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Corporate Secretary

London, Greater London, England, United Kingdom

Pantheon has been at the forefront of private markets investing for more than 40 years, earning a reputation for providing innovative solutions covering the full lifecycle of investments, from primary fund commitments to co-investments and secondary purchases, across private equity, real assets and private credit.

We have partnered with more than 650 clients, including institutional investors of all sizes as well as a growing number of private wealth advisers and investors, with approximately $65bn in discretionary assets under management (as of December 31, 2023).

Leveraging our specialized experience and global team of professionals across Europe, the Americas and Asia, we invest with purpose and lead with expertise to build secure financial futures.

For further details please visit www.pantheon.com

Purpose of Position

The Corporate Secretary role will sit within the Legal Team in London and will involve providing support to the global Pantheon group, Pantheon funds and clients (entities in the structure include but are not limited to: English, Scottish, Irish, Luxembourg, Delaware, Cayman Islands, and Guernsey entities)

Key Responsibilities

Stakeholder Management

  • Responsible for liaising with: (i) all of the Pantheon Fund external Boards in Luxembourg and Guernsey, and (ii) Pantheon’s Irish AIFM
  • Responsible for managing the relationship with, and monitoring, Pantheon’s third-party company/corporate secretary service provider(s) (e.g. in Luxembourg, Guernsey and Ireland and other jurisdictions as and when required)
  • Deal with correspondence and collate information, ensuring relevant decisions made are communicated to the relevant stakeholders

Board and General Meetings

  • Schedule all Board meetings and annual general meetings (“AGMs”) and prepare and circulate/upload agendas and board packs for board meetings, committees and AGMs, or managing the applicable service provider(s) in respect of the same, as applicable, and collaborate with relevant Pantheon internal teams to gather necessary supporting documents to be included in the Board pack etc.
  • Project manage the production of the quarterly, semi-annual, annual and ad hoc, as applicable, Board packs/reports for various entities and run the respective Board meetings if applicable
  • Attend all applicable Board meetings, contribute to meeting discussions as and when required, and advise members of the legal, governance, accounting and tax departments of the implications of proposed policies and collaborate with relevant Pantheon internal teams in relation to action items

Statutory Books and Records/Filings

  • Where applicable, take minutes, draft resolutions, and lodge required forms and annual returns/confirmation statements and other filings for the Pantheon group entities/Pantheon Funds, or check that the applicable service provider(s) has done so
  • Where applicable, maintain statutory books and records, including registers of members, directors and secretaries for the various Pantheon group entities

Manager/Director Agreements, Reports, and Other Pantheon Process Documents and Records

  • Draft and maintain documents regarding the policies and processes surrounding interactions with the various Boards and service providers (e.g. the Luxembourg Board closing process) making sure they are kept up to date and communicated to all relevant teams and service providers
  • Prepare and maintain structure charts for Pantheon group entities, funds and separate accounts
  • Prepare and maintain the director/manager agreements with Pantheon’s external Board members
  • Prepare the annual report on ALFI Code of Conduct compliance in relation to all Pantheon Luxembourg group entities and funds, and circulate to the Luxembourg Board/respond to any questions or comments from the Luxembourg Board in relation to the same
  • Maintain Ontra Atlas in relation to Pantheon group entities, funds, SPVs, separate accounts and carry vehicles, liaise with external counsel regarding the maintenance of Ontra Insight in relation to Pantheon group entities, funds, SPVs and separate accounts, and maintain other Pantheon group management systems and matrices in relation to Pantheon group entities, funds, SPVs, separate accounts and carry vehicles, as applicable

Other Responsibilities

  • Monitor changes in relevant legislation and the regulatory environment and take appropriate action/work on projects regarding implementation of relevant legislative and regulatory updates (for example the UK Economic Crime and Corporate Transparency Act), including updating Pantheon’s quarterly legal and regulatory updates report regarding upcoming changes and the impact on Pantheon, coordinating with external counsel and relevant Pantheon teams to put together a step plan for implementation, liaising with external counsel to prepare necessary documentation, and project management regarding implementation
  • Pantheon group trademark registrations and monitoring of current trademarks
  • Assistance with Pantheon group entity and fund offboarding matters, including coordinating with external counsel and relevant Pantheon business teams to put together steps plans for extensions and liquidations of different types of group entity, fund and fund of one structures, drafting documentation in relation to extensions and liquidations of Pantheon group entities, funds and funds of one, attending committee and Board meetings in relation to the same, responding, liaising with external counsel regarding questions from the Boards as required
  • Liaise with external regulators and advisers, such as lawyers and auditors if necessary
  • Liaise with and monitor external administrators and other service providers

Knowledge & Experience Required 

  • A qualified corporate lawyer with funds experience; or
  • A Company Secretary within a private markets asset manager

This job description is not to be construed as an exhaustive statement of duties, responsibilities, or requirements. You may be required to perform other job-related duties as reasonably requested by your manager.

Pantheon is an Equal Opportunities employer, we are committed to building a diverse and inclusive workforce so if you're excited about this role but your past experience doesn't perfectly align we'd still encourage you to apply.

 

 

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