Senior Assistant Company Secretary

Job Description

Overview of role:The Senior Assistant Company Secretary will support the SVP General Counsel & Company Secretary and the VP Deputy Company Secretary in delivering the highest standards of corporate and subsidiary governance for Pearson.This is an exciting time for Pearsons Company Secretarial team, following recent changes to the Board, Executive leadership and corporate strategy. Reporting into the VP Deputy Company Secretary, this is a high-profile and varied role, providing a greatdeal of opportunity for the successful candidate to make their mark on Pearsons corporate governance and company secretarial practices. The role will interact with a broad group of internal and external stakeholders, including at Board and senior leadershiplevel, so the ability to form strong working relationships and communicate with colleagues and partners at all levels will be important. The role provides good exposure to the end-to-end lifecycle of the main Board and its Committees and there is potentialto take on a more active role in supporting certain Board Committee meetings. As Senior Assistant Company Secretary, you may also be asked to deputise for either the Company Secretary or the VP Deputy Company Secretary during busy periods or periods of absence.In this role, you will also be Company Secretarial lead on the Annual Report and Form 20-F and Pearsons Annual General Meeting, working closely with colleagues from Investor Relations and Finance, among others. You will advise on matters of company law,corporate governance and the regulatory environment; be responsible for advising on and delivering subsidiary company transactions and ensuring robust subsidiary governance and compliance processes; and contribute to a range of projects associated with thePearsons duties and responsibilities as a global business and UK and US listed FTSE 100 company. You will be responsible for day-to-day management of matters involving Pearsons share registrar and ADR depositary bank and will also be the Company Secretarialteams key partner for share plans, reward and HR matters.The team of six also includes a Company Secretarial Assistant, Company Secretarial Administrator and Board Support Liaison. While this role does not involve any formal line management responsibility, the Senior Assistant Company Secretary will have the supportof other team members in respect of certain areas of the remit and the role is expected to include supervision and ongoing development of these colleagues.Duties and responsibilities include:Corporate governance, reporting and board support:Contribute to maintaining a best-in-class approach to corporate governance, including:

• Work closely with the SVP General Counsel & Company Secretary and the VP Deputy Company Secretary in delivering high quality end-to-end support for the main Board and its Committees, including maintenance of annual work plans, preparation of papers and briefingnotes on corporate governance matters, assisting with Board and Committee evaluations.
• Act as Company Secretarial lead on the annual report and 20-F, in particular drafting key corporate governance disclosures, co-ordinating the shareholder mailing and managing associated year-end processes.
• Management of corporate governance frameworks including review of key governance documents such as terms of reference, matters reserved, directors duties and responsibilities and advising on application of these.

Listed company matters:

• Shareholder relations including responsibility for AGM preparations, day-to-day management of relationships with registrar and ADR depositary bank, dividend payments, managing ad hoc shareholder communications exercises.
• Ensure compliance with the UK Market Abuse Regulation including continuing to build awareness of share dealing policy, overseeing maintenance of insider and restricted lists, and clearance to deal process.
• Act as key Company Secretarial liaison with Reward and Share Plans team, contributing in respect of share allotments, PDMR dealings, block listings and overall governance of share plan matters.
• Regulatory filings including stock exchange announcements and FCA submissions.

Entity compliance and subsidiary management:

• Act as Secretary to UK operating subsidiary board including attending and minuting meetings, liaising with independent NEDs, devising and keeping under review appropriate corporate governance processes, production of agenda and meeting papers.
• Act as Company Secretarial lead on corporate transactional matters e.g. acquisitions and disposals, legal entity rationalisation programmes, inter-company financing arrangements, group restructuring, share capital reorganisations.
• Oversee delivery by team members and service providers (where relevant) of subsidiary compliance activity for UK entities and review, approval and filing of statutory accounts for UK entities, including production of Company Secretarial-related disclosures.
• Contribute to continued development of global governance frameworks alongside team members and colleagues in the wider Pearson business.

Projects / Other:

• Ongoing development and maintenance of departmental policies, procedures and best practice.
• Oversee content of corporate website and intranet that relates to Board, corporate governance or related matters.
• Contribute to ad hoc projects and provide any other assistance as may be required by the SVP General Counsel & Company Secretary and the VP Deputy Company Secretary.

About you:

Qualified Chartered Governance Professional (preferably ACG level) or equivalent.

Comprehensive experience of listed company matters, ideally gained in a FTSE 100 or 250 environment, and of advising and delivering on corporate transactions.

Solid experience of year-end matters including Annual Report drafting, AGM organisation and associated processes.

Strong technical knowledge including UK Corporate Governance Code, Listing, Disclosure Guidance and Transparency Rules and Companies Act requirements. Awareness of US listing requirements desirable.

Experience of end-to-end board or committee support (including minute-taking) as well as familiarity with share plan matters.

Good influencing skills with ability to build effective working relationships and add value.

Ability to deputise for Company Secretary or Deputy Company Secretary as required.

Ability to think innovatively with a drive for continuous improvement. Excellent wr