Job Purpose: 

Exciting new opportunity for an ambitious company secretarial professional to play an instrumental role in the development of a newly established company secretarial function in a dynamic, growing mid-cap (£1.3bn) business with a clear programme to enhance its corporate governance agenda.
The job holder will provide comprehensive company secretarial and administrative support within the Legal and Professional Advisory department for the Group and its subsidiaries.  The role will have a significant level of responsibility and autonomy, combined with a high profile with senior management.  Key role in helping shape a best-in-class function covering the core company secretarial requirements, including PLC and subsidiary company support, compliance with Companies Act, AIM Rules, DTRs, Market Abuse Regulation and other relevant guidance and administration of share schemes.

The role will sit within the wider Legal and Professional Advisory Team and will work closely with the General Counsel and Company Secretary, Co-Heads of Legal and Executive Assistants and interact with senior management in the Finance, HR and Corporate Development teams.

Key Responsibilities:

Statutory Compliance - UK
• Liaison with the Company’s Registrars, Sharesave carrier and company advisers, as appropriate
• Draft minutes as required and directed ensuring that all the subsidiary company minutes are maintained in sequential numbered order;
• Assist in the year-end programme and liaise with Finance and external auditors on the drafting and finalisation of annual reports for RWS Holdings plc and its subsidiary companies, with specific responsibility for ensuring filing of the statutory accounts with Companies House within the prescribed period;
• Make recommendations to the General Counsel and Company Secretary and Group Head of Tax on composition of subsidiary company directorships taking into account senior managerial changes within the Group, ensuring compliance with legal requirements and tax advice;
• Implement entity management system (Diligent Entities or equivalent] to centralise the statutory records and put in place the process for the transfer of company data onto the system;
• maintain oversight of all statutory records to ensure the accuracy of the information on Diligent Entities (or equivalent entity management system) are maintained in line with applicable laws and disclosure and filing requirements are met;
• Ensure filing of annual confirmation statement, and other statutory documents for RWS Holdings plc and UK subsidiary companies with Companies House within prescribed period;
• Ensure that the statutory requirements of the Group’s operating and dormant subsidiaries in the UK (including statutory registers) and overseas are met, liaising with advisers as appropriate;
• Ensuring that the Diligent Entities (or equivalent entity management system) database is kept up to date as appropriate to ensure timely and accurate information about all Group companies is recorded.
Statutory Compliance - Overseas
• Support the Head of Legal with the implementation of an outsourced global entity managed services provider to manage international subsidiaries from a governance and regulatory standpoint;
• Support the Head of Legal in liaison with divisional/regional management and the global entity managed services provider to ensure the statutory compliance of overseas companies (c. 80 companies/branches in 30 countries).
• Assist in the incorporation of overseas subsidiary companies in conjunction with other Departments to meet business needs.
• Prepare subsidiary company directors’ share interest schedules for year-end overseas subsidiary accounts;
RWS Holdings plc Board and Board Committees
• Assist in the preparation of documents for PLC Board and Board Committee meetings and follow up after Board meetings as requested;
• Draft Board Committee minutes as directed.
AGM/EGM
• Assist with the drafting of the Notice of Annual General Meeting and supporting documentation, ensuring that all statutory requirements are met and Notices are sent to shareholders in a timely manner;
• In conjunction with the General Counsel and Company Secretary, ensure that Proxy votes are monitored by the Company’s Registrar and displayed at the general meeting and on the Company’s website;
• Assist with planning for the AGM, liaising with the Registrars and legal advisers as necessary to ensure a smooth process.
Annual Report/Year End
• Assist in the preparation of the sections of the Company’s Annual Report, in particular taking responsibility for the drafting of the sections relating to Directors’ Report, Directors’ biographies, Principal Subsidiaries and Shareholder information;
• Assist in the preparation of documentation as required to serve the information needs of Finance and Tax departments, divisions and auditors at the half-year and year-end e.g.  directors’ interests and information on share option schemes.
Share Schemes
Administer (in conjunction with HR Department) the launch, ongoing maintenance and maturity of options under the UK Sharesave scheme and any other employee savings-related share schemes, in particular:
o Ensure the effective communication of the Scheme to employees;
o Ensure option register maintained by Link Group or other savings carrier is correct and up to date;
o Ensure appropriate advice letters to employees and ex-employees on exercises of options are regularly reviewed and correct;
o Assist with the preparation of information to be presented to Remuneration Committee for approval;
o Review offer documentation to eligible employees ensuring it is accurate;
• Administer (in conjunction with HR Department) the award and vesting of shares under the Company’s executive share schemes ensuring:
o Compliance with all UK and overseas regulations;
o Any work requested to be undertaken by the Company’s external share scheme database administrators (“Cytec – Sharetrack”) is accurate and according to specification;
o Proposed grant is within Scheme limits;
o Proposed grant schedules to be presented to Remuneration Committee are accurate;
o Appropriate guidance is issued to employees at the time of grant;
o The share option register on the Cytec – Sharetrack share scheme database is maintained and updated accurately;
• In conjunction with HR Department, ensure that Guidance Notes for Treatment of Leavers is kept up to date and in accordance with the Scheme/Plan rules.
• In conjunction with the HR, Finance and Tax Departments ensure that the annual HMRC returns relating to the Company’s share schemes are filed within the prescribed period.
London Stock Exchange
• In conjunction with the General Counsel and Company Secretary, prepare and release, following authorisation, company announcements and circulars complying with all relevant deadlines and the AIM Rules for Companies and DTRs;
• review listing applications to ensure that sufficient shares are available for issue by the company to satisfy awards and exercise under share schemes.
General Administration
• Assist in the preparation and the general upkeep of the departmental procedures manual ;
• Administration of the Insider List held on Cytec Insidertrack to ensure compliance with the Market Abuse Regulation;
• Handle enquiries from shareholders, employees and data requests from credit and other agencies; 
• Assist on ad hoc projects undertaken by the Department;
• To always act and behave in a way compliant with all RWS company guidelines and policies, especially those relating to values and behaviours, environmental health and safety, ethics and codes of conduct.
• To support the behaviour of working as a team, sharing best practice and collaborating with colleagues outside of own sphere of business.

