Subsidiary Governance Manager

What’s the role

This role sits within the Global Subsidiary Governance Operations team and is responsible for delivering high-quality subsidiary governance services across Shell's global footprint. As a Governance Manager, you will provide expert guidance on governance controls, corporate governance processes, and regulatory compliance requirements while supporting Boards and Directors of regulated entities. You will oversee company secretarial activities and corporate filings across multiple jurisdictions, ensuring compliance with evolving statutory and governance obligations. The role also involves driving process improvements through technology, automation, and data-driven insights, supporting governance activities across the wider Shell group, and collaborating within a diverse global team where additional language skills are an advantage.

What you’ll be doing

Subsidiary Management and Board Support

• Support the Directors of Shell entities.
• Supporting senior internal stakeholders with company secretarial matters and advising on internal governance procedures.
• Responding to authorised signatory’s queries in the run up to board meetings, providing advice and guidance including governance best practice initiatives.
• Building strong working relationships cross-functionally and advising the business on governance best practice, using initiatives and technology to address and improve ways of working and increase efficiency.
• To provide advice and guidance on governance best practice and legal entity administration for the companies allocated and for which s/he will hold primary responsibility. To provide cover for other companies for which one of the other company secretarial advisers has primary responsibility in case of leave, or other absence.
• Organize and conduct Board Meetings including drafting suitable proposals, collecting and distributing papers and agendas, producing minutes and communicating decisions to all those concerned with implementation/observance.
• Advise on Board papers and documentation requiring approval at Board Meetings and shareholder meetings (such as capital changes and company name changes) and other issues concerning company law and company secretarial practice.
• Maintain Action Items List from Board meetings and track completion of the actions.Act as corporate governance compliance officer charged with ensuring compliance by Shell entities globally with all statutory provisions.
• Advise on and prepare documents for company incorporations and process all formalities for incorporating new companies.
• Confident in the use of GEMS to ensure the production and filing in due time with local registries.
• Transactional and project support including providing support on company secretarial and company law aspects of planning projects, overseeing projects or initiatives regarding subsidiaries such as the legal entity management system.
• Ensuring proper records management for all decisions and associated documentation. 

General Matters

• Manage junior team members and oversee their deliverables.
• Re-calibrating and reallocating workload as priorities change.
• Keep under review the broader Shell subsidiary governance processes, controls and ways of working within the Secretariat team; and keep under review Shell’s subsidiary management policies and frameworks and ensure that the subsidiaries for which s/he has responsibility are aligned with the other Group companies.
• Counsel Directors and other corporate secretariat team members on corporate governance regulations and practice and appropriate Group policies and procedures and the interpretation of constitutional documents and implementation of corporate procedures.
• Advise on Company Law affecting preparation of statutory accounts and reviewing statutory accounts for compliance and accuracy.
• Review Articles of Association and proposed changes thereto of new/existing subsidiary companies globally for acceptability/practicality.
• Keep up to date with regulatory changes in the corporate field and best practice movements in company secretarial practice with emphasis on appropriate developments in IT based solutions and the need to build knowledge management techniques.
• Deliver ad hoc corporate governance projects.
• Identifying and adopt new ways of working and implement new processes

Level of Authority

• Liaising with Shell subsidiary Directors on various company boards.
• Acting as Company Secretary within the parameters set by the subsidiary boards of the companies for which s/he is responsible and liaising with the internal stakeholders for those subsidiaries, including business, compliance, finance and legal colleagues.
• The role requires communication with external parties such as local registries, Company Auditors, Third Party Law Firms, Third Party Banks and various Other Third-Party Bodies whether as part of a commercial transaction or in compliance with legislative requirements.
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What you bring
 

• Qualified Company Secretary (or equivalent) with a minimum of 5 years post qualification experience.
• Demonstrated track record in subsidiary management roles.
• Native or advanced level English skills is required.
• Other language skills, in addition to English, is preferred.
• Ability to effectively manage relationships with the key stakeholders relevant to the board (s) for which you have been allocated responsibility.
• Learning agility, conceptual thinker with problem solving and analytical capability.
• Proactive, forward thinking and innovative, well organized with the ability to work under pressure.
• Ability to balance inquiry and advocacy, with good stakeholder management and influencing skills.
• Contextualizing and helping colleagues embrace change.
• Proven collaboration and project management skills.
• Adaptable to different cultures and working with diverse and virtual teams.
• Proven high delivery and project management capability.
• Experience of documenting processes and developing process manuals.
• Experience with automation and leveraging technology in ways of working and process improvement.
• Excellent planning and organization skills, verbal and written skills, attention to detail and have the ability to work in a fast-paced, varied environment.
• Material business acumen and ability to focus and deliver in a broad range of scenarios.

Technical Skills required for the role:

• Strong knowledge of company secretarial practices and procedures.
• Able to mediate and assist in achieving consensus.
• Ability to establish and build appropriate, active and informative relationships with relevant stakeholders are in place.
• Experience with completing corporate filings in many jurisdictions including and not limited to Australia, Singapore, UK, Canada, Malaysia, India, Poland, Italy, Spain, Thailand and other jurisdictions.
• System Skills required for the role: GEMs Word Power AutomatePower PointPower BI SharePoint Docusign Diligent EntitiesService NowCoPilot