Detailed job description and main responsibilities

• Work closely with and advise the Board and senior managers on matters of corporate governance, interpreting procedures and rules within the company’s legal framework
• Support and promote the highest standards in corporate governance ensuring compliance with the Company’s Articles of Association, legal and regulatory filings and best practice
• Manage, co-ordinate and/or contribute to the production of all appropriate reports, forward plans, self-certifications and submissions to relevant regulatory bodies and ensure that they are filed and published and where appropriate made available for public inspection. This includes notices of appointment, including the removal and resignation of Directors.
• Ensure the work of the Board and Committees support delivery of the company’s vision, that they are properly constituted in accordance with regulation and best practice guidance.
• Ensure good information flows within the Board and Committees and between senior management and the non-executive Directors.
• Ensure that professional, effective and efficient administrative secretarial support is provided to the company with appropriate reporting to the parent company and other entities
• Draft Terms of Reference for all Board, committee(s) and appropriate management meetings to ensure their compliance and effectiveness
• Coordinate production of Board and Committee agendas, meeting packs and minute ensuring Board and Committee decisions are recorded clearly, accurately and that actions are followed up.
• Draft relevant papers as required
• Provide guidance to other meetings of best practice in meeting management
• Develop, manage the governance framework supporting the Board and Committees in line with the framework and statutory and regulatory requirements
• Establish a formal schedule of matters reserved for decision by the Board and a formal division of responsibilities between the Chair & the Managing Director, for agreement by the Board
• Ensure the organisation has relevant up-to-date policies and processes to function effectively and in compliance with legal and regulatory requirements
• Support the preparation of relevant sections of the Annual Report and Accounts
• Establish corporate governance annual review plan e.g. succession planning, directors’ reviews, board and committee effectiveness/skill matrix, terms of reference, forward plans, declarations/conflicts of interest, Fit and Proper Person
• Ensure compliance with all statutory obligations including maintenance of statutory records and Companies House filings to ensure compliance with all requirements
• Ensure procedures are in place to support the directors discharge their statutory duties under ss171 to 177 of the Companies Act 2006 and avoid conflicts of interest
• Work with the Chair to ensure appropriate director induction and their professional development
• Establishing procedures for directors to take independent professional and legal advice if required and monitor advice received
• Ensure compliance with the Board Declaration and Management of Interests, the Gifts and Hospitality and Expenses Policies, and other such policies and requirements.
• Ensuring regular review of key company documentation such as SFI’s, SO’s, Scheme of Delegation, Articles of Association, OHFA and Service Contracts, KPI’s, SLA’s and SSA’s.
• Support the Directors in risk management, its reporting and the Board Assurance Framework (BAF) including ensuring an annual review by the Board of risk appetite, strategic objectives and the BAF
• Manage the company’s corporate documentation and record keeping  
• Undertake regular horizon scanning, to assess and interpret corporate governance and/or policy information from regulatory bodies and other subsidiaries etc, identifying any implications for the company and determine or recommend the most appropriate course of action
• Ensure that the company’s website and intranet provided accurate and up to date information