Job Title: Company Secretary
Reports To: Finance Director
Location: Bristol, UK
Hours: £37.5 Hours per week
Salary: £50,000 per annum

About ACH
Our vision is to empower refugees and migrants who reside in the UK to lead self-sufficient and ambitious lives.
ACH is a social enterprise comprised of a diverse group of strategists and researchers led by lived experience. We provide tailored integration services that not only help individuals, but also disrupt the systems that have entrenched inequalities in our society.
We have a track record of delivering effective support services that give refugees and migrants the tools they need to succeed. In 2021 alone, we have helped 1000+ people to achieve their personal goals and lead fulfilling lives in their new country.
By working with us at ACH, you will be supporting refugees and migrants to build a better, brighter future.


Key Responsibilities:

The Company secretary is responsible for advising the Board on legal matters, governance and adhering to company policies. The role has two main functions:
1. Delivering on Secretariat duties
2. Governance and Legal compliance particularly as it relate to the Board.
3. Act as the Data Protection Officer

Company Secretarial

• Support the Board and SMT in the day-to-day administration of the Company to keep the Company legal. Especially in relation to key corporate policies approved by the Board
• Responsible for corporate record keeping, Governance calendar, completion and return of statutory filings, updating of statutory registers and minute books of the Company and all subsidiaries.
• Keep Register of declaration of board interest, incidents of fraud, whistleblowing, GDPR and submission of returns.
• Ensure that the Company complies with all relevant statutory and regulatory requirements, in particular:
o To keep under close review all legislative, regulatory, and corporate governance developments that might affect the Company’s operations, ensuring that the Boards are fully briefed on these and that it has regard to them when taking decisions; and
o To ensure compliance with the continuing legislative and regulatory rules, ensuring timely publication and dissemination of reports and Accounts and other periodic reporting.
• Ensure that Board meetings are regularly convened and that a formal schedule of matters specifically reserved for decision by the Board is maintained.
• Ensure the smooth running of the Board’s and Board Committees’ activities by consulting with the Chairs, CEO, and SMT to plan and design agendas and electronic papers, preparing and presenting papers to the Boards and Board Committees, minuting meetings, advising on Board procedures, and helping to ensure that the Board and staff follow them.
• Provide comprehensive administrative support to the Boards and Committees.
• Assist the Chairs and Chief Executive and other Directors to determine the annual Board plans and the administration of strategic governance by the Board.
• Submit Board action plans to the Chief Executive and other Directors and monitor progress against the plan.
• Assist in the implementation of corporate strategies by ensuring that the Board's decisions and instructions are properly documented.
• Administer Board, Committee, and subsidiary secretarial functions.
• Ensure that an appropriate procedure is in place for individual directors to take independent advice if necessary;
• Arrange appropriate training for the directors and a suitably tailored induction programme for newly appointed Non-Executive Directors.
• Arrange review of Non-Executive Director remuneration and support with the chair arranging board member appraisals.
• Support board recruitment and delivering alongside the chair and the CEO the induction of new members to ACH and Himilo Board policies and Governance requirements.
• Producing an Annual Calendar for the Board for the year ahead.

Governance

• Promote sound standards of corporate governance and act as a guardian of corporate integrity, including to ensure that the concept of stakeholders is in the Board’s mind when important decisions are being taken and to ensure that corporate social responsibility issues are considered.
• Advise regulatory bodies of constitutional changes and sales of assets.
• Review all legislative and regulatory developments and advise the Boards and Committees accordingly.
• Coordinate arrangements for all Company Member meetings, including the preparation and delivery of relevant documentation and associated procedures for the meeting.
• Prepare governance sections of the annual report and assist in the overall production of the annual report, providing guidance on best practice.
• Ensure that communication of statutory matters takes place with stakeholders as appropriate, and that due regard is paid to their interests.
• Manage relationships with, and drive efficient performance of, relevant external service providers including the registrars, employee benefit, Non-Executive Directors and share plan administrators.
• Preparing each year Self-Assessment of the NHF Code of Governance and Conduct, Legal and Regulatory Assurance report, and Board/Governance effectiveness report.
• Engage external suitable consultant for every 3 years with the Chair and the CEO and other Directors for Governance effectiveness review. Any actions coming from these reviews closely monitored and engaged relevant personal.
• Support with the chair carrying out annual Board member Appraisal and skills audit.
• Responsible for producing, reviewing and record keeping of Policies related to the Board effectiveness. Operational policies are not included in this JD.
• Preparing Service Level agreements for the Board Members. So, members are clear of their responsibilities.
• Work with the Chair and the CEO for any Board training requirements. Sign post Board members to the resources readily available from NHF, CIH and other relevant bodies.
• Making sure Board related policies are adhered to. where there are breaches, offer guidance to the Chair or the main board if related to the Chair.
• Reviewing and updating terms of references for the Board and Committees.

Committee Support Responsibilities

The Company Secretary is responsible for arranging the meetings and the agenda with the chair, compiling relevant reporting, and producing minutes and action tracker for the following meetings:
• ACH Board
INCE Committee
• Risk and Audit Committee
• People Enabling Committee
• Housing Strategy Committee

It is the responsibility of the Company secretary to produce the minutes and the agreed actions within the time frame agree with the chair.

UK GDPR Officer

Ensure that appropriate policies and procedures are in place to comply with UK GDPR
• Implement best practices in GDPR in the organisation
• Embed the importance of GDPR in the organisation
• Deal with all SAR requests.
• Help assess lawful bases for processing personal data.
• Help maintain records of processing activities.