Company Secretary

Join us as we work to unlock the value of offshore wind! JERA Nex bp is a new joint venture between JERA, Japan’s largest power generation company, and bp, one of the world’s leading energy companies. Established to unlock the potential of offshore wind across the globe, our talented team, exciting pipeline and solid capital commitment give us the potential to become one of the world’s most successful offshore wind companies. We entered the market with a portfolio of operational and development assets, alongside the resources, capabilities and resilience to deliver offshore wind energy at scale.

Why this role matters The Company Secretary’s purpose is to partner with the Jera Nex bp board and the representatives of the shareholders, facilitating effective decision making through dynamic corporate governance, whilst overseeing the maintenance of the good standing of, and associated company secretarial support to, the current and future legal entities in the group (currently c.70 legal entities in 12 countries).  Jera Nex bp will be a 50/50 joint venture between bp and JERA Nex Limited to create a strategic platform for growth, combining high-quality operating and development offshore wind assets, with total 13GW potential net generating capacity. The Company Secretary will report directly to the Jera Nex bp General Counsel.

In this role you will: The main accountability of the Company Secretary will be to support and manage the board and committee governance requirements of Jera Nex bp in ensuring that the company complies with legal and regulatory requirements and maintains high standards of corporate governance, as well as overseeing all company secretarial matters for Jera Nex bp and its direct and indirect subsidiaries. This position involves providing guidance to the board of directors on governance matters, ensuring compliance with relevant legislation and managing the company’s statutory books including the oversight and management of work delivered through multiple third-party suppliers. In addition, the Company Secretary will:

• Ensure the company complies with its governing documents, company law, and other relevant regulations.

• Advise the board on corporate governance best practices and ensure effective board processes.

• Provide a vital link between the business, its Board of Directors, applicable regulatory authorities and functional stakeholders.

• Be responsible for ensuring best practice corporate governance and upholding highest standards of ethics, integrity and compliance.

• Supervise, manage and develop the team (comprising third-party company secretarial services provider) required to build and deliver sustainable and efficient company secretarial system and practices for the Jera Nex bp legal entities across the globe.

• Lead the development and implementation of governance policy, practices, processes and guidelines.

Detailed Roles and Responsibilities

• Ensure that all relevant corporate governance compliance requirements are adhered to across the jurisdictions in which Jera Nex bp operates.

• Responsibility for all company secretarial activities for Jera Nex bp and its subsidiaries, including convening board and committee meetings and supporting notices, agenda and pre-read preparation and issue, organize and prepare minutes and ad hoc board, committee and shareholder resolutions, setting up and eliminating legal entities as required and implementing corporate changes, (appointments, share capital, registered office etc), group financing and restructurings at a legal entity level as required, maintaining and updating all statutory books, registers, records, all filings of forms, returns, documents.

• Provide guidance as needed in secretarial matters including strategic corporate actions/initiatives and support in setting up the governance structure for incorporated joint ventures.

• Advise and support senior management of Jera Nex bp in all corporate secretarial and Board matters and in dealing with relevant regulators and external stakeholders.

• Take minutes, draft resolutions, and follow up on actions from meetings.

• Act as the primary point of contact for shareholders and ensure effective communication between the company and its stakeholders,

• Handle correspondence, collate information, and write reports.

• Support and provide guidance to the Board and Board Committees and directors acting on subsidiary and incorporated JV boards in effective discharge of their duties, responsibilities and powers under various laws, rules and regulations.

• Maintain, in conjunction with the Insurance team, the D&O insurance policy and provide support to directors in the event of any claims.

• Interface with internal and statutory auditors, cost auditors and other key external stakeholders.

• Monitor changes in the legislative and regulatory environment and ensure appropriate dissemination of information and proactive actions to enable timely compliance and safeguarding company interests.

• Develop and oversee the systems that ensure the company complies with all applicable codes, in addition to its legal and statutory requirements.

• Manage the company’s D&O insurance policies.

Key challenges

• Co-ordinating multiple stakeholders at various levels of the organisation

• Interaction with external advisers and service providers

• Maintenance of governance documentation and regulatory records

• Time management and prioritisation of ad hoc work and projects