JOB DESCRIPTION

Grade: 11 (£70,878 to £79,752)
Reporting to: Deputy Vice-Chancellor
Line management: Governance Officers, Governance Assistant 

Purpose 

This role is key to the quality and performance of fundamental governance and compliance activities which provide the foundation for success in delivering the London South Bank University (LSBU) Group’s strategy.

Within the LSBU Group, the role is the Board and executive leadership team’s primary expert advisor for corporate governance and related compliance matters, providing information, insight and analysis to inform Board-level decision making.  The role is accountable for and oversees governance and secretariat services to the Group’s governance committees, including the Board of Governors at LSBU and the Boards of Trustees at South Bank Colleges (SBC) and South Bank Academies (SBA), and manages a team of staff responsible for the delivery of services to the Boards and their Committees.

The post-holder will collaborate closely with principal Group authorities, including the Chair of each Board, Board members, the Vice-Chancellor, and other senior leaders. The post-holder will keep abreast of developments in governance and committee management and ensure that the Group operates in compliance with the requirements of the Office for Students, Ofsted and other regulators, and with relevant legislation, the Committee of University Chairs’ and Corporate Governance codes, and best practice.

Key responsibilities 

The post-holder’s key duties and responsibilities are to: 

Group business administration 

• Lead the forward planning process for the Board of Governors and Committees, working with the Chair of the LSBU Group Board and the CEO to develop their annual workplans. 
• Ensure the Group meets its legal and regulatory obligations, and to enable the best possible flow of information between Board, Committees, the Executive and wider senior management.
• Be accountable for servicing and supporting the LSBU Group Board, SBC SBA Boards, and their Committee meetings, Sub-Committees, subsidiaries and joint ventures, including ensuring the provision of professional secretariat support, scheduling and arranging meetings, agenda planning, writing reports, collation and distribution of papers, taking minutes and follow-up actions, working closely with the LSBU, SBC and SBA Chairs and other senior staff to deliver a high-quality service.
• Act as Secretary to the LSBU Board of Governors, Remuneration Committee, Group Nomination Committee, LSBU Nomination Panel and Appointments Committee, and the Group Executive, including agenda planning, writing reports, collation and distribution of papers, taking minutes, follow-up actions, and supporting the Chairs.
• To plan for and make appropriate changes to the Articles of Association of the Group companies and the Schedule of Matters Reserved for the Boards and ensure that Terms of Reference for the conduct of business of Board and Committees are kept up to date and approved.
• Be responsible for maintaining the Governance team’s systems, files and records, ensuring that these are up to date and kept securely.

Strategic advice 

• Provide expertise and authoritative advice to the Group CEO, Chairs, Governors, and Co-opted Members and senior management on the Group’s constitutional and regulatory framework as embodied in the Articles of Association and any resolutions of the Board or guidance on requirements of Government or funding bodies and their agents.
• Provide strategic and procedural advice to the Group CEO, Chairs, Governors, and Co-opted Members in relation to their duties and responsibilities as trustees of respective Group entities under all relevant legislation and regulations, and how these should be discharged to ensure the effective and legal functioning of the Board and overall corporate governance of the Group.
• Undertake such action and provide sufficient support to ensure that the Group’s Boards and Committees fulfil their statutory and regulatory duties and obligations, including compliance with OfS, Ofsted and any other relevant codes, including bringing to the Chair’s attention where any proposed action would exceed powers or be contrary to legislation, the OfS’s financial memorandum or other regulations, and where any conflict, potential or real, may occur.
• Communicate with internal and external professionals involved in corporate governance (for example the internal legal services team, external regulators, lawyers, and auditors), including, where appropriate, obtaining independent professional and legal advice on the Boards’ behalf.
• Keep up to date with regulatory or statutory changes and policies that might affect the LSBU Group, proactively leading Group-wide legal compliance and best practice projects in order to achieve continuous improvement and legal compliance within LSBU.

