Governance Manager, Group Subsidiaries

Salary: 73,406

Closing date: Monday, 19 August 2024

Contract type: Permanent

The Wellcome Trust is a global charitable foundation. We improve health for everyone by funding science, leading policy and advocacy campaigns, and building partnerships.

We plan to spend £16bn over the next ten years, funding new discoveries in life, health, and wellbeing, and taking on three global health challenges: mental health, infectious disease and climate and health.

These challenges need the bold science we support, but they won't be solved by science alone.

We are looking for a Governance Manager to join our team.

Where in Wellcome will I be working?

You will be working in the Ethics, Governance and Compliance team, with a focus on our investment subsidiaries reporting to the Governance Lead.

The Governance Team supports the Chief Legal Officer and Company Secretary, Chair and the Board, with promoting good governance across the Wellcome Group and ensures that the Board has the policies, processes, information, time and resources it needs to function effectively and efficiently.

What will I be doing?

This role is responsible for providing governance and company secretarial support to the investment and other group subsidiaries as well as supporting the subsidiary board chairs and directors with promoting good governance across the relevant entities of the Wellcome Group.

As a Governance Manager, you will :

• Provide board support for the Wellcome Group investment subsidiaries, which typically meet twice per year with a number of short ad hoc meetings throughout the year, including the coordination of agendas, preparation of board/committee packs, drafting of minutes, and drafting of governance related papers, and supporting the preparation of the necessary sections of the Annual Report and Accounts. As well as provide secretariat support for the ESG committee, including agendas, meeting packs, actions and minutes.

• Provide support and oversight to the secretary (who is part of the Investment Team) to the Board Investment Committee, including guidance on best practice governance procedures; note also with the potential to become secretary to this committee, and lead on the governance aspects of, for example, succession planning, board and committee effectiveness, and terms of reference updates, for the investment and other relevant subsidiaries, Investment Committee, and ESG Committee.

• Provide oversight of our external provider who we have outsourced our statutory compliance to (including maintenance of statutory records and Companies House filings) to ensure compliance with our statutory obligations. The day-to-day oversight over statutory compliance is provided by the Governance Officer, but this role provides senior support and oversight where needed, eg, over more complex transactions, as well as company secretarial support for corporate transactions, such as reductions in capital.

• Ensure where applicable subsidiary compliance with the Board Declaration and Management of Interests Policy, the Gifts and Hospitality Policy and Expenses Policy, and the Policy and Guidelines for Staff Serving on Boards.

• Collaborate with the Investments Team to ensure provision of seamless governance support to Wellcome's investments subsidiaries, and to seek to harmonise approaches. As well as with Investments Legal on corporate transactions, new subsidiary incorporations, and other investments governance matters. And provide induction and maintain learning and development plans for subsidiary board directors, and directors' duties/induction training to staff that we appoint to boards including joint ventures.

• Contribute to a diverse and inclusive culture across the organisation, collaborating across departments.

Is this job for me?

This is a great opportunity for a governance professional with experience in subsidiary management, including investments and transactions, to lead on and build our subsidiary governance framework as well as manage our ESG committee. If you enjoy taking ownership and driving best practice governance across multiple diverse teams, this is the role for you.

You will be a part of a high functioning small governance team that enjoy what they do and play a valued role in the organisation. As a team, we embrace change, use technology to improve our work (we're currently testing AI for minuting meetings), support and guide the organisation on best practice governance (we draw on the UK Corporate Governance Code as well as the Charity Governance Code for Larger Charities), and work collaboratively in a non-hierarchical way to challenge each other to continuously improve what we do

We are looking for someone who:

• Good level of governance and company secretarial knowledge, including subsidiary governance experience, including oversight over group governance requirements.

• Experience providing governance and company secretarial support for routine corporate transactions, such as capital reductions and share allotments as well as providing board and committee support to multiple meetings in parallel.

• Experience working with an investment team / chief investment officer on company secretarial matters as well as being part of an effective governance function, ideally with some experience with exposure to a charity environment, ESG, and/or investments.

• Excellent knowledge of the company secretarial requirements of the Companies Act 2006 and Charity Commission, including relevant guidance.

• Excellent organisational and administrative skills, including meticulous attention to detail.

• Excellent oral and written communication skills, the ability to engage effectively with employees at all levels and non executive directors, with highly developed interpersonal skills.

To apply please upload your current CV and complete our short application

Interview dates: Mon, 2/09, Tue 3/09 and Wed, 4/09

You can view the full job description on our website

You can read more about the benefits we offer our employees on our website

Our Hybrid Way of Working

We understand that our colleagues have commitments and personal interests outside of work and we strive to build a flexible working environment, in which people can perform at their best. We are currently working 2 days per week (Tuesdays and Wednesdays) from our Euston Road offices (as part of our hybrid Ways of Working) with the remaining 3 days working either remotely or in the office.

From 1st September 2024 we will move to 3 days in the office (Tuesday, Wednesday and Thursday) with the remaining 2 days working either remotely or in the office.

Diversity and Inclusion is at the heart of everything we do

Diversity and Inclusion is a priority at Wellcome.

We are committed to cultivating a fair and inclusive environment, where everyone can be themselves and thrive. We are happy to discuss flexible working options for all roles. We work to ensure that our recruitment processes are as inclusive as possible to everyone. This includes making adjustments for people who have a disability or long-term condition. Please visit our website for more information on adjustments and accessibility, or contact us at .

Upon a conditional offer being made, the successful applicant for this position will be required to undertake a Basic Disclosure and Barring Service (or equivalent) criminal record check to disclose any 'unspent' criminal convictions or conditional cautions under the Rehabilitation of Offenders Act 1974. The criminal record check with not show anything that is 'spent'.

For further guidance on disclosure of criminal records please see this UK Government Guidance. You can view our Policy Statement on the Recruitment of Ex-offenders here. You can view our Privacy Statement here.