Senior Assistant Company Secretary

3 weeks ago

Maidenhead, United Kingdom RWS Full time

**Job Purpose**:
Exciting new opportunity for an ambitious company secretarial professional to play an instrumental role in the development of a newly established company secretarial function in a dynamic, growing mid-cap (£1.3bn) business with a clear programme to enhance its corporate governance agenda.
The job holder will provide comprehensive company secretarial and administrative support within the Legal and Professional Advisory department for the Group and its subsidiaries. The role will have a significant level of responsibility and autonomy, combined with a high profile with senior management. Key role in helping shape a best-in-class function covering the core company secretarial requirements, including PLC and subsidiary company support, compliance with Companies Act, AIM Rules, DTRs, Market Abuse Regulation and other relevant guidance and administration of share schemes.

The role will sit within the wider Legal and Professional Advisory Team and will work closely with the General Counsel and Company Secretary, Co-Heads of Legal and Executive Assistants and interact with senior management in the Finance, HR and Corporate Development teams.

**Key Responsibilities**:

- Statutory Compliance - UK- Liaison with the Company’s Registrars, Sharesave carrier and company advisers, as appropriate
- Draft minutes as required and directed ensuring that all the subsidiary company minutes are maintained in sequential numbered order;
- Assist in the year-end programme and liaise with Finance and external auditors on the drafting and finalisation of annual reports for RWS Holdings plc and its subsidiary companies, with specific responsibility for ensuring filing of the statutory accounts with Companies House within the prescribed period;
- Make recommendations to the General Counsel and Company Secretary and Group Head of Tax on composition of subsidiary company directorships taking into account senior managerial changes within the Group, ensuring compliance with legal requirements and tax advice;
- Implement entity management system (Diligent Entities or equivalent] to centralise the statutory records and put in place the process for the transfer of company data onto the system;
- maintain oversight of all statutory records to ensure the accuracy of the information on Diligent Entities (or equivalent entity management system) are maintained in line with applicable laws and disclosure and filing requirements are met;
- Ensure filing of annual confirmation statement, and other statutory documents for RWS Holdings plc and UK subsidiary companies with Companies House within prescribed period;
- Ensure that the statutory requirements of the Group’s operating and dormant subsidiaries in the UK (including statutory registers) and overseas are met, liaising with advisers as appropriate;
- Ensuring that the Diligent Entities (or equivalent entity management system) database is kept up to date as appropriate to ensure timely and accurate information about all Group companies is recorded.

Statutory Compliance - Overseas- Support the Head of Legal with the implementation of an outsourced global entity managed services provider to manage international subsidiaries from a governance and regulatory standpoint;
- Support the Head of Legal in liaison with divisional/regional management and the global entity managed services provider to ensure the statutory compliance of overseas companies (c. 80 companies/branches in 30 countries).
- Assist in the incorporation of overseas subsidiary companies in conjunction with other Departments to meet business needs.
- Prepare subsidiary company directors’ share interest schedules for year-end overseas subsidiary accounts;
RWS Holdings plc Board and Board Committees- Assist in the preparation of documents for PLC Board and Board Committee meetings and follow up after Board meetings as requested;
- Draft Board Committee minutes as directed.

AGM/EGM- Assist with the drafting of the Notice of Annual General Meeting and supporting documentation, ensuring that all statutory requirements are met and Notices are sent to shareholders in a timely manner;
- In conjunction with the General Counsel and Company Secretary, ensure that Proxy votes are monitored by the Company’s Registrar and displayed at the general meeting and on the Company’s website;
- Assist with planning for the AGM, liaising with the Registrars and legal advisers as necessary to ensure a smooth process.

Annual Report/Year End- Assist in the preparation of the sections of the Company’s Annual Report, in particular taking responsibility for the drafting of the sections relating to Directors’ Report, Directors’ biographies, Principal Subsidiaries and Shareholder information;
- Assist in the preparation of documentation as required to serve the information needs of Finance and Tax departments, divisions and auditors at the half-year and year-end e.g. directors’ interests and information on share option schemes.

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