Deputy Company Secretary

Overview: The Deputy Company Secretary will provide company secretarial guidance and support to the business. You will undertake activities necessary for meeting the requirements of relevant laws, the Constitution Agreement and Articles of Association. This includes managing and coordinating key company meetings e.g. Members’ General Meetings, Board and Committee meetings.

Reporting to the Company Secretary, a key part of the role will involve engaging with the RSSB Board, the Executive Committee, Senior Leadership teams and external stakeholders such as the non-executive directors/NEDS.

**Responsibilities**:

- Provide competent, proactive company secretarial support and guidance to the RSSB Group Boards and Committees. This will include providing accurate information and advice on governance related matters (including in relation to RSSB’s Constitution and Articles) to Board Directors, Chairs and senior leadership.
- Oversee and coordinate all the arrangements for RSSB Board and Committee Meetings, including the preparation of papers and agendas. Manage the internal processes necessary to provide agenda papers and other related documentation.
- Coordinate the production of the CEO’s Board report and ensure all required Board notifications and approvals are included in compliance with RSSB Group’s Scheme of Delegation. Communicate Board and Committee decisions to all required stakeholders.
- Attend RSSB Board and Committee meetings. Draft clear and concise meeting minutes, Chair meeting reports and action items reports.
- Support the Company Secretary in fulfilling their role, including deputising when required including alerting them to any pressing statutory / governance issues, provide support on ad-hoc matters, and oversee the arrangements for Board events such as induction sessions and strategic workshops.
- Manage the member voting process for new Industry NED elections in compliance with all relevant regulations and company documents.
- Monitor the NED contract expirations and advise the Chair accordingly, and manage the appointment process for NEDs including:

- issue terms of appointment (on behalf of the Chair) and conflict of interests’ declarations,
- coordinate the NED induction process where required. Liaise with Payroll colleagues regarding the payment of directors’ fees. Support the Chair with Board and Director performance evaluations.
- Provide all company secretarial support and administrative services to the Board Committees (including the Audit and Risk Committee). Prepare detailed year planners in line with the Committees’ terms of reference and ensuring adherence to these. Support and guide the Chairs and Committee members on the fulfilment of their duties and responsibilities. Produce the Committee Chairs’ Board reports.
- Provide all company secretarial support and administrative services to the two RSSB subsidiaries, including agenda coordination and preparation, meeting attendance and minute taking. Guide the subsidiaries’ Boards and senior management on their responsibilities under the relevant rules and regulations (including advising on the effective management of conflicts of interests).
- Manage and coordinate the Annual General Meeting/AGM in compliance with the Constitution Agreement and Company Articles this includes:

- Produce the required Notice, resolutions and voting documentation.
- Work with Member Engagement colleagues to ensure the meeting notice etc. is sent out to all Members in time and that responses are properly recorded.
- Coordinate with the Chair, and external legal advisers, auditors and scrutineers to ensure that the meeting proceeds in compliance with all relevant regulations and company documents.
- Lead the Company Secretariat’s role in the production, approval and submission of the Annual Report:

- Work closely with Finance colleagues and external auditors on the coordination of the Annual Report and Accounts.
- Gather the required information and drafting the governance sections of Report.
- Ensure that the Annual Report is complete and complies with all regulatory and best practice requirements.
- Ensure all statutory filings (including in relation to Director appointments) are prepared and submitted to Companies House in an accurate and timely manner.
- Manage and safekeep governance information and documentation, including:

- Ensure minutes, director contracts and other relevant contracts are signed, securely filed and kept up to date.
- Ensure that the relevant registers are maintained and kept up to date such as the PSC register, the conflicts of interests register and the gifts and hospitality register.
- Administer the annual conflicts declarations’ process, as well as ad hoc declarations - both for the directors, as well as members of senior leadership.
- ensure governance sections of the RSSB website and intranet are clear, accurate and up to date.
- Manage and maintain the Company Secretariat filing system.

Qual