Job description:
Provide general company secretarial support primarily to Shell US entities (corporations, partnerships (general and limited) and limited liability companies). Support includes drafting resolutions, written consents, and other corporate governance documents, as well as responding to requests for company related information. Support also includes assistance with acquisitions, divestments, mergers and dissolutions of the entities. Support may extend to some UK corporate secretarial operations, if capacity permits.
• Ensure corporate governance related activities are completed within required time frame (as legislated by jurisdiction or otherwise) and, that, relevant databases and systems are updated and required notifications are given on a timely basis.
• Draft, assist with processing, and maintain information on corporate delegations of authority, including terminations thereof.

Key responsibilities:
• Assist with the management of a portfolio of US companies.
• Act as Assistant Secretary for portfolio companies, where permitted.
• Ensure statutory compliance for the companies within portfolio (annual filings, qualifications, withdrawals, assumed name and similar filings).
• Assist with new company creation activities, including confirming name availability and drafting of governance documents.
• Schedule, prepare draft agenda, and ensure timely distribution of materials for board and other governing body meetings within the portfolio companies. Participate in board or other governing body meetings as Assistant Secretary as requested by Company Secretary.
• Prepare action items and draft minutes of board and other governing body meetings.
• Ensure the internal organizational director nomination process has been completed.
• Prepare and handle proxies, resolutions and delegations of corporate authority associated with internal and external shareholder activities.
• Preparation and filing of statutory forms.
• Preparation of company secretary certificates.
• Assist with adoption of standardized corporate policies (i.e. Code of Conduct, Manual of Authorities, service level agreements, treasury policies, ABC and Anti-Money Laundering, Trade Controls Manual, etc.).
• Respond to questions regarding authority to sign various documents.
• Keep up to date on latest statutory and corporate governance regulatory requirements.

Level of Authority:
• Liaise with and support Line Manager.
• Liaise with US portfolio company directors and officers.
• The role may require communication with external parties such as company auditors, joint venture parties, and various other third parties, whether as part of a commercial transaction or in compliance with legislative requirements.
Key measures of performance / KPI
• Arranging board and other governing body meetings with timely issuance and distribution of meeting materials. Board and other governing body items are timely prepared, distributed and tracked. Ensure that completed minute book items are physically filed and scanned to database.
• Advise stakeholders of corporate approvals.
• Ensure that integrity of GEMS database is maintained and, that, records are accurate and kept up-to-date.
• Timely filing of statutory forms as necessary.

Requirements:

• Certified Paralegal would be desirable but not essential, preferably with Corporate Specialist qualification or equivalent.
• Knowledge of company secretarial functions and governmental requirements.
• Effective administration and organisation skills, time management, and ability to appropriately prioritize competing business demands.
• Well organised with the ability to work under pressure.
• Adaptable to different cultures and working with diverse and virtual teams with varying levels of seniority.
• Accuracy and attention to detail.
• Effective team member.
• Experience of supporting US company operations beneficial, although not essential.

• Comprehensive knowledge of company secretary software package GEMS.
• Comprehensive knowledge of DocuSign portal.
• Proficient in Relativity; Team Connect; SharePoint.
• Comprehensive knowledge of Microsoft Word, Excel, Powerpoint, Visio, and NitroPro.

Number of Vacancies: