Committee agendas are sufficiently strategic to provide high level direction to the company, while being sufficiently specific and detailed to provide Board members with a real understanding of current operations of the company.

Establishing systems which ensure that all material decisions made are based on appropriate, accurate information, while maintaining an acceptable balance between traceability/control and minimising the resulting overhead.

Readiness to innovate and move forward when the challenges of the present and future of the company demand it.

Exercising, and being seen to be exercising, independent judgement in the performance of the role, acting in the best interest of the company.

Delivering professional results to a constant stream of tight deadlines, despite limited direct control of input.

Managing a high level of multi-tasking, mixing cyclical tasks with one-off projects, taking account of the complex phasing of multiple series of similar and overlapping requirements.

Leading the drive to increase understanding of the need for governance and the arrangements in place, and to improve the processes and the quality of submissions.

Maintaining a broad awareness of priorities, and using this to inform forward planning of meetings, the compilation and editing of reports, etc.

Maintaining effective relationships with the Company Secretary, Board and Committee members.

Dealing appropriately with staff whose papers and reports are of poor quality or delivered after the deadlines.

Person Specification

Good interpersonal skills and confidence in dealing with people at all levels, including the authority to command compliance by Directors and members of the senior executive team with governance arrangements and the standards set for material presented to the Board and Board committees.

Membership of the ICSA: The Governance Institute is highly desirable.

Significant experience of working at Chairman, CEO and Director level in a complex organisation.

Significant experience of supporting a Board and Board committees.

Proven ability to remain independent and objective when dealing with overlapping and conflicting priorities, with exceptional judgement, tact and diplomacy.

Significant experience of filing documents at Companies House.

Good degree-level qualification or equivalent experience in a role requiring an in-depth knowledge of relevant law, including legislation and statutory duties, and current best practice relating to governance.

Excellent writing skills and ability to record and communicate meeting discussions and decisions in a clear and concise manner.

Extensive experience of, and evidence of success in, the work of a secretariat function and managing a small team.

Methodical, process driven, naturally inclined to plan and organise material and data.

Great attention to detail.

Task and delivery oriented.

Sufficient financial awareness and technical understanding to provide informed but non- expert review of papers with financial and technical content.

Ability to manage a high degree of parallel working.

Support the Chairman and Company Secretary in establishing the remit of, implementing and responding to the recommendations from any Board effectiveness reviews.

Liaise with the Chairman, CEO, the Company Secretary, the Deputy CEO, Board Directors and Committee members as required to ensure that the governance processes meet the company’s needs.

Provide or arrange for the provision of legal, financial and/or strategic advice during and outside of meetings, liaising with the Head of Legal Services and the Chief Financial Officer as necessary.

Train and advise directors and members of the senior leadership team on corporate governance matters.

Oversee development and delivery of processes to ensure the smooth running of support for each series of governance meetings.

Keep up to date with any regulatory or statutory changes and policies that might affect the company.

In consultation with the Chair and CEO, set and maintain quality standards for material presented to the Board, to ensure that all papers are timely, strategic, focussed and clear in their request of the Board.

Provide arrangements to help managers to define and prepare reports and papers with appropriate content and quality; to review and edit these as required; to encourage progressive improvement of quality of submissions; and to ensure that technical content of all kinds is intelligible to non-experts.

Arrange secretariat attendance and support at all key corporate governance meetings including preparation and distribution of agendas, minutes and action lists as required.

Prepare redacted minutes of Board meetings for publication.

Manage the Secretariat team to deliver requirements.

Be the governance champion across the organisation, providing advice on governance and ensuring that it is adhered to.

Contribute to the Deputy CEO’s strategy development and business planning process.

Oversee the management of Risk for the Secretariat.

Take reasonable care of your own and others’ health and safety and of those who may be affected in the day-to-day delivery of this role by taking personal responsibility for working to Target Zero principles.

Cooperate in all matters relating to health and safety, including following safe working procedures at all times.

Act as a role model for vision and values, behaving in ways that are in alignment with Ways of Working. Encourage and support others to do so too.

Promote equality in the workplace and adopt appropriate behaviour when interacting with colleagues.

Take necessary care to properly protect the confidentiality, integrity and availability of corporate information from unauthorised disclosure, modification or destruction. Never knowingly put information or information systems at risk.