Company Secretary

Governance & Board Support

· Keeping up to date with changes in governance and regulatory requirements and ensure governance requirements for the Company, the Board and Committees of the Board are maintained, including compliance with the UK Corporate Governance Code. Maintain the Board governance documents including Schedule of Matters Reserved for the Board and Terms of Reference for Committees of the Board.

· Organising all matters in relation to Board and Committee meetings (Audit, Remuneration, Nominations and Compliance), including: maintaining the Board calendar and annual cycles of business; preparing meeting agendas; collating, reviewing and timely circulation of Board and Committee papers; organisation of meeting logistics (venue, catering etc).

· Attendance at all meetings, taking of minutes and maintenance of actions logs. Ensuring that all required and appropriate approvals, resolutions and other governance related actions are completed in accordance with the Company’s articles of association and Company Law.

· Preparation and drafting of regular reports to the Board and its various committees, in particular on governance-related matters. Facilitating the acquisition of information by all Board and Committee members so that they can maximise their ability to contribute to Board meeting discussions.

· Ensuring the procedure for the appointment and removal of directors is properly carried out. Development and roll-out of an induction program for new directors, including assessing the specific training needs of directors/ executive management.

· Provide comprehensive, practical support and guidance to directors both as individuals and as a collective with particular emphasis on supporting the non-executive directors.

Annual Report & General Meetings

· Project management of the Annual Report and Accounts each year, production of the Governance Section and Annual Report on Remuneration and supervising, monitoring, reviewing and, where appropriate, assisting other team members in the preparation and drafting of other sections of the Annual Report and Accounts.

· Drafting of the Notice of AGM and ancillary AGM documents each year. Liaising with the Registrar on printing and posting of the Notice and the Annual Report to shareholders.

· Organisation of the Annual General Meeting each year, including venue, catering and all arrangements with the Registrar on attendance and voting, logistical arrangements for the Board, drafting of the Chairman’s formal script and presentation and liaising with colleagues to ensure an effective and legally compliant meeting.

· Organisation of, and preparation for, any other general meetings required to be held.

Registry and Shares

· Responsible for the day to day relationship with the Company Registrar and ensuring this is effective for maintenance of the Company’s register of members, dealing with transfers, share certificates, payment of dividends etc.

· Maintenance and operation of the Group’s share dealing policies and processes, including: managing share dealing requests by PDMRs and employees on the ‘clearance required’ list, maintenance of closed period and other insider lists and all associated communications and required regulatory announcements and notifications to the FCA on behalf of PDMRs where requested.

· Administration and management of the Group’s employee share plans (including all employee, discretionary and any SIP plans), liaising with the HR department to ensure successful plan implementation, effective member communications and on-going legal/regulatory compliance, including annual employee related securities returns to HMRC. Designing, drafting and implementation of amendments to existing share plan rules and new share plan rules.

· Responsibility for the allotment procedures for issuing shares under the Group’s share option schemes including listing of shares, notifications to London Stock Exchange and FCA and liaison with the Registrar and employee benefit trust as required.

· Maintenance of the share capital and distributions which includes reductions of capital, share buybacks, and the requirement to pay dividends or other distributions out of distributable profits.

Plc corporate compliance

· General legal and regulatory compliance, maintaining effective compliance controls and processes associated with the Company’s status as a main-market UK listed company, including compliance with the articles of association, Company Law, Listing Rules, DTRs and MAR, and issuing announcements to the London Stock Exchange through a Regulatory Information Service as necessary, maintaining plc website – liaising with external advisers and internal colleagues as appropriate.

· Authenticating documents or proceedings of the Company and execution of documents as an officer of the Company with requisite authority.

Subsidiary governance and compliance

· Acting as secretary of subsidiary companies, including support to subsidiary directors in organising and attending board meetings and facilitating training to ensure the directors understand their duties.

· Maintaining the Group structure chart and ensuring all statutory registers for the Company and each of its subsidiaries are maintained and all required corporate filings are made when due.

· Managing the relationship with any outsourced provider of subsidiary compliance services, such as registered office services.

Shareholders & the Company

· Communicate with shareholders as appropriate and to ensure that due regard is paid to their interests.

· Act as the primary point of contact for all shareholders and proxy voting/corporate governance advisors.

· Have a role in improving engagement and purposeful dialogue between investors and the Company.

· Working with the finance team to ensure good understanding of how financial reporting procedures and effective management of inside information are inter-linked.