External compliance 

• Be appointed at Companies House as Company Secretary for LSBU and its subsidiary companies, ensuring compliance with Companies House filings and associated company law including maintaining a register of Directors interests, ensuring the submission of annual statutory returns, annual reports, auditor’s reports and financial statements to Companies House and other regulators as appropriate.
• Be responsible for ensuring compliance with charity law, maintaining a register of interests, ensuring the submission of annual statutory returns.
• Liaise closely with the group finance team and auditors to provide the necessary governance input to the statutory accounts, including planning the approval pathway of the accounts so they are prepared and approved well before the relevant Companies House deadline, and filing the statutory accounts promptly at Companies House.
• Hold the seals of the Group companies and oversee the arrangements for documentation to be executed under the seals.
• Ensure the security and maintenance of deeds, leases, licenses, and agreements relating to Group assets and to make them available upon request to officers, solicitors and auditors.
• Maintain systematic records of all regulatory matters applicable to the Group, for example: in relation to General Data Protection Regulations, Gand Public Interest Disclosure notifications.
• Act as custodian for all Group regulatory processes and procedures, keeping under review (and where appropriate initiating change to) the University’s arrangements for governance in terms of their relevance, their effectiveness and compliance with statutory requirements and obligations issued from time to time, for example by the OfS, CUC or Privy Council.
• Ensure that LSBU fully meets the expectations and requirements set out in the Committee of University Chairs Higher Education (CUC HE) Code and by the OfS, to include Fit and Proper Person and due diligence processes, the Public Interest Disclosure (Whistleblowing) policy (the Group ‘Speak Up’ policy).
• Co-ordinate the reporting of the University’s compliance with OfS Conditions to the Audit Committee, submission of reportable events, and briefing the Executive and the Board on any relevant matters as approved by the Chief Executive and Vice-Chancellor.

Communication 

• Facilitate good communication between the Boards, Committees, Group Executive and other senior staff across the Group, ensuring that actions are disseminated to responsible senior managers, co-ordinating actions arising from these meetings, and managing matters of company law and governance.
• Regularly consult the Chairs of Group Boards as required to ensure they have the support to be able to effectively carry out their roles.
• Manage communications to the Governors/Trustees so they are well informed about developments within LSBU Group and the HE, FE the broader education sectors.

Membership 

• Be responsible for maintaining a record of the membership of the Boards and Committees, notifying the Boards of any vacancies, making arrangements for any staff elections and, in consultation with the Chief Executive, advising the Boards on strategies for succession and the recruitment of new Board and Committee members.
• Be responsible for the effective induction and on-going development of Board and Committee members to support them in the discharge of their role and responsibilities, and for the administration of the scheme for reimbursement of Governor’s expenses.
• Be responsible for maintaining an attendance record of Governors/Trustees and advise on any non-attendance or disqualification matters.
• Ensure necessary disclosures by Governors and annual declarations of relevant matters are made to the insurer.

Management of the team 

• Be responsible for line management of the Governance team, providing leadership, motivation and direction to all team members and ensuring team members have clear objectives, responsibility and accountabilities and ensuring that meetings delegated to team members are serviced to a high standard and statutory records (minutes, registers of directors, etc) are maintained across the Group systematically, securely, and accurately.

PERSON SPECIFICATION

All of the following criteria are considered essential unless otherwise noted. 

Qualifications 

• A qualified chartered secretary (ACIS or FCIS), or other relevant professional qualification.
• Graduate qualification in a relevant area (e.g., Corporate Governance, Law).
• Postgraduate qualification. (Desirable)

Knowledge 

• Knowledge and understanding of the law and practice relating to company administration and governance requirements relating to the operation and management of a higher education institution.
• Substantial knowledge of developments in governance, legal and compliance environment in the Further Education and/or Higher Education sectors.

