Al Rayan Bank is a growing, ethical and incredibly diverse bank based in new offices in the leafy suburb of Edgbaston, a stone's throw away from central Birmingham. As part of the Masraf Al Rayan Group which is the 2nd largest bank in Qatar, we've got exciting growth plans and aim to deliver a professional, first class service to our customers. As a business, we are going through a period of positive change with a focus on diversity and inclusion and cultural transformation including a real focus on flexibility and work life balance going forward. The business is having one of its most profitable years to date. Purpose of the Role We have a fantastic opportunity for a Company Secretary to join Al Rayan Bank. This position will play a vital role in the efficient running of the Board, ensuring the highest standards of governance are always maintained. The role provides the key interface with shareholders. In addition, the Company Secretary will be responsible for organising and managing board committee meetings, including preparing agendas, taking minutes and ensuring follow-up on decisions made. Key Responsibilities Organise, attend, and take minutes of scheduled and ad hoc Board and Shareholder meetings, in accordance with SLAs Maintain the Board’s statutory register and books and ensure all legal and Regulatory filings relating to these are performed Ensure good information flows within the Board and its committees, between senior management and non-executive Directors, as well as facilitating induction and assisting with professional development The Company Secretary is responsible for advising the Board and Board Committees through the relevant Chairman on all governance matters All Directors should have access to the advice and services of the Company Secretary who is responsible to the Board for ensuring that Board procedures are complied with Advising the Board and others on corporate governance and best practice, including the application of corporate governance codes and other requirements Ensure compliance with the Board Committee TORs and the annual requirements contained within Maintain strong relationships and contact with Company Registrars, regulatory bodies, external auditors, Alrayan Bank Qatar, Company Secretary and other advisors Ensure the governance arrangements laid out in the Memorandum of Understanding (MOU) between the Bank and Alrayan Bank Qatar are observed Keep under review regulatory and governance developments that may impact the Bank and ensures that the Board is appropriately briefed on them Act as a confidential sounding board to the Chairman and other Directors on issues of concern Provides, where appropriate, a discreet but challenging voice in relation to Board governance deliberations and decision making, drawing on professional experience Maintain the Corporate Governance Handbook designed to enable the Board, its Committees and Executive Management to operate within a clear governance framework Schedule meetings, assisting with the preparation of agendas, providing guidance on Board paper content, ensuring timely delivery of papers; recording Board minutes and decisions clearly and accurately, pursuing follow up actions and reporting on matters arising Developing a proactive relationship with Board members, providing a source of information and advice, and acting as a key point of contact with non-executive Directors Develops and supports Board and Committee performance evaluations, which are tailored to the Bank’s particular needs Assist the REMCO Chair in undertaking the Board’s skills gap analysis Ensuring the Board is kept in touch with shareholder opinion on a continuing basis Managing the convening and conduct of the AGM in line with statutory and regulatory requirements and using it as an opportunity to communicate with investors Ensuring that the necessary disclosures on corporate governance and the workings of the Board and its committees are included in the annual report, on the Company’s website or in documents circulated to shareholders. Set out below are the areas of action required to discharge those governance responsibilities which are normally managed or shared by the Company Secretary. Implementing procedures to help Directors discharge their statutory duties To provide guidance to the Board and senior management on Company law matters and monitoring changes in relevant legislation and the regulatory environment. Responsible for corporate governance oversight. Responsible for coordinating the annual insurance programme for the Bank, including maintaining the Directors’ & Officers’ Liability insurance Maintaining the Board’s statutory registers or books Filing of annual returns and financial statements to all relevant third parties (for example Companies House) Arranging meetings of the Directors and the shareholders (including AGM’s) Informing Companies House of any significant changes in the Board’s structure or management, for example the appointment or resignation of Directors Establishing and maintaining the Board’s registered office as the address for any formal communications. Ensuring that all the Board’s business stationery carries its name, registered number, country of registration and registered address (and other places where legally required). Ensuring the security of the Board’s legal documents. Managing the Company Registrar. Need to travel to Qatar occasionally (annually) Key Performance Measures Effective arrangement, running and documenting of Board, Committee, and shareholder meetings Proactive notification and advice on changes to Corporate Governance. Completion of relevant Induction programmes for new Board Members. Ensure that we hold at least 4 dedicated board training sessions during the year. Build a strong relationship with relevant individuals in Alrayan Bank Qatar. Risks and Controls Ensures that the fair treatment of customers is at the heart of everything we do, both personally and as a Bank. This is achieved by consistently displaying brand behaviours. Continually reassess the operational risks associated with the role and inherent in the business, taking account of changing economic or market conditions, legal and regulatory requirements, operating procedures and practices, people reorganisation and the impact of new technology. This is achieved by ensuring that all actions take account of the likelihood of operational risk occurring and by addressing any areas of concern with line management and/or the appropriate department. Adheres to, and is able to demonstrate adherence to, internal controls. This is achieved by adherence to all relevant procedures, keeping appropriate records and by the timely implementation of internal or external audit points and any issues raised by the external regulators. Work in conjunction with Compliance Department to ensure adherence to all relevant processes/procedures and by liaising with Compliance department about new business initiatives at the earliest opportunity. Also, when applicable, by ensuring that adequate resources are in place and training is provided, fostering a compliance culture and optimising relations with regulators. Qualifications & Experience Qualified as set out in Section 273 (2) Companies Act 2006 (incl. either an accountant, lawyer or Institute of Chartered Secretaries). Be a Chartered member of a relevant professional body which could include The Chartered Governance Institute in England and Wales, the Law Society, or one of the accounting bodies. Excellent knowledge of Companies Act 2006 Knowledge of UK Corporate Governance Code Demonstrable experience in a Company Secretarial/Corporate Governance role Strong working background of managing Board and Committee meetings (including agendas, minuting, and follow-up actions) Has worked within banking ideally, or wider financial services Knowledge & Skills Team player with excellent communication and interpersonal skills. Problem solver; strategic and creative thinking capability with good decision making. Self-starter, able to work on own initiative, with desire to succeed. Credible, persuasive and personable manner. An understanding of Sharia Compliance (desirable) Behavioural Competencies You will be required to demonstrate our 1Team values and associated behaviours which are outlined below: Trusted to do the right thing To act with total integrity. Put the customer first and stick to our promises. Empowered to own To embrace change, take responsibility and ask for help when needed. Able to deliver To draw on each other’s strengths and believe in ‘no blame’ and ‘no ego’s’. Show resilience. Motivated to succeed To be passionate about our work. Look for opportunities to learn and grow and celebrate each other’s success. Conduct The role will be subject to the PRA/FCA Senior Managers and Certification Regime. The Bank has classified the role as certified under the Certification regime. You are expected to comply with the PRA and FCA Conduct Rules and your performance and competence will be measured accordingly. We expect staff to follow the standards required by our regulators. At all times: Act with integrity Act with due skill, care and diligence Be open and co-operative with regulators Pay due regard to the interests of customers and colleagues and treat them fairly Observe proper standards of market conduct Act to deliver good outcomes for retail customers This is a fantastic opportunity to join our growing bank where we can offer exceptional opportunities for you to make your mark and progress your career in a diverse, ethical bank that you can actually believe in. Empowering your career, together we’ll deliver banking you can believe in.