Interim Company Secretary (9-12 months)

Main Market listed retail company seek to onboard a Company Secretary for a period of 12 months to start in Autumn this year



Reporting lines

The Interim Company Secretary will report to the CFO with heavy dotted lines to the chair

The Interim Company Secretary will also have direct and informal access to all board members, executive and non-executive.

Support will be provided by the Head of Executive Support who also provides services to the Chairman, CEO and CFO.

The Assistant Company Secretary will report into the Interim Company Secretary and provides substantially all of the company secretarial and some of the regulatory governance support for the business and the other subsidiaries working with a nominated executive assistant.

It is expected that the role will be a blend of working from home and being present at the Company’s offices in Accrington, Lancashire. Whilst new ways of working are being developed as the country emerges from the pandemic, it is likely that office-based days will average 2-3 days per week depending on relevant matters.

The chair

The chair looks to the company secretary for guidance on the discharge of the duties and responsibilities that fall within their remit. In particular, the chair and the company secretary keep under review whether the company’s governance processes are fit for purpose and consider any improvements or initiatives that could enhance and strengthen the governance of the company.

The board

The board relies on the company secretary to advise not only on directors’ statutory duties (including s172 responsibilities), disclosure obligations and listing rule requirements but also in respect of corporate governance requirements and practices and effective board processes.

There are typically 8 or 9 scheduled board meetings per year, although in recent years there have been multiple additional meetings called at short notice to deal with specific issues. Whilst meetings have been held virtually during the pandemic, there is an expectation that they will revert to physical meetings based at the Company’s offices in Accrington from September onwards.

The role will continue to provide full company secretarial support to all the committees of the Board which comprise the audit committee (4 meetings per year), the risk committee (4 meetings per year), the remuneration committee(4-6 meetings per year), and the nomination committee (2 meetings per year), together with other ad hoc committees such as the results committee. The terms of reference of each of these standing committees can be found on the Company’s web site.

The company secretary plays a particularly active role in the preparation of papers for and ensuring full debate of all relevant matters at the remuneration committee. There is therefore a close working relationship with the committee’s nominated remuneration consultant with the chair of the committee and with the executive directors and the HR Director of the business.

The company secretary also works closely with the chairman on matters within the nomination committee’s terms of reference.

The papers for the audit committee and risk committee meetings are typically the responsibility of the CFO (internal and external audit) and General Counsel (risk) but the company secretary remains responsible for the preparation and issue of agenda packs, minuting etc.

The company secretary is also responsible for the maintenance and periodic review of all board policies, including the schedule of matters reserved to the board; the terms of reference of its committees; role descriptions for the chair, CEO, SID and nominated director for employee engagement; the share dealing policy; H&S; Diversity; modern slavery etc.

The company and its shareholders and other stakeholders

The company secretary provides an important link between the board and the business and, more specifically, assists management in understanding the expectations of the board and with the implementation of corporate strategies by making sure that the board’s decisions are properly carried out and communicated.

The company secretary is also expected to provide guidance and advice within the business on matters of business ethics, corporate culture and good governance.

The company secretary maintains and keeps under review a number of group wide policies such as the anti-bribery and corruption policy, the whistleblowing policy (in conjunction with Internal Audit) and the policy on managing dawn raids. Input is also sought from the company secretary on many other business-wide policies.

The company secretary is responsible for ensuring that the board complies with its obligations under the listing rules and disclosure and transparency rules, and where appropriate to ensure prior clearance of the content of announcements with the board. SRG’s RNS announcements are uploaded by one of the CFO, the General Counsel, or the company secretary.

The company secretary is responsible for the drafting of the “governance sections” of the annual report and for their co—ordination with the strategic report and financial statements. This includes the biographical details of the directors and officers; the directors report, the governance report, the directors’ remuneration report (with much support from the remuneration consultant and the group finance function) and the nomination committee report. Input is also required into the sustainability report (which includes coverage of the requirements of a corporate social responsibility report). The reports of the audit and risk committees are dealt with by others. The design and printing of the annual report is managed by the group finance function.

The company secretary is responsible for all matters relating to the organisation and management of, and documentation relating to, the annual general meeting and other general meetings of the company.

The CEO and CFO take the lead on other shareholder and stakeholder communications and relationships.

Statutory and regulatory compliance

The company secretary is responsible for ensuring compliance with all relevant statutory and regulatory requirements including the Company’s articles of association, the Companies Act 2006, the City Code on Takeovers and Mergers, the Market Abuse Regulations (including both share dealing and the protection of inside information); the Listing Rules and DTRs; and the UK Corporate Governance Code.

The company secretary is also responsible for maintaining the statutory registers and minute books for both directors and shareholders and for ensuring the company files statutory information promptly at Companies House. The Company’s share register is maintained by Equiniti and the company secretary is responsible for the management of that relationship.

Corporate transactions

The Interim Company Secretary should have the requisite corporate knowledge to be able to assist in the preparation and implementation of corporate transactions, including instructing professional advisers, assisting with the conduct of due diligence exercises and the preparation and execution of requisite documentation and post completion formalities.

Administrative duties

The company secretary is also responsible for reporting to the board on health and safety matters and to support this, chairs a quarterly Group H&S Meeting attended by the company's facilities/operations management, in house H&S professionals, and representatives from our insurance brokers and risk managers from our main insurers.

The administration of the Performance Share Plan and the annual bonus plan is managed by the company secretary as a direct output from the work of the remuneration committee.

The Assistant Company Secretary has day to day management responsibility for the group’s general insurances and the Company Secretary provides oversight of this and (together with the CFO) the annual renewal exercise, being the link between the business and its insurers and the board.

The Assistant Company Secretary also manages the group’s insured benefits, namely the private medical insurance, the life assurance benefits and the group income protection policy, and the company secretary provides oversight of these arrangements.

Qualifications

Candidates must have the requisite knowledge and experience to discharge the functions of a secretary of a public company and must have at least one of the following qualifications:

• Membership of any of the following bodies:
• the Institute of Chartered Secretaries and Administrators (ICSA);
• the Institute of Chartered Accountants in England and Wales;
• the Institute of Chartered Accountants of Scotland;
• the Association of Chartered Certified Accountants;
• the Institute of Chartered Accountants in Ireland;
• the Chartered Institute of Management Accountants; or
• the Chartered institute of Public Finance and Accountancy.
• Has been the company secretary of a public company for at least three of the previous five years.
• Is a barrister, advocate or solicitor in the UK.