About Waystone Waystone is a leading asset-servicing solutions provider of institutional governance, administration, risk and compliance services to financial institutions. With over 25 years’ experience and a comprehensive range of specialist services to its name, Waystone helps our clients structure, operate and grow through our expertise, innovation and digitisation, backed by the operational scale to support global expansion The Senior Governance Officer – Internal Corporate Governance is responsible for the delivery and governance ownership of company secretarial and internal corporate governance services for an allocated portfolio of Waystone subsidiary entities, in accordance with the Subsidiary Governance Policy and the ICG Target Operating Model. The role-holder retains end‑to‑end governance accountability, professional judgement and escalation responsibility for their assigned entities, while working in partnership with Operational Support teams for defined delivery activities under agreed procedures, SLAs and quality standards. The Senior Governance Officer acts as the primary governance contact for Subsidiary Chairs, Directors and Committee Chairs within their portfolio and supports the consistent embedment of the revised TOM within business‑as‑usual operations. ESSENTIAL DUTIES AND RESPONSIBILITIES Subsidiary Governance Oversight For their allocated entity portfolio, the Senior Governance Officer is responsible for: - Provision of end‑to‑end company secretarial and internal corporate governance support to Subsidiary Boards and committees, including day‑to‑day entity governance administration. - Board and committee meeting administration, including agenda planning, forward schedules and annual calendars, and accountability for the preparation, quality and timely completion of minutes. - Governance oversight of statutory records, entity registers and statutory filings, including assurance over accuracy, completeness and timeliness. - Development, periodic review and implementation of board and committee Terms of Reference, and facilitation of the circulation, adoption or noting of Group policies by Subsidiary Boards, as appropriate. - Governance ownership of director appointments and cessations, including process oversight and documentation. - Support for Subsidiary Board composition, including skills, diversity and succession considerations. Board and Committee Effectiveness - Governance ownership of the delivery of board and committee effectiveness reviews for allocated entities. - Maintenance of board and committee skills matrices. - Responsibility for ensuring actions arising from effectiveness reviews are appropriately tracked, implemented and closed, with escalation where required. - Oversight of director induction and ongoing training for portfolio entities . Governance Compliance and Risk Management - Delivery of the quarterly corporate governance compliance programme for allocated entities, including identification of gaps, follow‑up actions and escalation of non‑compliance. - Active governance escalation and issue management, including identification of emerging governance risks and timely engagement with the Governance Team Leader. Target Operating Model (TOM) and Change Delivery - Operate within the ICG Target Operating Model, retaining governance ownership while partnering with Operational Support teams for defined delivery activities. - Provide clear instructions, review outputs and quality‑assure deliverables produced by Operational Support teams. - Ensure adherence to documented procedures, templates and RACI responsibilities. - Escalate capacity, quality or risk issues impacting governance delivery. Stakeholder Management - Act as a primary governance contact for Subsidiary Chairs, Directors and Committee Chairs for assigned portfolio entities - Liaise closely with Group Legal, Risk, Compliance and senior management - Support the Governance Team Leader with governance reporting, MI and escalation matters as required. Key Skills and Competencies - Strong technical knowledge of corporate governance, company secretarial practice and subsidiary board operations. - Experience operating within regulated and multi‑jurisdictional environments. - Sound professional judgement, with confidence to escalate issues appropriately. - Strong written and verbal communication skills, including minute‑writing expertise. - High attention to detail and commitment to governance quality. - Ability to manage competing priorities and meet deadlines. - Collaborative and pragmatic approach to working within an operating model. Qualifications and Experience Education - ICSA / CGI qualified or equivalent legal or corporate governance qualification Experience - Significant experience (typically 5+ years) in company secretarial or corporate governance roles within financial services or regulated environments - Demonstrated experience supporting Boards and Committees - Experience working within a service or operating model environment is desirable.

Senior Governance Officer – Waystone Internal Corporate Governance

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