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Senior Assistant Company Secretary

2 weeks ago

London, United Kingdom Pearson Full time

**Overview of role**:
The Senior Assistant Company Secretary will support the SVP General Counsel & Company Secretary and the VP Deputy Company Secretary in delivering the highest standards of corporate and subsidiary governance for Pearson.

In this role, you will also be Company Secretarial lead on the Annual Report and Form 20-F and Pearson’s Annual General Meeting, working closely with colleagues from Investor Relations and Finance, among others. You will advise on matters of company law, corporate governance and the regulatory environment; be responsible for advising on and delivering subsidiary company transactions and ensuring robust subsidiary governance and compliance processes; and contribute to a range of projects associated with the Pearson’s duties and responsibilities as a global business and UK and US listed FTSE 100 company. You will be responsible for day-to-day management of matters involving Pearson’s share registrar and ADR depositary bank and will also be the Company Secretarial team’s key partner for share plans, reward and HR matters.

The team of six also includes a Company Secretarial Assistant, Company Secretarial Administrator and Board Support Liaison. While this role does not involve any formal line management responsibility, the Senior Assistant Company Secretary will have the support of other team members in respect of certain areas of the remit and the role is expected to include supervision and ongoing development of these colleagues.

**Duties and responsibilities include**:
Corporate governance, reporting and board support:
Contribute to maintaining a ‘best-in-class’ approach to corporate governance, including:

- Work closely with the SVP General Counsel & Company Secretary and the VP Deputy Company Secretary in delivering high quality end-to-end support for the main Board and its Committees, including maintenance of annual work plans, preparation of papers and briefing notes on corporate governance matters, assisting with Board and Committee evaluations.
- Act as Company Secretarial lead on the annual report and 20-F, in particular drafting key corporate governance disclosures, co-ordinating the shareholder mailing and managing associated year-end processes.

Listed company matters:

- Shareholder relations including responsibility for AGM preparations, day-to-day management of relationships with registrar and ADR depositary bank, dividend payments, managing ad hoc shareholder communications exercises.
- Ensure compliance with the UK Market Abuse Regulation including continuing to build awareness of share dealing policy, overseeing maintenance of insider and restricted lists, and clearance to deal process.
- Act as key Company Secretarial liaison with Reward and Share Plans team, contributing in respect of share allotments, PDMR dealings, block listings and overall governance of share plan matters.
- Regulatory filings including stock exchange announcements and FCA submissions.

Entity compliance and subsidiary management:

- Act as Secretary to UK operating subsidiary board including attending and minuting meetings, liaising with independent NEDs, devising and keeping under review appropriate corporate governance processes, production of agenda and meeting papers.
- Act as Company Secretarial lead on corporate transactional matters e.g. acquisitions and disposals, legal entity rationalisation programmes, inter-company financing arrangements, group restructuring, share capital reorganisations.
- Oversee delivery by team members and service providers (where relevant) of subsidiary compliance activity for UK entities and review, approval and filing of statutory accounts for UK entities, including production of Company Secretarial-related disclosures.
- Contribute to continued development of global governance frameworks alongside team members and colleagues in the wider Pearson business.

Projects / Other:

- Ongoing development and maintenance of departmental policies, procedures and best practice.
- Oversee content of corporate website and intranet that relates to Board, corporate governance or related matters.
- Contribute to ad hoc projects and provide any other assistance as may be required by the SVP General Counsel & Company Secretary and the VP Deputy Company Secretary.

**About you**:

- Qualified Chartered Governance Professional (preferably ACG level) or equivalent.
- Comprehensive experience of listed company matters, ideally gained in a FTSE 100 or 250 environment, and of advising and delivering on corporate transactions.
- Solid experience of year-end matters including Annual Report drafting, AGM organisation and associated processes.
- Strong technical knowledge including UK Corporate Governance Code, Listing, Disclosure Guidance and Transparency Rules and Companies Act requirements. Awareness of US listing requirements desirable.
- Experience of end-to-end board or committee support (including minute-taking) as well as familiarity with share plan