Deputy Company Secretary

An opportunity has arisen to be the Deputy Company Secretary of the Group’s high profile, fast-paced and collegiate Corporate Secretariat Team.  The role calls for an experienced, confident and energetic individual to provide leadership of the Corporate Secretariat Team alongside the Group Company Secretary, to provide expert advice on the Group’s corporate governance, and pragmatic, commercial and strategic input into company secretarial matters.

The successful candidate will operate at the highest level within the organisation and will have proven ability to build relationships with senior stakeholders, including members of the PLC Board and Executive Committee.

As Deputy Company Secretary, you will have responsibility for a broad range of company secretarial activities, including: 

1. Governance and Board Support (UK and international)

• Manage and deliver a best in class company secretarial service and support to the Board of Tesco PLC and its Committees, acting as secretary to committees and other meetings as required.  Ensuring the smooth administration of meetings including the production of Board and Committee papers, agendas and minutes and managing and reporting on matters arising.
• Providing continuing support, advice and guidance to members of the PLC Board and Executive Committee.  Assisting the Group Company Secretary with the induction of new Non-Executive Directors, including the development and implementation of bespoke induction programmes.  Supporting Non-Executive Directors on ad hoc matters, including share/bond dealings.
• In conjunction with the Group Company Secretary, ensuring that PLC governance procedures and processes adhere to best practice standards and expectations. 
• Monitoring and advising on the impact of emerging governance and regulatory matters, responding to consultations and representing Tesco PLC on working groups as appropriate.
• Support with shareholder strategy and the management of relationships with proxy advisory bodies.
• Advise on the application of the Group’s Delegation of Authority and Signing Policies and revisions to those policies to reflect business and operational needs.
• Deputise for the Group Company Secretary, as required.

2. Tesco PLC Listed Company Obligations

• Ensure compliance with legal, regulatory and listing requirements relevant to Tesco PLC, including but not limited to Companies Act, Listing Rules, Disclosure Guidance and Transparency Rules, MAR and managing the timely disclosure of information.
• Oversee the management of the Tesco PLC AGM and the production of AGM documents; dealing with emerging AGM issues.
• Alongside the Group Company Secretary, oversight of Corporate Secretariat’s production of the Annual Report, including the drafting and review (as appropriate) of the corporate governance report, remuneration report, directors’ report and related disclosures and ancillary documents; delivery of year end processes.
• Ensuring the preparation, compliance, review and release of regulatory announcements.

3. Share Plans and Share Registration

• Manage the Group’s relationship with its Registrars.  Lead contract, fee and service negotiations with the Registrars and address any performance issues arising.
• Oversee and advise on the development of the PLC shareholder strategy and shareholder communications.
• Responsible for the management of share registration matters and processes, including the dividend and DRIP/SCRIP processes, share forfeiture and small share dealing programmes and the operation of the UK and global corporate sponsored nominees.
• Development and implementation of the Corporate Secretariat and Group Reward shareholder-colleague strategy.  Close liaison with Share Schemes to ensure alignment of timetables and objectives and adherence to regulations and best practice.
• Approval of share allotments in connection with the Group’s share schemes.  Issue instructions and liaise as required with the trustees of the Group’s Employee Benefit Trusts.

4. Subsidiary Compliance

• Responsible for the development of the Group Subsidiary Governance Framework and for establishing group wide procedures and policies to ensure the effective oversight, control and governance of the Group’s corporate structure. 
• Supporting members of the Corporate Secretariat team to ensure the highest standards of statutory compliance and best practice, instructing third party advisers as appropriate.
• Acting as the point of escalation for issues arising and ensuring their appropriate resolution.
• Member of the Bank Mandate Committee approving changes to mandates and exceptions to Group policy.

5. Transactional and Project Support

• Advise and support on the company secretarial aspects of any major corporate actions and transactions. 
• Advise and support on intra-group funding processes, including dividends and equity injections to ensure delivery and compliance with company law.
• Manage and support the team on corporate simplification work, including distributable reserves, liquidations and loan restructuring programmes.
• Work with cross-functional teams including Tax, Treasury, Legal, Property, IR and external advisers to deliver projects in a collaborative and collegiate way.
• Representing Corporate Secretariat as a member of the CFO’s Group Finance and Accounting Board and advising on governance, corporate and commercial considerations.

6. Leadership

• Oversight and development of the Corporate Secretariat Team - line manager, coach and mentor for team members.
• Develop and maintain the right culture, behaviours and standards across the team.
• Drive continuous improvements in policies, procedures and quality of the service.
• Ensure the efficient running of the team and the provision of the highest quality company secretarial advice and assistance on any matter arising.
• Support the Group Company Secretary with budgeting and cost management for the Corporate Secretariat Team.
• Responsible for the recruitment process to hire new team members as and when required.

You will have experience of working with directors and senior stakeholders in a complex listed company environment.  You will have strong commercial awareness and be able to think creatively to proactively offer ideas and solutions to support the evolving needs of the wider business. 

In addition, you must:

• Be a chartered secretary (ICSA) or qualified lawyer.
• Have a thorough understanding of company law, listing and disclosure rules and other corporate governance and compliance matters relevant to a UK listed company.
• Demonstrable and wide ranging knowledge and experience of company secretarial issues.
• Have strong technical and analytical skills, with the ability to think broadly on issues and apply sound judgement in problem solving.
• Have excellent written and verbal communication skills, with a good eye for detail and the ability to deliver complex messages in a simple and creative way.
• Have strong project management, planning and organisational skills and the ability to work well under pressure, prioritise effectively and meet deadlines.
• Have high energy levels, resilience and ability to work effectively with colleagues at all levels across the organisation.
• Be able to lead and adapt well to change in a fast-changing retail environment.
• Have a tenacious and persistent approach with a focus on developing yourself and other members of the team.
• Demonstrate a collaborative approach with a focus on the “how” as well as the “what”.

We recognise that our colleagues work hard to deliver for customers, therefore, we offer excellent benefits that help to make Tesco a great place to work, including a flexible approach to how you manage your working week.

Other benefits include: 10% discount on your Tesco shopping throughout the year (both in-store and on-line after six months), onsite childcare facilities at our Welwyn Garden City campus and free parking.  We also want our colleagues to share in our success through our bonus and share ownership scheme.

We’re proud to have an inclusive culture at Tesco where everyone is welcome and truly feels able to be themselves. At Tesco, we not only celebrate diversity, but recognise the value and opportunity it brings to enable us to serve our shoppers a little better every day. We strive to create a workforce that reflects our customers not only here in the UK, but worldwide. Our aim is to attract and welcome a diverse range applicants from all walks of life and we’d love to hear from you!