Responsible for assisting the ABCIB Company Secretary with the smooth running of the board and board committees of ABCIB and the ABC BSC London Branch; advising on board procedures and ensuring that the board follows them; advising on all legislative, regulatory and corporate governance developments that affect the Bank’s operations; preparing and circulating minutes of proceedings and preparing all policy and charter documentation; acting as a point of contact and source of advice for (in particular) non-executive directors.
Assist the Chair/Company Secretary with the smooth running of the Banks’ board and committees, assisting with the setting of agendas, preparation of papers and calling of meetings;
Work with the Chair, Company Secretary, CEO and management to ensure the presentation of accurate, timely and high quality supporting information for the board and its committees.
Build relationships of mutual trust with the Chair, non-executive directors whilst maintaining the confidence of the Company Secretary, CEO and executive directors.
Act as a point of contact and source of advice and guidance for directors (particularly in relation to confidential or sensitive issues).
Preparation and circulation of minutes for the board of the Banks and the various Board Committees (ABCIB: Corporate Governance Committee, the Remuneration Committee, the Audit Committee, the Compliance Committee, and Board Risk Committee; and the ABCIB and London Branch Mancoms;
Draft and periodically up-date the constitutional and corporate governance documents for the Banks, including the board charters, all policy documents at board level and the charters of the Boards’ Committees.
Draft the corporate governance documents of the London Branch, including its committee charters.
Assist the Chair/Company Secretary with the induction of new directors, drafting the induction policy and maintaining an up-to-date induction pack with materials which inform the director as to the legal and regulatory requirements placed on a director.
Assist the Chair/Company Secretary with the continuing education of directors, drafting papers and making presentations as required and liaising with directors and HR in order to establish a programme of continuing education.
Assist with all annual administrative matters including, but not limited to, the board annual self-assessment process, drafting and updating the required questionnaires, conducting one-to-one interviews, collating and analyzing the data produced for presentation to the ABCIB Corporate Governance Committee.
Maintain the Banks’ statutory registers and those of its UK subsidiaries.
Ensure that annual returns and other required documents are promptly filed with Companies House or equivalent for the Bank, and the London Branch.
Inform Companies House or equivalent of any changes in the Bank’s or London Branch’s constitution/structure/directors.
Ensuring the security of the Banks’ constitutional legal documents e.g. its Certificate of Incorporation and Articles of Association.
Assist with the drafting and maintenance of the Management Responsibilities Map for the Banks and for London Branch.
Assist the Banks and London Branch with the corporate governance aspects of all specific projects which are undertaken from time to time.
Ensure that all legislative, legal, regulatory and corporate governance developments or changes are communicated to the board and that the board has regard to them when taking its decisions.
Assist the Banks with advice and drafting in relation to corporate governance matters below board-level, such as management committee structures and terms of reference.
Assist the Company Secretary in connection with any matters required in respect of the Banks’ subsidiaries.
Good understanding of English company law
Good understanding of corporate governance and regulatory requirements and standards at board level (Company Secretary requirement)
Good understanding of the English law as it applies to directors of companies (Company secretary requirement)
Professional qualification as a solicitor or barrister in England & Wales
5 years or more PQE
Proven ability to provide practical, accurate advice and support across a broad range of issues relating to the board
Ability to instruct external advisers on complex matters
Proven capacity to advise and provide guidance for senior management in relation to sensitive issues
Ability to identify and analyse issues and recommend and implement practical solutions
Proven record of dealing with management at a senior level or board level
High degree of professional ethics and integrity
Practical approach to problem solving
Confident and effective communicator (both written and oral)
Ability to prioritise and manage workloads
A self-starter capable of building strong working relationships with senior management and directors