The company secretariat function provides support to a variety of departments on company secretarial matters for listed and unlisted entities for over 700 companies. The team is responsible for the management of both private and listed companies, organising, attending and minuting board meetings, upkeep of the company statutory records, involvement in ad hoc projects, ensuring that relevant documents are filed with Companies House within statutory deadlines and timely announcements made to relevant authorities in respect the listed companies. It is also responsible for establishing, documenting, communicating and executing effective best practise corporate governance requirements on behalf of the group companies.
The Octopus Group includes Octopus Investments, Octopus Energy, Octopus Healthcare, Octopus Property, Octopus Ventures and Octopus Labs. Our aim is to have an impact in everything we do, and to make a vital contribution to the UK economy by helping people, companies and institutions generate wealth. We call it ‘a brighter way’, changing today for a better tomorrow. And we’re always on the look-out for smart, talented people who share our values.
This senior role sits within the Legal & Governance Centre of Expertise which leads the management of the group’s legal and governance risk matters and reports into the Group General Counsel.
This role will add strategic governance skills, project management and team mentoring ability to the Governance team as well being responsible for managing a sub-set of a combination of private companies and listed (main market and AIM market) VCTs and/or a number of other limited liability partnerships/limited partnerships across the portfolio to enable directors and/or partners to fulfil their statutory obligations.
The team liaises with external resources such as registrars and external NEDs and lawyers. The team is responsible for the management of a number of listed funds, including Board meetings with NEDS, upkeep of the company statutory records, involvement in ad hoc projects, ensuring that relevant documents are filed on time and announcements made to relevant authorities in respect of all companies but particularly the listed companies.
The team is also responsible for ensuring excellent corporate governance on the various boards, via the AIC Code of Corporate Governance and the UK Code of Corporate Governance as well as ensuring compliance with the Companies Act 2006 and with the Listing Rules.
Essential Job Functions
• Managing the implementation key governance strategic projects
• Analyzing, specifying and driving the implementation of improvements to the infrastructure of the Governance function
• Representing the Governance function in transactions, investments and products at relevant working groups to ensure alignment with best practice
• Assisting in the execution of transactions from a Governance perspective
• Working with team members to drive best practice training, updates and the embedding of effective procedures, processes and documentation
• Co-ordinating, attending and drafting meeting (including board, AGMs and internal committees’) agendas and timely collation of board/committee packs using Virtual Boardroom
• Timetabling of board meetings with directors and attendees
• Management of relevant Risk and Audit Committee meetings, including in relation to the preparation of the meetings and attending and minuting minutes
• Liaising with Boards in between formal meetings and dealing with ad hoc Board queries
• Drafting annual and interim reports in conjunction with various inter group Finance functions
• Coordination of production of prospectus and shareholder circulars in connection with potential listed VCTs fundraises and ad hoc corporate events
• Drafting and publication of RNS announcements for any listed VCTs where required
• Dealing with ad hoc Board queries and approvals
• Oversight with relation to the maintenance and timely update of ICSA Blueprint Company Secretarial records or on another global entity management and corporate governance portal.
• Ensuring statutory compliance with the Listing Rules, Companies Act and other regulatory requirements including statutory filings and administration following allotment of shares, transfers of shares are made in a timely manner
• Liaising with external providers of professional services including lawyers, auditors and registrars, as required
• Review of documents being submitted to the Boards
• Providing guidance to the Boards/management on any new applicable law/regulations
• Managing regular share allotments, capital reductions, share transfers and share consolidations/subdivisions/re-designations
• Managing dividend payments and other distributions including distributions in specie
• Dealing with statutory filings and administration following any statutory change of company details
• Supporting with the provision of company or director KYC/due diligence documentation
• Company incorporations and name changes (by electronic formation/change)
• Oversight of the statutory accounts timetable for all companies
• Oversight of the confirmation statement timetable for all companies
• Ensuring the maintenance and timely update of ICSA Blueprint Company Secretarial records
• Management of board training and board effectiveness
To assist in the management (where required) of the annual liquidity event for Octopus Capital Limited, in conjunction with Octopus’ Corporate Team and the registrar.
• Acting as a source of technical advice and support to internal functions
• Review and upkeep of certain processes and procedures for which they have nominated responsibility
• Other responsibilities as agreed from time to time
• Experience of annual corporate cycle
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