Group Company Secretary

Date Posted: 03/04/2025

Location: London

Job Type: Full time

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Who are Just?

We’re a FTSE 250 Financial Services company who specialise in retirement solutions and right now, our world is moving pretty quickly. With the defined benefit buy in / buy out space growing each year, Just continues to annually grow its business by over £4bn of assets.

We are a purpose driven company with compelling and credible goals. Quite simply, we help people achieve a better later life. We achieve this by providing competitive and innovative products, services, financial advice and guidance to help our customers achieve security, certainty and provide them with peace of mind in retirement.

That’s who we are. We’re a company on a mission: to become a beacon for the entire retirement industry. Because we believe everyone deserves a fair, secure, and fulfilling retirement.

Purpose
To provide Company Secretarial support and advice to the Just Group plc Main Board, Board Committees, Regulated Entity Boards and its related Committees, by delivery of a high quality and effective company secretarial and corporate governance service.

Job Role Accountabilities
Board/Committees

To manage the provision of a comprehensive company secretarial advice and support to the Just Group plc Main Board, Board Committees, Regulated Entity Boards and its related Committees and the Executive Committee, together with full information and formal support to the Chairman, Committee Chairs, individual Executive and Non-Executive Directors and the various Boards.

General Co Sec

To undertake a range of company secretarial work such as:
Ensuring high standards of compliance with corporate governance including that the Board operates within the Articles and the Committees operate within their Terms of Reference and that changes to those frameworks are proactively managed as new regulation and market expectations change;
Production of annual and half-year reports;
Support of non institutional shareholders and the management of shareholder meetings (AGM and General meetings) ensuring that any proposals put to shareholders are supported;
Shareholder transactions, share incentive arrangements and close support of the Remuneration Committee with Reward;
Market Abuse Regulation compliance including the management of the identification of any information which could potentially become inside information and the operation of the associated restricted/insider lists;
Group database/Registered Office records, to ensure compliance with the Companies Act and all other relevant legal, regulatory and Governance best practice requirements.

Lead and manage direct report(s)

To lead, manage and supervise the Company Secretariat team to ensure sufficient and capable resources to enable operational objectives to be fully met. Manage individual development, monitor performance against objectives, mentoring/coaching and conducting performance reviews.

Governance Framework

Ultimately responsible for ensuring that the Just Group’s legal entity governance framework is fit for purpose and running smoothly, to include assisting the Board Chair in building an effective Board, advising as appropriate on board composition and requisite skills, annual effectiveness assessment, NED appointments, induction and on- going training, fees and expenses.

Maintain competence

As Company Secretary, maintaining competency is essential to delivering high-quality support to the Board. This role requires you to engage in continuous professional development, regularly assessing and updating your knowledge and skills. You will stay informed about relevant legal, ethical, and regulatory obligations, ensuring compliance with the relevant professional standards. This includes the professional behaviours that exemplify a company secretary, identified by the Governance Institute as knowledge, practice and values.

Examples of Key Activities

Providing on-going Company Secretarial support to Main Board and Board Committees, planning, calendar and agenda setting, meeting logistics and arrangements, Board paper preparation and co-ordination, circulation of papers via Diligent, meeting attendance, minutes and follow up actions.
Monitoring compliance with corporate governance, legal and regulatory requirements to provide governance support and guidance to Board and Committees.
Co-ordinating the annual performance evaluation of the Board, Committees and Directors and supporting the delivery of the action plan.
The operation of the Group’s share incentive plans and ensuring that there they operate smoothly. Including the best way to satisfy vesting awards.
Manage the relationship with the Company Registrar, control of issued share capital, dilution limits and block listing applications.
Ensuring best practice corporate governance is maintained in accordance with industry guidance within the UK Corporate Governance Code, Listing Rules, PRA and FCA as appropriate.
Horizon scanning for all new regulations and guidance in relation to governance regulation and advising the Board and Executive as appropriate, including preparing and implementing actions plans to ensure compliance where necessary.
Managing the efficient administration of each of Just Group’s corporate structure and overseeing compliance by each entity with applicable statutory, regulatory and governance requirements, to include the timely filing of returns to Companies House.
Managing the annual board and committee rolling agendas and the annual review process for the Matters Reserved for the Board, Terms of Reference for the Committees and key governance documents.
Responsible for the Company’s technical RNS announcements.
Developing the capabilities of the Company Secretariat team to ensure it remains fit for purpose over time. Utilise available technologies to assist in this development.

Qualifications
Essential for the role

Educated to degree level, or equivalent
Professional qualification at appointment (e.g. ICSA or Lawyer)

Desirable

ICSA Chartered Secretary (ICSA), or progress towards qualification.
CII regulatory module CF1, or equivalent
Master of Business Administration

Skills and Knowledge

Leadership and influencing skills.
Excellent problem analysis and resolution skills. Ability to work to tight deadlines and manage projects/actions.
Excellent verbal, written communication and interpersonal skills, with the ability to present complex financial concepts in a clear and concise manner.
Knowledge of relevant legal and regulatory requirements, Companies Act 2006, Listing Rules, Market Abuse Regime, UK corporate governance principles and practices.
Understanding of the products and services provided by the Group. Understanding of business processes.
Understanding of people resource requirements.
Strong IT skills, Outlook, Word, Excel, PowerPoint, Diligent Board Books.

Experience

Strong company secretariat listed PLC experience preferably gained in financial services sector.

Why Just?

We are committed to building a more sustainable business and have publicly committed to reduce our scope 3 emissions to Net Zero by 2050 and our scope 1 and 2 emissions to Net Zero by 2025. We’ve made good progress so far and encourage our people to make small and meaningful changes in their everyday lives, so that we can protect our planet for future generations.

Diversity, Equity and inclusion (DE&I) is a key priority for Just as part of our overall strategy and ensuring all of our people feel proud to work at Just. We have joined a number of initiatives including the Race at Work Charter, designed to improve outcomes for employees from underrepresented backgrounds. We also run a Reciprocal Mentoring scheme for employees from a BAME background, those with a disability and those who identify as LGBTQ+. There are multiple employee network groups, which champion issues including race, gender, social mobility and neurodiversity.

What’s clear about working at Just is that we care. We care about our customers, our purpose, our environment, inclusivity, wellbeing and most importantly - each other.

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