Senior Governance Officer – Internal Corporate Governance

Responsibilities

• Provide end-to-end company secretarial and internal corporate governance support to Subsidiary Boards and committees, including day-to-day entity governance administration.
• Board and committee meeting administration, including agenda planning, forward schedules and annual calendars, and accountability for the preparation, quality and timely completion of minutes.
• Governance oversight of statutory records, entity registers and statutory filings, including assurance over accuracy, completeness and timeliness.
• Development, periodic review and implementation of board and committee Terms of Reference, and facilitation of the circulation, adoption or noting of Group policies by Subsidiary Boards, as appropriate.
• Governance ownership of director appointments and cessations, including process oversight and documentation.
• Support for Subsidiary Board composition, including skills, diversity and succession considerations.
• Governance ownership of the delivery of board and committee effectiveness reviews for allocated entities.
• Maintenance of board and committee skills matrices.
• Responsibility for ensuring actions arising from effectiveness reviews are appropriately tracked, implemented and closed, with escalation where required.
• Oversight of director induction and ongoing training for portfolio entities.
• Delivery of the quarterly corporate governance compliance programme for allocated entities, including identification of gaps, follow‑up actions and escalation of non‑compliance.
• Active governance escalation and issue management, including identification of emerging governance risks and timely engagement with the Governance Team Leader.
• Operate within the ICG Target Operating Model, retaining governance ownership while partnering with Operational Support teams for defined delivery activities.
• Provide clear instructions, review outputs and quality‑assure deliverables produced by Operational Support teams.
• Ensure adherence to documented procedures, templates and RACI responsibilities.
• Escalate capacity, quality or risk issues impacting governance delivery.
• Act as a primary governance contact for Subsidiary Chairs, Directors and Committee Chairs for assigned portfolio entities.
• Liaise closely with Group Legal, Risk, Compliance and senior management.
• Support the Governance Team Leader with governance reporting, MI and escalation matters as required.

• ICSA / CGI qualified or equivalent legal or corporate governance qualification
• Significant experience (typically 5+ years) in company secretarial or corporate governance roles within financial services or regulated environments
• Experience supporting Boards and Committees
• Experience working within a service or operating model environment is desirable.
• Strong technical knowledge of corporate governance, company secretarial practice and subsidiary board operations.
• Experience operating within regulated and multi-jurisdictional environments.
• Sound professional judgement, with confidence to escalate issues appropriately.
• Strong written and verbal communication skills, including minute-writing expertise.
• High attention to detail and commitment to governance quality.
• Ability to manage competing priorities and meet deadlines.
• Collaborative and pragmatic approach to working within an operating model.

Demonstrates expertise in corporate governance and company secretarial practices, with a strong focus on board administration, compliance, and governance quality. Proven ability to manage governance processes, support subsidiary boards, and ensure adherence to regulatory requirements.