Corporate Governance Manager

Summary:

This is a fantastic opportunity to join a truly unique organisation. A charity by law, the British Council is also an Arm’s Length Body of HM Government, funding its activities from a variety of sources (including commercial operations and Government grant-in-aid). The Governance team, as part of the wider Corporate Affairs department, plays a critical role at the heart of the British Council, working with colleagues across the globe and closely with other specialist teams (e.g. Finance, Legal, Tax). The Governance team is firmly committed to the British Council’s charitable purposes and living its values.  

We are looking for two Corporate Governance Manager to complement our small but highly effective team. The successful candidate must have some previous experience in governance or company secretarial, including subsidiary management and board / committee support, will be well organised, and an excellent communicator. It will suit somebody who enjoys working with others but is also capable of working independently. The ideal candidate will be Chartered Governance Institute (or similar) part / fully qualified, but this is not essential.  

If this sounds like the place and role for you, we’d love to hear from you. 

Information about the role :

Contract Type – Indefinite 

Location  - London only , UK ( expected to come in to the Stratford, London office at least 1-2 days a week )  

Pay Band - 8 E

Salary - up to £46,203 plus £3,300 London market allowance if based in London 

Benefits- 

- Civil Service Pension scheme

- 3 days volunteering leave

- 32 days annual vacation days

Application closing date – 29th Jan,2024 

Note - Candidates applying must have the legal right to work in the UK currently and in future. British council will not sponsor any visas.

Purpose of the role :  

To manage governance and compliance activities and embed good corporate governance practice across the British Council charity and group in the UK and overseas.

The Corporate Affairs department is responsible for ensuring that the British Council’s top-level governance is effective and compliant.  It supports and manages the Board of Trustees, Senior Leadership Team (SLT), the relationship with charity regulators and the governance relationship with the Foreign, Commonwealth and Development Office (FCDO). It also leads on the organisation’s legal and corporate governance.

Within Corporate Affairs, the Governance team plays a critical role in ensuring that the British Council, and its branches and subsidiary companies in the UK and overseas are well governed, managed in compliance with local company law, and that relevant external reporting is managed effectively. This includes both ‘hands on’ management of subsidiary compliance requirements as well as offering advice / guidance to colleagues in different countries, working closely with other specialist teams.

The Governance team also supports the operation of several committees of the Board of Trustees, the Senior Leadership Team and its committees, and the boards of directors of the British Council’s two UK registered subsidiary companies. Working in this area offers the opportunity to get close to strategic decision making and to help to build the reputation of the organisation.

Main Responsibilities: 

Sector / subject expertise 

• Responsible for embedding understanding of governance requirements and good practice among colleagues in the UK and overseas. For example: delivering briefings, such as to newly appointed Country and Regional Directors on governance issues in their area, working with the communications team on how best to share information about updates to our status or governance arrangements, and advising on the operation of subsidiary board meetings and shareholder meetings, in some cases attending those meetings as an observer.  

• Responsible for providing governance expertise and support to the on-going management of branches and subsidiaries and, where appropriate, to the winding up of British Council branches and subsidiaries. This will involve working with colleagues and legal advisers in the UK and overseas to understand legal requirements and how they can best be met in the context of the operation of the British Council group.   Responsible for advising on, reviewing and where applicable preparing governance documents (such as Board of Trustees resolutions) required for the incorporation or registration of new British Council branches and subsidiaries and their on-going operation.  

Professional services expertise  

• Providing expert governance advice and high-quality secretariat support in relation to the governance and management of the British Council, including the committees of the Board of Trustees and senior management boards such as the Global Leadership Team or Investment Board.  

• Advising Chairs on governance matters and ensuring compliance with terms of reference/ Charter/ articles of association.  

• Managing committee/ board work plans in consultation with the relevant SLT lead and Chair, drafting and circulating agendas, advising on deadlines and the preparation of the high-quality papers, preparing notes for the Chair’s verbal report to the board and drafting the committee’s annual report to the Board of Trustees. Preparing some board/committee papers, including reviews of terms of reference. 

• Capturing succinct, accurate minutes and agreed actions of committee and board meetings. A very high standard of written English will be expected.  Communicating actions and tracking their implementation as appropriate.  

• Managing the recruitment and induction of new committee and UK subsidiary board members, for example drafting role profiles, liaising with HR staff on the advertisement and selection process, taking notes of interviews, summarising the conclusion for the Board of Trustees, arranging introductory meetings and written briefing for the new member.   

• Applying strategic judgement and attention to detail to the preparation, collation and maintenance of corporate records, such as power of attorney documents. 

• Protecting the confidentiality of discussions and records and ensuring accurate and complete record keeping in line with retention schedules and applicable law.  

• Responding to queries relating to the British Council’s legal form and status, regulation and government classification.  

• Deputising for the Head of Governance as required.  

• Service improvement  

• Identifying and implementing recommendations to enhance the effectiveness and efficiency of the British Council’s governance processes, systems, and policies, for example developing, updating or communicating governance related protocols. 

• Identifying and implementing ways the governance team can contribute to the delivery of corporate strategies and priorities through its processes and work, such as in relation to transformation and equality, diversity, and inclusion. 

Minimum Essential: 

• Able to interpret legal documents and set out logical arguments clearly, adapting the form of communication and language to meet the needs of different audiences 

• Applying excellent drafting skills to the preparation of documents for external audiences or senior internal audiences without the need for significant review /redrafting /input from others 

• Exercising judgement to ensure outputs are always fit for purpose and audience 

• Consistently applying attention to detail 

Desirable: 

• Knowledge of UK legal and regulatory requirements applicable to charities, the public sector, and companies  

• Understanding of the importance and application of effective corporate governance arrangements 

• Knowledge of the British Council’s strategy, governance, and operations 

Experience of:

•  Presenting, or providing secretariat support, to senior boards and committees within a company, charity or equivalent;

• Embedding good practice ensuring compliance with laws, regulations or policies and related reporting