Exciting opportunity with our client to help build global infrastructure and teams from the ground up. We will share more about our client!
What makes this especially compelling is that you’re not just stepping into a role — you’re helping shape how the business operates moving forward, with real visibility and impact. It’s a chance to be part of a well-known global brand at a pivotal moment of their transformation and growth.
Role Overview
We are looking for an exceptional Company Secretary (CoSec) to lead the governance and corporate secretarial vision, strategy, and execution for a standalone business being carved out of its existing corporate parent. The Company Secretary will play a pivotal role in shaping the future of a multi‑billion‑dollar, 6,000+ employee global company operating in more than 120 countries.
This role is ideal for a proven corporate governance leader who appreciates complexity, transformation, and value creation, and who wants to own and enhance the company secretarial agenda with autonomy and strong sponsorship from a leading private equity-backed joint venture.
Key Responsibilities
Separation, Stand-Up & Transition
- Assume end‑to‑end leadership of the NewCo CoSec function upon transition from carve-out mode to business‑as‑usual, taking formal ownership of systems, contracts, processes, and governance frameworks.
- Partner closely with executives, directors, JV partners (including PE sponsors), and other senior leaders to confirm and refine the target‑state governance and corporate secretariat operating model across the NewCo and its legal entities.
- Support ensuring Day 1 readiness and continuity for all core CoSec activities, including Board and committee support, statutory filings, share registers, director and officer appointments, and legal entity management
- Assist with Seller-led entity formation and legal reorganisation activities, ensuring alignment with separation timelines and Day 1 readiness.
- Provide input into the integration of governance during the sign-to-close period, including interim decision-making frameworks, oversight structures, and early-stage board and compliance set-up pre-close.
- Contribute to policy development and governance model mobilisation, including prioritisation of Day 1 / 100-day policies and coordination of key governance-related hiring and onboarding activities.
- Support a smooth handover from external programme teams and advisors, ensuring knowledge transfer, clear ownership, and continuity of key activities post close.
Board, Governance & Compliance
- Own and maintain the group’s governance framework, including Board and committee terms of reference, matters reserved for the Board, delegated authorities, and decision-making protocols.
- Coordinate all Board and committee activities, including annual calendars, agendas, paper preparation, minute‑taking, and action tracking, ensuring high‑quality information and effective meetings.
- Oversee statutory and regulatory compliance for all legal entities, including company filings, registers, director obligations, corporate records, and company name changes as required.
- Support the governance of key group‑wide policies, ensuring alignment with the governance framework and joint venture sponsor expectations.
Global Entity Management, Delegations & Assets
- Own the legal entity lifecycle management framework covering more than 120 countries, including corporation, director/officer appointments and resignations, changes to share capital, and dissolutions where appropriate.
- Oversee the custody and control models for all statutory physical assets (seals, chops, stamps, minute books) and digital records, including chain-of-custody processes and periodic reviews.
- Ensure registered office arrangements, statutory books, and other entity-level requirements are implemented and maintained post-close.
Leadership, Risk & Stakeholder Management
- Embed CoSec considerations into the broader risk and controls framework.
- Act as a trusted partner to the General Counsel, executives, board, and other senior stakeholders, and support shareholder-related processes for the PE sponsor and minority investors.
- Develop key governance contacts across the business, building governance awareness and capability across the organisation.
External Providers, Systems & Contracts
- Provide strategic oversight of CoSec advisory and outsourcing providers, including primary advisory firm(s), entity administration providers, registered agent services, director training services and local notaries.
- Own ongoing management of related contracts (including entity databases and other third-party services), ensuring service quality and clear SLAs.
- Assess balance of outsourced vs. In-house activities over time, based on risk, cost and capability, and adjust the operating model accordingly.
Experience & Qualifications
- Proven company secretary or governance leadership experience in a large‑scale global company, ideally within an industrial or manufacturing environment.
- Strong track record of working with Boards, Chairs, and C‑suite executives, with the presence and credibility to operate as a trusted adviser.
- Experience supporting carve‑outs, large transformations, or complex group reorganisations involving multiple jurisdictions.
- Demonstrated ability to operate across multiple regions and legal entities, managing governance and entity‑level complexity in a global footprint.
- Deep technical knowledge of UK company law and corporate governance, with familiarity with international governance practices and regulatory expectations.
- Strategic mindset paired with hands‑on operational discipline; ability to take over and optimise a newly implemented operating model, not just run a steady‑state function.
- Relevant professional qualification (e.g., Chartered Governance Professional / Chartered Secretary, qualified solicitor, or equivalent) strongly preferred.
What Makes This Opportunity Unique
- Iconic brand: Help shape the governance foundation of a globally recognised lubricants brand with strong market visibility.
- Transformation at scale: Lead governance and company secretarial activity for a complex, multi‑jurisdictional group operating in over 120 countries and across multiple legal entities.
- High-impact role: Directly influence Board effectiveness, decision‑making quality, regulatory compliance, and governance culture across the organisation.
- Autonomy with strong sponsorship: Operate with clear backing, decision velocity, and a sharp value‑creation mandate within a private equity-backed joint venture.
Compensation
Competitive executive compensation package