Director (CoSec Team) - Legal Services

Our Purpose

Mastercard powers economies and empowers people in 200+ countries and territories worldwide. Together with our customers, we’re helping build a sustainable economy where everyone can prosper. We support a wide range of digital payments choices, making transactions secure, simple, smart and accessible. Our technology and innovation, partnerships and networks combine to deliver a unique set of products and services that help people, businesses and governments realize their greatest potential.

Title and Summary

Director (CoSec Team) - Legal Services

Purpose of the role

- To support the Company Secretary in the delivery of the Secretariat function and in providing strategic governance advice and support to directors and senior managers to ensure compliance with corporate governance requirements.

Board and Board Committee support

- Act as Secretary to allocated Board Committees and Vocalink Group entities, ensuring the accuracy and relevance of agendas, the timely dispatch of papers and maintenance and follow up of action logs. Maintain the Schedule of Matters in agreement with the respective Chairs and lead the annual committee effectiveness review. Support Chairs and directors in fulfilling their statutory and governance responsibilities.

- Take responsibility for ensuring that governance documentation is up-to-date and aligns with best practice, including the Directors Handbook and Scheme of Delegation, and assist with the production and maintenance of governance guidelines and the Corporate Governance Framework.

- Draft papers for consideration at Board and Board Committees concerning corporate governance-related matters, tailoring the reporting style appropriately depending on the audience and content.

- Maintain effective relationships with INEDs, Group Directors and the Executive to provide professional advice and support.

- Assist with the annual Board effectiveness review and Board skills assessment.

Governance

- Ensure that the Vocalink portfolio governance processes reflect best practice and high standards of corporate governance, compliance, and transparency, while helping to shape readiness for increased regulatory and stakeholder demands.

- Ensure statutory compliance with legal and regulatory requirements from a corporate governance perspective, to include UK Companies Act requirements, UK s204 Banking Act compliance and compliance with the UK Corporate Governance Code where applicable. This includes:

• Statutory filings at UK Companies House and maintenance of statutory registers

• Maintaining the Vocalink portfolio on the global entity management database including maintaining changes in share ownership

• Ensuring Powers of Attorney are up-to-date

• Managing any Board conflicts of interest

• Managing any third-parties appropriately.

- Contribute to the production of the Annual Report and Financial Statements for the Vocalink portfolio, including drafting corporate governance sections and overseeing the production process.

- Provide clear and professional advice, supporting stakeholders when taking key decisions, advising and liaising with Group colleagues on constitutional matters, including dividend documentation.

- Participate in corporate projects across the Group and support governance improvement projects and initiatives, including the governance of global directly regulated entities, rationalizing dormant subsidiary companies and supporting corporate restructuring projects and M&A transactions.

- Horizon scan to pro-actively identify new legislation, regulations or guidance that impact the entities or the services provided.

- Review governance procedures to ensure coherent and consistent processes, actively seeking innovative ways to promote efficiency and service quality.

Risk

- Contribute to an open and transparent culture of risk management and demonstrate strong awareness of the risks that should be managed within the responsibilities of the role and in line with relevant risk appetites, policies and reporting.

Knowledge, skills and experience required

• Proven company secretarial experience in a regulated or complex environment, preferably within financial services
• Chartered Governance Professional (ACG/FCG) or equivalent qualification with substantial governance experience
• Strong knowledge of the Companies Act 2006, UK Corporate Governance Code and applicable law and regulations
• Strong interpersonal and influencing skills and the ability to provide strategic advice and support to senior leaders

Corporate Security Responsibility

All activities involving access to Mastercard assets, information, and networks comes with an inherent risk to the organization and, therefore, it is expected that every person working for, or on behalf of, Mastercard is responsible for information security and must:

- Abide by Mastercard’s security policies and practices;

- Ensure the confidentiality and integrity of the information being accessed;

- Report any suspected information security violation or breach, and

- Complete all periodic mandatory security trainings in accordance with Mastercard’s guidelines.