Job Purpose:
We are looking for an established PLC Company Secretary or appropriately experienced solicitor to join us as company secretary for the three publicly listed VCT’s managed by Mercia Asset Management.
In this important role, you will provide company secretarial support to the VCT boards, advice on corporate governance matters and assist with ensuring VCT compliance.
Job profile:
The Company Secretary – VCT will:
- Prepare agendas for all board and committee meetings (audit, nominations and management engagement);
- Draft minutes for all board and committee meetings for approval by the boards of each VCT;
- Prepare various board meeting papers and distribute the same to the boards of each VCT;
- Prepare governance and advisory board papers as required;
- Distribute all board papers via Board Intelligence;
- Company secretarial attendance at all meetings;
- Prepare terms of reference for each committee;
- Administrative arrangements and liaison with all VCT boards to agree meeting calendars and make suitable arrangements (room bookings, dinners etc.);
- Prepare AGM circulars and other circulars as required for general meetings;
- Attendance at annual general meetings and other general meetings;
- Prepare all board and administrative papers (chairman’s’ script, board minutes, print of resolutions for filings with Companies House, RNS announcement);
- Keep and maintain the statutory books of each VCT;
- Prepare and agree dividend calendars with each VCT board and the registrar;
- Liaise with, and manage relationship with, Equiniti (or any other appointed registrar of the VCTs);
- Undertake all Companies House filings;
- Prepare paperwork for all share buy-backs including liaising with broker and registrar, updating share capital, Companies House filings;
- Arrange allotment meetings (and prepare board minutes and all relevant filings) for DRIS allotments/share allotments;
- Provide support to the VCTs in fundraising activity, in conjunction with share offer advisers and service providers, including preparation of documents and review of processes (including AML), processing applications, preparation and publication of RNS announcements;
- Arrange and regularly review D&O insurance policies for each VCT board;
- Prepare non-executive director appointment letters for all VCT board members;
- Attendance at VCT board meetings, annual general meetings and other general meetings.
Job Holder (Typical Qualifications & Experience):
Our desired candidate will have:
- An excellent academic record in addition to 5-10 years’ post-qualification experience (whether private practice or in-house). Secondment experience in a PLC environment preferred but not essential for those still in private practice.
- Experience in all areas of private and public corporate and company law. .
- The ability to report in an effective and consistent manner on key legislative matters and their impact on the VCTs in relation to public and private markets, regulatory, compliance and other areas of law and practice.
- Experience advising on corporate governance and company secretarial matters. Strong knowledge of company law and corporate governance and practical application of the law essential, including but not limited to all aspects of the Companies Acts, FCA regulations, AIM Rules, Anti-money laundering regulations, Listing Rules, Takeover Code.
- Good legal research skills and ability to apply that research in a practical environment.
- Excellent organisational and management skills and ability to meet tight deadlines.
- Excellent communication and interpersonal skills and the ability to work collaboratively and effectively with employees at all levels.
- Good computer skills, including a good working knowledge of Microsoft Word, Excel, PowerPoint and database use.
- Shares/demonstrates our Mercia Core Values/Behaviours.
- This role will involve regular travel to other Mercia office locations so the ability to travel in this role is a requirement.
- You should have the right to work in the UK.
If you would like to apply for this position, send your CV and a covering letter, detailing your availability to join us: careers@mercia.co.uk