This position is responsible for the orchestration of board and committee meetings; the annual shareholder meeting and proxy statement; Section 16 filings; NYSE rules; corporate law issues and the company's Global Code of Conduct. The position leads a multi-functional team of professionals in board governance, subsidiary governance, public company securities law, treasury support, and mergers & acquisitions. The Corporate Secretary provides strategic advice to the Board of Directors and is a trusted and valued advisor to the Company's executive leadership team who must balance effective risk management with the achievement of the company's business and strategic objectives.
Preparation for board and committee meetings, including preparation of meeting materials. Attendance at meetings, preparation and review of minutes, and drafting new corporate governance policies and procedures.
Responsible for the drafting and distribution of the annual meeting proxy statement, including the organization of the annual meeting of shareholders.
Ensure compliance with Section 16 filings, NYSE corporate governance listing rules, Sarbanes-Oxley and other laws and regulations applicable to a public company, including accurate and timely submission of all annual, quarterly and periodic SEC filings (e.g., 10-K, 10-Q, 8-K), and serve as a principal contact with company's stock transfer agent and registrar.
Advise CEO and General Counsel on corporate governance questions and practices, coordinate communications between the board and shareholders, serve on industry working groups related to corporate governance matters, maintain good relations with Institutional Shareholders Services, and focus on maintaining high Corporate Governance Quotient ratings.
Leads the team responsible for legal aspects of all mergers, acquisitions, divestitures, joint ventures and other strategic transaction and investments.
Provide legal counsel to the company's Disclosure Committee regarding matters of materiality and disclosure compliance and provide legal guidance to the Investor Relations, Controllership, Treasury and Internal Audit functions.
Minimum of 15+ years of corporate and business law practice, including demonstrated experience in a public company Corporate Secretarial function, governance, securities, and corporate law capacity.
Proven ability to deal tactfully and effectively with the board of directors of a Fortune 500 financial services company.
Insight into emerging governance trends and an ability to deal with them proactively to reduce legal, regulatory, and reputational risk.
Understanding of executive compensation issues and programs and the ability to advise HR staff on related corporate governance, legal, and proxy statement.
Ability to apply ethical principles in interpreting and advising employees on the Code of Conduct and other company policies and procedures.
Regularly develop risk management & value protection strategies in M&A.
Juris Doctorate required.
The successful candidate has executive presence and has demonstrated experience interacting with C-Suite executives as well as a public board. Additionally, the candidate must also have demonstrated strategic experience in establishing corporate governance best practices. The candidate must be approachable and comfortable operating in a team-oriented culture. The ideal candidate possesses the following characteristics:
Strong people leadership, relationship leadership, results leadership and thought leadership.
Proven general management skills with a successful track record of building and maintaining a best-in-class team.
Superior executive presence, interpersonal and communications skills and the ability to represent the company within the industry.