ROLE PROFILE : Senior Governance Officer TIER : 5N Reports to: Governance Manager JOB PURPOSE: To provide efficient and effective governance and legal & regulatory compliance services for the Group. KEY RESPONSIBILITIES ROLE SCOPE Technical AREA 1. Provision of board member services to the Corporate Governance and legal Group structures. This includes: Knowledge 3 Planning 5 Communication & Influencing 4 Being lead contact for a subsidiary board and its administrator and implement the relevant processes to ensure their needs regarding administration of recruitment, appointment, appraisal and induction of board members are met. Problem Solving 4 Freedom to make Decisions 4 Assist in the induction of board members. 5 Responding to board member requests for information and advice appropriately and timely. Responsibility for People Responsibility for Resources 6 Maintain a positive and effective relationship with lead directors and board administrators to ensure an induction programme for new members is agreed and implemented. Obtain feedback and develop the programme to enhance the induction experience for board members. Provide or procure advice, toolkits and guidance for board members. COMPETENCIES LEVEL Business Focus & Direction Results Focus Attention to Detail Working with Others Relationship Management Team Work Creating Solutions Problem Solving & Decision Making Initiative Customer Excellence Customer Excellence ROLE PROFILE : Senior Governance Officer Reports to: Governance Manager Assess the need for and advise on the escalation of issues raised by board members to a senior level if appropriate. 2. Provide Board and Committee administration services to the corporate governance structure in line with agreed corporate standards adopting a business partnering approach, this includes: Board meeting planning, scheduling and corporate diary management in line with corporate calendar requirements; Drafting and liaising with the lead director to finalise the agenda; Writing quality and accurate reports on behalf of the Company Secretary which give board members the right level of information to support their governance role; Collation of papers; Coordination of photocopying, binding and distribution of all Board/ Committee papers to members and officers; Preparation of matters arising schedules. 3. Quality minute taking of board and committee meetings to a high and uniform standard which ensures all decisions are recorded accurately and in a way that shows how board members are fulfilling TIER : 5N ROLE PROFILE : Senior Governance Officer Reports to: Governance Manager their statutory duties. 4. Prioritise and respond to a wide variety of technical queries and requests for information from colleagues. These might be annual or of an ad hoc nature and could include (but are not limited to): Obtaining board approvals; Correct approvals for the execution of documents; Application of the delegatory framework and the General Consent; Appropriate and effecting drafting of board resolutions. 5. Support the Governance Manager in implementing the Group’s Probity framework, including providing advice and guidance to colleagues and working with the Corporate Administrator to ensure probity approvals are sought appropriately and the registers kept up to date. Manage and complete annual reporting requirements on probity declarations timely and accurately. 6. Lead on the updating and production of the Board Member Information Pack and the Board Member Induction Pack and manage its distribution to board members. 7. Support the Governance Manager on application of the delegatory framework and use of the General TIER : 5N ROLE PROFILE : Senior Governance Officer Reports to: Governance Manager Consent, ensuring all contractual commitments are only entered into with the correct authority and provide advice and guidance to colleagues on the process. 8. Manage the document signing and sealing process for the Group, check approvals meet the requirements of the delegatory framework and guide the Governance Assistant in the execution of documents. Review and update guidance and toolkits for the Governance Services team and the Group’s staff on signing and sealing as appropriate. Respond to queries from staff on the process. 9. Support the Governance Manager in provision of quality and professional company secretarial and administration services to external customers, in line with the relevant service contract. 10. Provide technical assistance to the Governance Manager in completion of projects, such as rule changes, winding up of subsidiaries and compliance with the selected governance code to include: scheduling of SGM’s, preparation of agendas; drafting reports and board papers, minuting the resolutions, liaising with lawyers and consultants; and the making of appropriate returns to regulatory bodies. 11. Develop and populate a board members area on the Group’s intranet. 12. Review new compliance legislation and guidance TIER : 5N ROLE PROFILE : Senior Governance Officer Reports to: Governance Manager relevant to the Group and notify relevant staff and/or board members of the changes. 13. Maintain the compliance schedules for regulatory bodies, review documentation and update as appropriate. 14. Work with the network of board administrators and community governance group administrators across the Group and provide appropriate central support and advice. 15. Develop and maintain policy and procedure guidance for activities undertaken by the Governance Services team. General 16. Prioritise and manage workload, be proactive in setting goals and achieving deadlines. 17. Foster and manage positive and effective working relationships with colleagues, board members and customers, be committed to high standards of customer service and seek continuous improvement. 18. Develop and maintain accurate information systems relevant to the responsibilities of the team, including developing and maintaining electronically held databases and ensuring that all filing systems enable the smooth storage and retrieval of information. 19. Take a flexible and positive approach to customer service, recognising and responding to any individual TIER : 5N ROLE PROFILE : Senior Governance Officer Reports to: Governance Manager or specific needs from internal and external customers. 20. Maintain an awareness of budgetary issues affecting the team and apply budget guidelines. 21. Following qualification, maintain registration with an appropriate professional body and undertake continuing professional development in compliance with that body’s requirements. 22. Maintain the current professional and technical knowledge required of a competent and suitably qualified company secretary and contribute that expertise for the benefit of the Group. 23. To carry out any other reasonable duties which may be identified by the Governance Manager. TIER : 5N ROLE PROFILE : Senior Governance Officer TIER : 5N Reports to: Governance Manager KNOWLEDGE/ SKILLS/ EXPERIENCE Educated to degree level. An Institute of Chartered Secretaries and Administrators qualification or appropriate degree and/or designations as company secretary and/or professional designation in other appropriate areas such as law or a willingness to acquire this. Experience of such role required. IT literate (Microsoft Office, Outlook, Excel and Powerpoint) and good typing skills. Competent and quality minute taking experience required. Attention to detail and an ability to extract key messages from complex analysis. Ability to work sensitively with confidential information. Excellent communication skills along with independence, self-motivation, analytical skills, attention to detail, time management skills and ability to work under pressure (this will be both time pressure and the pressure caused by needing to evaluate complex situations objectively in the face of competing internal views). Ability to scope, manage and deliver projects effectively. Strong interpersonal skills including an ability to interact effectively at all levels in the organisation. Demonstrate a commitment and an ability to understand diverse interest groups and power bases within organisations and the dynamics between them. Driver with own vehicle. Ability to travel to any of the group’s office locations if the need arises. ROLE PROFILE : Senior Governance Officer TIER : 5N Reports to: Governance Manager ADDITIONAL ROLE INFORMATION: Context/Environment: Governance Services team sitting within Legal Services Directorate. Working Relationships: Company Secretary, Directors, Board members and staff within the Group. External customers of company secretarial services. Regulators. External consultants. Additional Information Post Holder: Signed ................................................ Date ................................................ Line Manager: Signed ................................................ 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