About VIRTUS
VIRTUS Data Centres is the UK’s fastest-growing data centre provider which owns, designs, builds and operates the country’s most efficient and flexible data centres.
In May 2023 we announced our plans to expand into continental Europe, with our first data centre due to open in Berlin in 2026, to be quickly followed by two full campuses and expansion into other countries in the pipeline.
We aim to serve humanity by being an active, positive participant in the 4th Industrial Revolution.
When we talk about our purpose, we refer to our customers’ customers; the child playing a computer game, the person watching their favourite movie, booking a medical appointment, a plane ticket, a hotel, or doing their online banking; those things can’t be done if we don’t do our job.
Our mission is to consistently exceed the expectations of customers through innovative, high-quality solutions and services. We employ intelligent thinkers – people with positive attitudes, who add to the quality of our customer proposition and business.
We value individual endeavour and initiative and encourage teamwork and togetherness because collective experience and expertise are VIRTUS’ greatest strengths.
Job Summary
The Company Secretary for EMEA and UK will play a pivotal role in ensuring compliance with regulatory requirements and maintaining effective corporate governance practices.
This is a newly created role reflecting the continued growth of the Group both in the UK and EMEA which requires an increased level of Corporate Governance.
This position requires a proactive and detail-oriented professional who can work closely with the executive leadership, legal teams, investors base, and other stakeholders to ensure that VIRTUS operates in accordance with all relevant laws and regulations.
Duties and Responsibilities
1. Corporate Governance:
* Act as the primary point of contact and advisor to the Board of Directors and VIRTUS’ investors on corporate governance matters.
* Ensure compliance with relevant laws, regulations, and best practices in corporate governance including related party registers.
* Monitor and keep abreast of changes in laws and regulations that affect the company's operations in the EMEA and UK regions.
* Develop and implement compliance programs to mitigate risks and ensure adherence to legal requirements.
* Cross-functional with legal, tax, treasury, finance, and executive teams to provide legal and governance guidance on business decisions. Communicate and coordinate with external legal counsel as needed.
* Identify potential compliance and legal risks and develop strategies to mitigate them by implementing risk management policies and procedures.
1. Legal Documentation:
* Maintain and update full and comprehensive corporate records, minutes, and statutory books.
* Draft and review legal documents, including board resolutions, and equity issuance documents etc.
2. Corporate Set-ups & Maintenance:
* Maintenance of Group entity structure chart.
* Assist in the strategic expansion of the Group by managing local incorporation of SPV entities to facilitate future corporate acquisitions by the VIRTUS Group.
* Providing input as required into major transactions and projects.
* Quarterly investor reporting and notification of any changes to the corporate structure or Directorships.
3. Annual Reports and Filings:
* Oversee the preparation and filing of annual reports, financial statements, and other statutory documents in accordance with local regulations.
* For EMEA currently Guernsey and Germany (excluding the UK) this will involve coordinating and managing the third-party outsourced Co Sec services in the country.
* Ensure that the company is compliant with all local company filing and reporting obligations.
4. Shareholder Relations:
* Serve as a liaison between the company and its shareholders, handling inquiries and communication effectively.
* Assist in the organisation and administration of shareholder meetings and act as the key point of contact (both for the UK and EMEA) including the distribution of materials and maintaining mailing and attendance lists.
* Provide full support to various Executive Committees, which will include attendance at meetings in a minute-taking and advisory capacity.
* Managing adherence to the constitution of the Group including all reserved matters.
5. KYC / Anti-money Laundering Requests:
* Manage these requests from a board from suppliers/banks/law firms and ensure these are kept up-to-date and regularly monitored.
* Maintenance of up-to-date Director information and certified IDs.
* Coordinating with investors (STT GDC & MAM) to regularly confirm no changes to the ownership information provided.
* FATCA and CRS reporting information & documentation.
6. Training and Development:
* Stay current with legal and governance developments in the EMEA and UK regions.
* Conduct training sessions and workshops to enhance corporate governance awareness within the organization.
Any other reasonable requests made by your line manager.
What success looks like in 12 months’ time:
Establish a fully functioning, streamlined, and efficient In-House Company Secretary function.
Be able to demonstrate professional acumen, diligence, and initiative, as it will be crucial that success will be achieved by proactively actioning tasks and liaising with relevant departments to identify needs and establish processes, timetables, and overall strong corporate governance for the VIRTUS Group.
This will involve:
* technological innovation and improving the current company secretarial set up within the organisation.
* building strong working relationships with counterparties in the Company Secretary functions in VIRTUS’s shareholder base.
Person Specification
Qualifications:
* Bachelor's degree in law, business administration, or a related field.
* A legal qualification or certification from The Chartered Governance Institute (CGI).
Experience:
* Proven experience as a Company Secretary or in a similar corporate governance role.
* Previous experience within the data centre industry or other high-growth services industries within the telecommunications, technology, or infrastructure sectors.
* Awareness of practical implications of SOX reporting, compliance, and governance.
Skills:
* Deep knowledge of corporate law, compliance, and governance practices in the EMEA and UK regions.
* Organisational skills to meet all deadlines including being able to prioritise to cope with fluctuations in workload.
* Excellent communication skills and comfortable with exposure to senior management, Board of Directors, and shareholders.
* Meticulous attention to detail and high ethical standards.
* Ability to work independently and as part of a team.
In line with VIRTUS’ Vetting Policy, the successful applicant must be willing to undergo a BS7858 screening process.
Additional Information
This is a hybrid role, with weekly travel into central London required and some occasional international travel may be required.
Remuneration package and benefits:
* Private healthcare
* Pension contribution scheme
* Eye and dental care benefit
* Discretionary bonus
* Life Assurance
* Cycle to work scheme
* Annual travel card loan
* Tech Scheme
* Electric car scheme
* Workplace extras - Byond card and Extras discount
VIRTUS is an equal-opportunity employer. As part of our commitment to fight for equality, we work to ensure a fair and consistent interview process. We celebrate diversity and we are committed to an inclusive work environment.
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