Full-Time Corporate Counsel & Assistant Secretary
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Public Company Corporate Governance
- Ensure compliance with governance-related requirements under Delaware law, the New York Stock Exchange and the Securities and Exchange Commission, as well as other applicable laws, principles or agreements
- Work with the SVP, DGC & Secy (i) to advise senior management, the Nominating & Board Affairs Committee and the Board on developments relating to corporate governance and related disclosures, including materials for quarterly CEO Update, and (b) to implement governance best practices
- Prepare, as necessary, and oversee organization and distribution of, materials for Board of Directors and Committees.
- Draft minutes of meetings of the Board of Directors and Committees.
- Attend Board and Committee meetings, as necessary.
- Oversee Board and Committee meeting logistics.
- Assist Nominating & Board Affairs Committee in director searches, director orientation, D&O questionnaires, assessments, etc.
- Ensure compliance with Corporate Governance Guidelines, Bylaws and Charter, Committee Charters, and recommend changes that may be necessary from time-to-time
- Oversee director compensation, including deferred compensation and equity-based compensation, and work with HR and Tax on director compensation matters
Securities filings and Other Securities Matters
- Draft and file Form 8-Ks on governance and executive compensation matters and other topics that may arise
- Review and ensure compliance with legal requirements for the 10-K, “glossy” Annual Report to Stockholders, 10-Qs and other 8-Ks, as well as press releases
- Supervise the filing of Section 16 forms for executive officers and directors.
- Supervise the filing of Schedule 13Ds, 13Gs and amendments
- Oversee filing of Registration Statements, including S-3s, S-8s and prospectuses.
- Review and advise regarding 10b5-1 plans by executive officers, directors and others
- Ensure compliance with Policy on Avoidance of Insider Trading
- Coordinate stock sales, option exercises and other securities transfers for executive officers and directors
- Have primary responsibility for drafting the Proxy Statement, including the Compensation Discussion and Analysis, and gathering and organization of information from Directors, Executive Officers, HR and Finance
- With Investor Relations Department, communicate with investors on governance matters, proxy proposals and executive compensation issues and serve as governance contact for our institutional investors.
- Liaise with Global Communications and Investor Relations Departments regarding logistics planning of the Annual Meeting of Stockholders
- If necessary, review stockholder proposals and submit No-Action letters
- Work with HR Compensation and Benefits teams on executive and equity-based compensation matters
- Advise HR, Senior Management and the Compensation Committee (and Stock Plan Subcommittee) on executive compensation reforms
- Review compensation contracts affecting senior executives for disclosure implications, including change-in-control agreements
- Review materials for Compensation Committee and Stock Plan Subcommittee meetings
- Serve as primary legal counsel to the equity plan administration group
- Provide legal review of equity agreements.
- Work with HR on the preparation and filing of international securities filings in connection with equity-based compensation grants and provide legal review of other international filings
Other Corporate and Securities Matters
- Act as Assistant Secretary of all domestic and certain non-U.S. subsidiaries and oversee maintenance of appropriate governance documentation for subsidiaries.
- Supervise and work with paralegals and other in-house and outside attorneys on internal corporate reorganizations
- Oversee revision and distribution of Corporate Structure Chart
- Respond, or coordinate responses, to auditor requests for information, including during quarterly reviews and annual audit
- Provide legal advice on delegations of authority.
- Oversee updates and modifications to governance sections of internal and external company websites.
- Track holdings of controlling-stockholders and report at least quarterly
- Assist with, or otherwise handle, other corporate or securities matters that may arise from time-to-time
- 10 to 12 years legal experience, preferably within the corporate secretary function of a public company
- Experience with public company SEC filings of all types referred to above
- Experience working with Finance departments and auditors on compliance and transactional matters
- Interest and experience in corporate governance matters
- Constantly striving for excellence in execution
- Ability to build collaborative relationships
- Ability to initiate and embrace change
- Ability to energize and enable others
- Ability to anticipate change, face reality, draw conclusions and swiftly mobilize to changing needs and demands
- Strong written abilities
- Strong interpersonal and communications skills
- Master of Word, Excel, Outlook and Other IS Systems
- Experience with electronic board portals, matter tracking systems and subsidiary management systems
How to Apply
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