Description of the Business Line or Department
The Kleinwort Hambros Group is part of the wider Société Générale (SG) group of companies. The Kleinwort Hambros Company Secretariat team is responsible for delivering timely, value adding company secretarial support and providing advice on company secretarial and corporate governance matters within the Kleinwort Hambros Group in the UK, Channel Islands and Gibraltar and to the wider SG network. The Company Secretariat team supports the boards of all the companies within the Kleinwort Hambros Group, including a number of banks and regulated entities. It also supports the senior management team and the board and management level committees
Summary of the key purposes of the role
To work closely with other team members to
provide timely company secretarial and governance support to the Kleinwort Hambros Group of companies, including end to end organisation and administration of board meetings and board and senior management committees.
provide advice to executive and non-executive directors and staff across the group on company secretarial and corporate governance matters, as appropriate.
implement processes and procedures to ensure the highest standards and best practice are maintained. To maintain knowledge of all main functions within Secretariat and deputise for other staff members as required.
develop strong relationships with senior management, compliance, risk, finance and tax departments across the Kleinwort Hambros Group and the wider SG network to ensure that appropriate board reports and papers are generated.
Summary of responsibilities
assisting with the development and delivery of appropriate internal board training programmes;
managing/delivering company secretarial projects such as corporate governance and board effectiveness reviews, group company mergers and liquidations and providing active support and advice to wider Group projects such as restructurings and external acquisitions.
Assisting with the updates to the Kleinwort Hambros Group directors and staff on significant company secretarial and corporate governance matters.
Operational Risk & Regulatory Responsibilities
Assisting with the update of the Kleinwort Hambros company secretarial and corporate governance policies and procedures to reflect best practice and current law and ensuring that they are applied consistently across the Kleinwort Hambros Group to enable each entity to comply with all relevant legal
and regulatory requirements in each jurisdiction as well as Kleinwort Hambros Group policy.
Ensuring the appointment of Kleinwort Hambros Group company officers is in line with SG Policy, regulatory requirements and company law
Supporting and advising directors to ensure that statutory duties are discharged effectively;
Ensuring the appropriate maintenance of and periodical update of the various internal and external statutory registers and required filings; including the maintenance and update of the records and, in particular, those on Blueprint and the SG company secretarial IT system “STP”;
Managing, controlling and escalating risks within scope.
Ensuring personal compliance with policies and procedures.
Ensuring timely intervention and escalation when breaches occur.
Ensuring that reasonable steps are taken personally to be fully aware of, understand and comply with all regulatory requirements from all regulatory bodies that are applicable.
Performing all duties in accordance with the principles outlined in the Kleinwort Hambros Code of Conduct, as well as the policies and procedures relevant to the team and own responsibilities, to ensure adherence to a culture that treats clients fairly and focuses on the long term sustainability of client relationships
Organisation and governance
Attending board meetings and committees in all jurisdictions
Ensuring the prompt production and circulation of draft minutes, tracking of matters arising, circulation of agendas, resolutions and meeting papers as set out in the CoSec meetings tracker;
Undertaking the role of company secretary, if appropriate.
Assisting with the SG insurance policy coordination.
Following up of Audit, Compliance and Inspection points.
Assisting with the corporate governance structure and with the maintenance of the Kleinwort Hambros Group Internal Control Manual, including the reviews of Committee Terms of Reference to meet best practice and the Kleinwort Hambros Group objectives;
Cooperation with other departments
Working with Compliance to ensure relevant regulatory requirements are met including timely completion of regulated appointments requiring board approval
Working with the Head of Corporate Governance and Accountability to ensure that corporate structure changes are reflected within the Management Responsibilities Map (UK regulatory requirement) and assist with the provision of induction and professional training for directors.
Developing and strengthening relationships with business heads to proactively promote best practice and ensuring a good understanding of corporate governance requirements in order to manage and minimise risks
Embodying the behaviours within the Kleinwort Hambros Code of Conduct and the regulatory Conduct Rules requirements
Performing all duties in accordance with the principles outlined in the Kleinwort Hambros Code of Conduct, as well as the policies and procedures relevant to personal responsibilities, to ensure adherence to a culture that treats clients fairly and focuses on the long-term sustainability of client relationships
Level of Autonomy and Authority
Can take decisions with regards to own work and decisions relating to boards, with reference to chairman where necessary
Together with another can commit the company
Material decisions are escalated to the Head of UK Secretariat and/or the Head of CEO Office and Company Secretariat
We are an equal opportunities employer and we are proud to make diversity a strength for our company. Societe Generale is committed to recognizing and promoting all talents, regardless of their beliefs, age, disability, parental status, ethnic origin, nationality, sexual or gender identity, sexual orientation, membership of a political, religious, trade union or minority organisation, or any other characteristic that could be subject to discrimination.