Deputy Company Secretary (Fixed-Term Contract)

at  Tokio Marine HCC

Deputy Company Secretary – Job spec
The Company Secretariat is responsible for the governance and corporate administration of the entities within TMHCC International group, ensuring compliance with legal and regulatory requirements and that the corporate governance framework remains appropriate for and supports TMHCC International to deliver its strategic objectives.
The Deputy Company Secretary is responsible for proactively supporting the Company Secretary & Corporate Counsel to providing company secretarial services and ensure compliance with relevant UK and European legal and regulatory requirements and to support the development and enhancement of the corporate governance framework.
Key responsibilities
Corporate governance

Responsible for establishing, advising on, maintaining, embedding, and advocating robust and proportionate corporate governance, reflecting industry standards and best practice, at both Board and Committee levels, including:

• Advising on and facilitating compliance with relevant statutory, regulatory and governance requirements in the UK and Europe;
• Establishing, maintaining, and embedding the policies owned by Company secretarial, ensuring they conform to UK and European legal and regulatory requirements;
• Establishing and keeping under review Board, Board Committee and sub-committee, and Terms of Reference and other key governance documents;
• Establishing and maintaining procedures for delegation of authority and signing/approval;
• Overseeing and supporting other members of the Company Secretarial team that provide support to management committees and groups, to ensure good governance is maintained throughout the governance structure;
• Supporting, where required, the European Board Chair to build an effective board, advise on board composition and skills, board procedures and governance arrangement;
• Drafting and reviewing Powers of Attorney to be granted by TMHCC International;
• Establishing and maintaining pro forma Board, Board Committee, and sub-committee governance materials (e.g., papers, minutes, action logs);
• Establishing and maintaining the Corporate Governance Framework;
• Supporting and coordinating Board effectiveness reviews;
• Supporting and coordinating director training programme;
• Supporting and coordinating director induction and onboarding;
• Leadership of continuous improvement initiatives to promote good corporate governance.
• Horizon scanning in respect of company secretariat, corporate and governance matters, and supporting the Company Secretary & Corporate Counsel advising the Board and Executive as appropriate, including preparing and implementing action plans to ensure compliance where necessary.
• Deputising for the Company Secretary & Corporate Counsel when required.

Meeting operation

Responsible to ensure the smooth operation of the Boards, Board Committees, and sub-committees, including:

• meeting planning, logistics, agenda setting, maintenance of the forward calendar;
• paper compilation, review for governance purposes, and distribution; and
• attendance at European Board and Board Committee meetings and other relevant meetings for minuting, as required.

Project work
Project work in support of business changes or continuous improvement initiatives, for example, corporate reorganisations or closure of dormant companies.
Reporting
Assisting the Company Secretary & Corporate Counsel and other members of the Company Secretarial team in the drafting and management of disclosures, including the Annual Report and Financial Statements, Lloyd’s Principles, and other reporting.

Leadership and Management:

• Materially contributing to the operation and continuous improvement of the frameworks, policies, procedures, and templates for which the Company Secretarial team is responsible; and
• Line management.

Skills and Experience

• Educated to degree level and CGI (ICSA) qualified.
• At least 10 years previous company secretarial experience, to include: company administration, board/committee support (including minute writing).
• Insurance experience.
• Experience in a regulated environment, with FCA, Lloyd’s or PRA.
• Legal experience/qualification.
• Line management.
• Excellent communication skills – written and oral, with experience communicating with a range of internal and external stakeholders at all levels, including senior stakeholders.
• Highly organised self-starter – able to prioritize and manage multiple tasks.
• Solution focussed – an ability to investigate and respond to queries and issues arising.
• Self-motivated – Takes an enthusiastic approach and is able to work under own initiative without need for close supervision to achieve results.
• Personally Accountable – Willing to take personal responsibility to pursue tasks with energy and drive to completion.
• Pragmatic thinking style – Anticipates issues before they occur, is solution orientated, balances analysis, intuition, experience.

• Advising on and facilitating compliance with relevant statutory, regulatory and governance requirements in the UK and Europe;
• Establishing, maintaining, and embedding the policies owned by Company secretarial, ensuring they conform to UK and European legal and regulatory requirements;
• Establishing and keeping under review Board, Board Committee and sub-committee, and Terms of Reference and other key governance documents;
• Establishing and maintaining procedures for delegation of authority and signing/approval;
• Overseeing and supporting other members of the Company Secretarial team that provide support to management committees and groups, to ensure good governance is maintained throughout the governance structure;
• Supporting, where required, the European Board Chair to build an effective board, advise on board composition and skills, board procedures and governance arrangement;
• Drafting and reviewing Powers of Attorney to be granted by TMHCC International;
• Establishing and maintaining pro forma Board, Board Committee, and sub-committee governance materials (e.g., papers, minutes, action logs);
• Establishing and maintaining the Corporate Governance Framework;
• Supporting and coordinating Board effectiveness reviews;
• Supporting and coordinating director training programme;
• Supporting and coordinating director induction and onboarding;
• Leadership of continuous improvement initiatives to promote good corporate governance.
• Horizon scanning in respect of company secretariat, corporate and governance matters, and supporting the Company Secretary & Corporate Counsel advising the Board and Executive as appropriate, including preparing and implementing action plans to ensure compliance where necessary.
• Deputising for the Company Secretary & Corporate Counsel when required