Skills and Experience:

• Qualified ICSA with appropriate technical company secretarial background. This is a hands-on role and good technical comfort is needed across much of the job description;
• Experience gained within a large group secretariat or professional practice environment;
• Experience of the UK listed or AIM environment is essential.  Familiarity with overseas statutory compliance would be an advantage;
• Experience of Diligent Entities and Cytec – Sharetrack (or similar) and PC literature with a good working knowledge of Microsoft Office Suite;
• Experience of Board Intelligence or similar board portal solution would be advantageous
• Experience of the management of Executive and Employee share option schemes;
• Self-motivated and willing to take ownership and operate autonomously;
• Team player with a flexible approach who is sensitive to the dynamics of a small team which often works under pressure;
• Good personal presence and effective communication skills, with the ability to influence, motivate and persuade others not necessarily within the department;
• A natural networker able to maintain and develop relationships internally and externally, with the ability to communicate at all levels;
• Recommend process improvements and efficiencies;
• Attention to detail and process focus with clear and concise drafting skills

Life at RWS - We work hard together to deliver for our customers; our expertise, professionalism and determination to never let others down drives us to be passionate and serious about what we do, deliver customer value, yet always adding a human touch.

RWS embraces diversity and promotes equal opportunity, we are an Equal Opportunity Employer and prohibit discrimination and harassment of any kind. RWS is committed to the principle of equal employment opportunity for all employees and to providing employees with a work environment free of discrimination and harassment. All employment decisions at RWS are based on business needs, job requirements and individual qualifications, without regard to race, religion, nationality, ethnicity, sex, age, disability or sexual orientation. RWS will not tolerate discrimination based on any of these characteristics.