Torchora
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Key Responsibilities and Required Skills for Governance Officer

💰 $85,000 - $130,000

GovernanceComplianceLegalRisk Management

🎯 Role Definition

The Governance Officer plays a crucial role in upholding the organization's commitment to robust corporate governance. You will act as a key advisor and facilitator for the Board of Directors and its committees, ensuring they have the information and resources needed for effective decision-making. This position involves managing all facets of board and committee meetings, maintaining corporate records, developing and implementing policies, and monitoring regulatory changes to ensure ongoing compliance. You will be a central point of contact for governance matters, working across departments to embed best practices and foster a culture of integrity and accountability.

📈 Career Progression

Typical Career Path

Entry Point From:

  • Legal Assistant or Paralegal
  • Compliance Analyst or Coordinator
  • Junior Company Secretary

Advancement To:

  • Senior Governance Manager or Head of Governance
  • Company Secretary or Deputy Company Secretary
  • Chief Compliance Officer

Lateral Moves:

  • Risk Manager
  • Data Governance Lead
  • Internal Audit Manager

Core Responsibilities

Primary Functions

  • Manage the end-to-end logistics for all Board of Directors and committee meetings, including scheduling, preparing agendas, and collating and distributing board packs using board portal software.
  • Attend and produce high-quality, accurate, and timely minutes of board and committee meetings, meticulously tracking action items to ensure their completion.
  • Serve as a primary advisor to the Board and senior management on corporate governance principles, best practices, and relevant legislative changes.
  • Oversee the maintenance of all statutory books and records, including registers of directors, members, and major shareholders, ensuring full compliance with the Companies Act and other regulations.
  • Lead the development, review, and continuous improvement of the corporate governance framework, policies, and procedures to ensure they remain fit for purpose.
  • Manage the organization's conflicts of interest policy, including maintaining the register and providing guidance to directors and employees.
  • Coordinate all aspects of the Annual General Meeting (AGM), from drafting the Notice of Meeting and related documentation to managing proxy voting and logistics.
  • Act as a key liaison with regulatory bodies, external auditors, and legal counsel on all governance-related matters.
  • Support the risk management framework by assisting in the identification, evaluation, and mitigation of governance and compliance risks.
  • Conduct regular governance audits and health checks to assess the effectiveness of controls and processes, recommending improvements where necessary.
  • Oversee the corporate governance of subsidiary entities to ensure consistent standards and compliance across the group.
  • Monitor the external environment for changes in legislation, regulation, and best practice, providing timely analysis and recommendations to the organization.
  • Play a key role in the preparation and review of the corporate governance section of the Annual Report and other public disclosures.
  • Develop and manage the induction program for new directors and provide ongoing training and development support for the entire board.
  • Ensure the effective and secure flow of information to and from the Board, maintaining the highest levels of confidentiality and discretion.
  • Prepare and manage all statutory and regulatory filings with relevant authorities, such as Companies House, the SEC, or other jurisdictional equivalents.
  • Assist in the administration of employee and executive share schemes, ensuring compliance with all legal and regulatory requirements.
  • Support the development and reporting of the organization's Environmental, Social, and Governance (ESG) strategy and initiatives.
  • Manage the processes for director appointments, resignations, and performance evaluations in line with established procedures.
  • Champion ethical conduct and a strong compliance culture throughout the organization through training, communication, and leading by example.

Secondary Functions

  • Handle ad-hoc governance-related inquiries and complex research requests from senior leadership and the Board.
  • Contribute to the continuous improvement of the corporate governance framework and the organization's overall compliance strategy.
  • Collaborate with legal, finance, risk, and other business units to ensure cohesive policy implementation and enterprise-wide compliance.
  • Participate in significant cross-functional projects and initiatives, representing the governance function and its requirements.

Required Skills & Competencies

Hard Skills (Technical)

  • Corporate Law & Company Secretarial Practice: Deep understanding of corporate legislation, regulations, and company secretarial responsibilities.
  • Regulatory Compliance: Proven knowledge of relevant governance codes (e.g., UK Corporate Governance Code, Sarbanes-Oxley) and regulatory frameworks.
  • Policy Development & Management: Skill in drafting, implementing, and maintaining clear and effective corporate policies and procedures.
  • Advanced Minute Taking: Ability to capture the essence of complex discussions and decisions at a board level accurately and concisely.
  • Board Portal Software Proficiency: Experience using platforms such as Diligent, Boardvantage, or Computershare.
  • Risk Management Frameworks: Understanding of how to identify, assess, and mitigate governance-related risks.
  • Statutory & Regulatory Reporting: Experience in preparing and submitting formal filings to corporate and regulatory bodies.
  • Project Management: Ability to manage multiple governance-related projects, such as AGMs or policy rollouts, simultaneously.

Soft Skills

  • Discretion and Confidentiality: Unquestionable integrity and the ability to handle highly sensitive information with the utmost discretion.
  • Exceptional Communication: Superior written and verbal communication skills, with the ability to articulate complex legal and governance concepts to non-specialists.
  • Stakeholder Management: Excellent interpersonal skills and the political astuteness to build strong relationships and influence senior leaders, board members, and external partners.
  • Meticulous Attention to Detail: A precise and thorough approach to all tasks, from minute-taking to reviewing legal documents.
  • Analytical & Problem-Solving Skills: The ability to analyze situations, identify key issues, and develop practical and effective solutions.
  • Organizational & Planning Skills: World-class organizational abilities to manage competing priorities and tight deadlines effectively.
  • Proactivity and Initiative: A forward-thinking mindset to anticipate future governance challenges and opportunities.

Education & Experience

Educational Background

Minimum Education:

  • A Bachelor's Degree in a relevant field.

Preferred Education:

  • A Master's Degree (e.g., Law, Business) or a relevant professional qualification such as the ICSA/CGI (Chartered Governance Institute) qualification is highly desirable.

Relevant Fields of Study:

  • Law
  • Business Administration
  • Finance
  • Public Administration

Experience Requirements

Typical Experience Range:

  • 3-7 years of progressive experience in a corporate governance, company secretarial, compliance, or legal role.

Preferred:

  • Direct experience supporting a Board of Directors and its committees within a publicly-listed company or a highly regulated industry (e.g., financial services, healthcare) is strongly preferred.
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