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About Us Nationwide is a leader in the insurance and financial services industry. We are a Fortune 100 company with a mission to keep our members, their loved ones, and their belongings protected. We commit to every employee and community we se...

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Counsel - Corporate Secretary
Refer job# MQHQ137039
Counsel - Corporate Secretary The candidate will provide legal advice on local requirements and best practices relating to board / audit committee and entity governance issues, including conflicts of interest, director independence, fiduciary duties and oversight responsibilities. Coordinate with General Counsel, local lawyers and Compliance officers on the interplay with local legal and regulatory requirements for regulated or non-related subsidiaries. Act as legal adviser to the subsidiaries directors and audit committee members. Provide annual director training. Advise on, and handle, corporate transactions in conjunction with local counsel or advisers, including creation, merger, or winding up of operating and non-operating subsidiaries. Coordinate with senior product lawyers and local Compliance officers in relevant jurisdictions. Draft relevant corporate documents and resolutions relating to the same. Liaise with auditors, lawyers, tax advisers, and shareholders on board governance issues. Attend and prepare minutes of board and audit committee meetings to properly and accurately document the actions of the board / committee. Responsible for assisting the subsidiaries boards of directors and audit committees to comply with their respective organizational documents and charters. Oversee the preparation of agendas and meeting presentations. Liaise with auditors, lawyers, tax advisers, and shareholders on board governance issues. Responsible for establishing requirements for, and overseeing filings to, maintain the Firm s organizational structure, including filings required to transact business in various jurisdictions, corporate governance filings required in various jurisdictions, and filings upon a change to directorships, a change to partnership / shareholders, or other organizational changes. Provide legal advice on general governance-related matters. Attend and prepare minutes of other high-level Firm oversight committee meetings. Responsible for overseeing the maintenance of non-operating subsidiaries, including written resolutions and corporate filings. Responsible for establishing the framework for, overseeing maintenance of, entity-level signature circulars. Prepare, review and maintain inter company agreements documenting services provided by one BBH entity to another. Coordinate with local lawyers, Compliance officers, Risk officers, and business people. Review and negotiate auditor engagement letters. Prepare and periodically review and update organizational documents and charters. Provide direction, feedback, training, and development to the Legal Secretary s Office team. Promote a collaborative environment. Communicate and deliver on strategy, goals and objectives of the group to ensure the team has the information and tools necessary to progress. Establish policies and procedures for operation of Legal Secretary s Office. Should have 7-10 years of experience; A law degree (JD or equivalent) is preferred. Should have working knowledge of corporate law. Must have excellent written and oral communication skills.
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