Company Secretarial Assistant

6 months ago

London, United Kingdom Pearson Full time

Job Title: Company Secretarial Assistant

Department: Company Secretarial, Legal

Location: 80 Strand, London. This is a hybrid working position however leans towards remote working.

**Our Organisation**

Learning is the most powerful force for change in the world. More than 20,000 Pearson employees deliver our products and services in nearly 200 countries, all working towards a common purpose - to help everyone achieve their potential through learning. We do that by providing high quality, digital content and learning experiences, as well as assessments and qualifications that help people build their skills and grow with the world around them. We are the world’s leading learning company.

At Pearson (FTSE 100) we believe in the power of difference; harnessing the unique skills, perspectives, and backgrounds of every employee helps us foster innovation and create the most effective solutions for learners around the world. That’s why we’re committed to ensuring that diversity and inclusion are embedded into everything we do. We foster a work environment that’s inclusive and diverse — and where our people can be themselves — so we can reflect the customers and learners we serve. You can learn more about our commitment to a diverse and inclusive culture here:
**Summary of Role**:
The Company Secretarial team comprises dedicated professionals focused on ensuring that Pearson complies with good corporate governance practices and associated laws and regulations. Pearson is a FTSE 100-listed company, with an ADR programme listed on the New York Stock Exchange, and entities in approximately 70 countries.

We are looking for a Company Secretarial Assistant to play a lead role in managing our group subsidiaries and driving the continued implementation of our global governance framework. In addition, you will work on a range of listed company and group-level activities including annual report and year-end processes, share capital management, intra-group transactions and corporate projects.

This is a varied role for an experienced and driven company secretarial professional, offering good development opportunities. You will have ownership and accountability for a number of aspects of the team’s work from day one, while working closely with the Senior Assistant Company Secretary who will provide guidance, coaching and advice in your day-to-day role.

**Duties and responsibilities include**:
**Subsidiary entity management**:
The role has direct day-to-day responsibility for UK entity management and requires close collaboration with colleagues and oversight of external providers in respect of US and Rest of World entities. Duties include:

- Maintain statutory records and associated filings for Pearson plc and UK subsidiaries in a timely and accurate manner, including through GEMS, working closely with the Company Secretarial Administrator
- Collaborate with colleagues and oversee external providers in respect of non-UK matters, including offering advice and input on complex topics, ensuring compliance with internal protocols and policies, seeking approvals, managing filings and supporting escalation where needed
- Oversee good standing status for US subsidiaries including the progress of monthly filings for registrations in all US states; maintain the relationship with our US registered agent and oversee correct billing
- Manage document approval requests relating to UK subsidiaries, including Powers of Attorney, Forms of Proxy, Inter-Company agreements, shareholder resolutions
- Support production and review of UK subsidiary company accounts in respect of company secretarial disclosures (i.e. shares, dividends, s172 statements etc)
- Support the Senior Assistant Company Secretary in respect of committee administration of the main UK operating entity, including production of meeting agendas, collating papers and minute-taking.

**Global subsidiary governance**:

- Maintain and develop global governance policies, including on Legal Entity Changes and duties of Global Governance Representatives, including supporting their implementation, monitoring compliance and updating as needed
- Identify opportunities for continuous improvement in global subsidiary governance practices
- Oversee the production and maintenance of group structure chart and answer related queries.

**Projects and transactions**:
Working under the guidance of Senior Assistant Company Secretary where appropriate, assist and advise on:

- Ad hoc corporate projects including group re-organisations, M&A activity, purchases of own shares, changes to subsidiary company articles, corporate governance and statutory audits etc
- Drafting and reviewing transaction documentation including, but not limited to, minutes, agreements / deeds, subscription letters, stock transfer forms, share certificates.

**PLC / Group support**:

- Assist with year-end duties related to Pearson plc’s annual report, AGM, 20-F and audit process
- Maintain restricted per

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