Experienced Company Secretary

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Job Description

This is a real opportunity to help transform the approach for the company secretarial and legal entity governance support function in this region for American Express during a time of exceptional change. In addition to helping define the strategy for company secretarial support for American Express in this region, this role will require a ‘hands on’ approach.

Forming part of the in-house legal department of American Express (known as the General Counsel’s Organization) in the Europe, Middle East and Africa (EMEA) region, this role will help to lead and provide company secretarial and governance support for American Express subsidiaries in this region.

The role will report to the Head of the Company Secretarial function for EMEA in the American Express General Counsel’s Organization.

 

    Responsibilities:

    • Assist the Company Secretary in the management and development of the existing company secretarial function and generally provide support and guidance for legal entity governance and secretarial matters within the EMEA region in American Express

    • Assist the Company Secretary for main American Express operating companies in the UK

    • Help coordinate company secretarial support arrangements in certain other European countries

    • Work with other members of the General Counsel’s Organization and other stakeholders to design and propose governance structures that work effectively within the American Express matrix organization and to identify opportunities to continually improve the governance framework; as part of this, prepare and update board and committee terms of reference, schedules of powers reserved and board handbooks

    • Planning board meetings, coordinating and preparing board materials

    • Preparing high quality minutes, coordinating, tracking and ensuring action items arising from board meetings are progressed and reporting back to the board

    • Generally supporting the Chairperson(s) of the boards, secretarial functions and other key stakeholders to ensure the smooth operation of board meetings and corporate governance matters

    • Drafting board and shareholder resolutions as required

    • Drafting documentation necessary to support corporate administration, including appointments and resignations, powers of attorney, delegations of authority, confirmation statements, updates to constitutional documents and issuance of share capital and declaration and payment of dividends, etc.

    • Advising on correct company secretarial and governance procedures required by law, constitutional documents and American Express internal policy and processes

    • Effecting relevant corporate filings and updates as required for UK and European subsidiaries, branches of foreign companies established in the UK and working with internal stakeholders and outside counsel for filings relevant to local subsidiaries and branches in other countries in the EMEA region

    • Liaising with colleagues and stakeholders in other European countries to share knowledge, best practices regarding company secretarial and governance matters and otherwise to support non-UK subsidiaries

    • Helping in the management of relationships with external company secretarial support providers (including law firms and other specialist providers)

    • Assist, lead and coordinate special projects relating to legal entity and governance matters as required, such as reviewing board composition, establishing/documenting signing and approval processes, updating constitutional documents, undertaking corporate health checks, board performance evaluations, etc.

    • Deliver and seek to continuously improve a training program and relevant content for board members and legal entity officers in respect directors’ duties, corporate governance and American Express group policies and standards relating to legal entity governance to support the induction of new directors and continuing professional development of existing directors

    • Organizing and supporting incorporations and registrations of corporate entities, as well as de-registrations, dissolutions and liquidations

    • Monitoring developments on corporate law and practice relating to company secretarial and governance matters and reporting to stakeholders as necessary

    • Liaise closely with American Express Corporate Secretary’s Office (US) and Legal Entity Governance Centre of Excellence

    This role may be subject to additional background verification checks.


    Qualifications

     

    • A-level (or equivalent) and degree level University education, and/or relevant experience

    • A legal qualification or recognized chartered company secretarial qualification

    • Experience in a company secretarial role (assistant company secretary, company secretarial assistant or equivalent position), ideally in the financial services industry

    • Experience dealing with UK companies, including UK companies operating via branches and subsidiaries in other countries

    • Significant experience in a role involving a high degree of direct board interaction

    • Significant experience in providing board support and preparing minutes for complex matters

    • Demonstrated ability to design and advise on governance structures that work effectively in group structures, matrix management organizations or cross-border scenarios

    • Familiarity with legal entities incorporated or established in other European countries

    • Familiarity with Blueprint

    Required personal attributes:

    • Confidence and ability to work with multiple business and support group stakeholders on a day to day business

    • Desire to take a lead in and help shape the vision for company secretarial and governance support for American Express in EMEA

    • Strong administrative, planning and organizational skills

    • Attention to detail and excellent verbal and written communication skills

    • Ability to adapt and communicate clearly with all levels of personnel and other internal and external stakeholders

    • Willingness to roll sleeves up and handle detailed tasks and administrative aspects as well as assisting in the management of the function

    • Skilled at effective multi-tasking - able to manage and prioritize a wide variety of matters and clients to high levels of client satisfaction

    • Ability to respond under time pressure to business issues with executable solutions clearly linked to business objectives

     

    To complete your application please click on the links below. However, if you require any assistance with the completion of this process – or need any reasonable adjustments to be made – then please contact the Recruitment Team on recruitment.support.uk@aexp.com or 00800 83 000038 (free phone, subject to individual carrier charges). For Russia based candidates on 810 800 83 000038.






    ReqID: 20000148
    Schedule (Full-Time/Part-Time): Full-time
    Date Posted: Jan 10, 2020, 2:39:52 PM