Experience 

• Proven experience in corporate governance at a senior level in a business of comparable size and complexity as LSBU Group. 
• Experience of institutional governance, company and committee administration.
• Significant experience of preparing and delivering advisory presentations, briefings, and reports regarding regulations, legal and compliance matters.
• Demonstrable expertise of successfully managing and developing an effective team.
• Significant experience in understanding, leading and successfully delivering governance, legal, regulatory, statutory and compliance services that impact on the functioning of a higher education institution and a further education institution. (Desirable)
• Experience of group corporate governance. (Desirable)
• Experience of HE, FE and/or corporate governance in different jurisdictions. (Desirable) 

Skills/aptitudes 

• An excellent communicator, with high level interpersonal skills and the ability to influence people to work collaboratively, and to deal with people tactfully and diplomatically at all levels both inside and outside the Group, and to act as an ambassador for the Group to establish external networks and relationships.
• Ability to establish credibility and rapport with Governors, executive and senior managers, and external professionals, and to work flexibly with others across multiple disciplines.
• Outstanding written communication skills, including the ability to write clear advisory reports and take and write concise, action-focussed Board minutes.
• High level of oral presentation and information dissemination skills.
• Strong analytical skills, and the ability to make sense of complex, high quantity and sometimes contradictory information and identify potential or actual issues with a proposal or recommendation in relation to corporate governance and legal/regulatory obligations and best practices.
• A meticulous eye for risk and detail, enabling Governors and Executive leaders to make important decisions based upon professional advice and information.
• Good self-management skills and the ability to ensure that deadlines are met by self and others in the team.
• Ability to co-ordinate and deliver complex work of a consistently high quality, often to tight, conflicting deadlines, in an efficient and effective manner.
• Ability to deliver a first-class service to the customer, with the ability to generate creative solutions across the organisation to increase efficiency and effectiveness, including the use of ICT systems to improve efficiency and the flow of information.
• Ability to recognise sensitive issues and maintain the strictest levels of confidentiality.
• Ability to demonstrate a commitment to, equality and diversity, and an understanding of its practical application. 

Behavioural framework 

• Student and service orientated
  Providing students and stakeholders with a great service is fundamental to all our work. For leaders, it is about having a mindset of seeking out feedback and complaints and seeing them as excellent opportunities to improve. Coupled with the skills to build systems and processes, and to resolve conflicts or disagreements.
• Seeing the big picture
  For LSBU, seeing the big picture is about having an in-depth understanding and knowledge of how your role fits with – and supports – organisational objectives and the wider Corporate Plan. For leaders, it is about scanning the internal and external HE/FE context and taking account of wider impacts to develop long term implementation strategies which maximise opportunities to add value to students and support sustainable growth.
• Taking ownership
  In our organisation, taking ownership is rooted in taking responsibility for the tasks and duties of your role. For leaders it is about ensuring that accountability is role modelled within their own teams, holding others to account, enabling trusting and constructive relationships, making effective decisions, understanding delegation, and encouraging staff development.
• Inclusive working
  LSBU is a diverse organisation in a diverse community. We focus on inclusive working to ensure all voices are heard and all staff understand the value of contributions which others bring, both inside and outside of their teams. For leaders it is about actively demonstrating how they listen to and acknowledge all contributions and viewpoints.
• Outcome focused
  It is crucial for us to deliver an excellent experience for students and customers, so we want staff who can seek out and implement solutions – balancing quality, effectiveness, and outlay. For leaders, it is about building a performance culture where staff are given space, authority, and support to deliver outcomes. It’s also about keeping a firm focus on priorities and addressing performance issues resolutely, fairly and in a timely manner.

• Changing and improving
  We want to work in smarter, more focused ways, so look for staff open to learning from what has worked – as well as what has not worked and who are open to change and improvement. For leaders, this is about creating and encouraging a culture of innovation – and allowing people to consider and take informed decisions. It means continuously seeking out ways to improve the student/ customer experience and build a leaner, more flexible, and responsive LSBU. This includes alternative delivery models such as digital, shared service approaches and hybrid learning.
• Leading and communicating
  We want people who show a pride and passion for the student experience or support service who can communicate purpose and direction with clarity, integrity, and enthusiasm. It’s about championing our values internally and externally. For leaders it is about being visible, establishing clear direction and a persuasive future vision – managing and engaging with people in a straightforward, truthful, and candid way.