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General Counsel Consulting

General Counsel
Consulting
provided
exceptional
service in helping
my organization
recruit for a hard
to fill position.
They did extensive
work on the front
end to understand
our needs and
our culture and
began referring
highly qualified
candidates almost
immediately.

Melinda Burrows
Deputy General Counsel
- Litigation and
Compliance, Progress
Energy Service Company
LLC

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Counsel Jobs > Senior Counsel, Corporate Governance, Securities & Executive Compensatio Job in Tennessee > Senior Counsel, Corporate Governance, Securities & Executive Compensatio

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Senior Counsel, Corporate Governance, Securities & Executive Compensatio

Refer job# ZHUS138184

Senior Counsel, Corporate Governance, Securities & Executive Compensation The candidate primary focus will be to provide legal advice on matters relating to securities law compliance and disclosure, executive compensation and corporate governance, including advising the Board of Directors and its committees on a variety of issues. As a key member of the corporate secretarial function, the attorney will work with the General Counsel/Corporate Secretary and others in ensuring that Board members have the proper advice and resources for discharging their fiduciary duties and that the Company s records accurately reflect the proper exercise of those duties. Secondarily, the attorney will provide advice and support for corporate transactions, such as M&A, and finance projects. This position demands attention to detail, a bias for action and a collaborative attitude, legal research capability, strong written and oral communication skills and excellent organizational and project management skills. Must be capable of performing job responsibilities within specified, and frequently shortened, internal and external deadlines, have the ability to handle multiple priorities, and work with minimal supervision. Prepare and review informal disclosure (earnings and other press releases, slides for earnings calls and investor conferences). Prepare, review and file formal disclosure (SEC filings), including: periodic and current reports (Forms 10-K, 10-Q and 8-K), proxy statements, annual reports to stockholders and Section 16 reports (Forms 3, 4 and 5) for directors and executive officers. Lead process for registered offerings, issuances and repurchases of debt securities, including creation and maintenance of due diligence files and assistance with due diligence review. Support and advise Company s Disclosure Committee and the Board s Audit & Finance (A&F) and Public Policy and Environment (PPE) Committees on disclosure-related and other matters, including preparation and review of meeting materials. Ensure compliance with obligations for accrual and disclosure of loss contingencies. Implement and administer trading blackout periods with respect to quarterly earnings and other events. Lead Proxy Task Force, a multi-functional team of HR, Benefits, Finance, Investor Relations and Communications professionals responsible for preparing and filing the annual proxy statement overall project management, such as time and responsibility schedules and checklists; preparation and distribution of annual director and officer (D&O) questionnaires; and coordination of meetings and reviews. Support and advise the Board s Management Development and Compensation Committee (MDCC), including preparation and review of meeting materials. Assist with insider compliance with Section 16 and company securities trading policies, including preapproval of trading and preparation and filing of Forms 3, 4 and 5. Track director and officer stock holdings and assist with compliance with ownership and retention requirements. Ensure accurate reporting and reimbursement of CEO usage of corporate aircraft and other travel and entertainment expenses, including preparation of monthly and quarterly reports regarding aircraft usage. Support the work of the Board and its committees, especially its Governance Committee, by advising on governance-related matters and shareholder interests and facilitating the flow and availability of information. Interface with and advise individual directors, as well as key executives, in connection with a wide range of Board and governance-related matters. Oversee scheduling and organization of Board and committee meetings, including logistical support (transportation, lodging, catering, conference rooms, information technology, phone and A/V equipment, security). Prepare and oversee compilation of Board and committee materials, such as pre-read mailings (containing agendas, resolutions and presentations) for meetings. Record and oversee maintenance of the minutes and other records of Board and committee meetings. Administer the Company s director compensation program (including the Charitable Award program), including tracking compensation, reviewing Form 1099s and preparing and distributing compensation-related materials to Board members. Organize and implement orientation and continuing education programs for directors. Oversee posting and maintenance of Board materials on secure electronic portal (BoardVantage). Ensure compliance with the Company s governance documents (Certificate of Incorporation, By-Laws, Corporate Governance Guidelines, Committee charters), New York state corporate law and New York Stock Exchange governance-related listing standards. Keep abreast of regulatory changes, evolving best practices and changing expectations of shareholders and proxy advisors in the area of corporate governance. Communicate with shareholders as appropriate and maintain relations and negotiate with proxy advisors. Oversee organization and coordination of logistics for annual shareholders meetings. Support acquisitions, divestitures, equity investments, reorganizations, joint ventures, etc. Assist with credit facilities, bond and note offerings and issuances, debt tender offers, etc. Should have 7+ years experience as practicing attorney with corporate secretarial, governance, securities and executive compensation function at a public corporation (or at law firm serving public company clients). Should have legal expertise in ensuring public company compliance with 1933 Securities Act registration obligations and 1934 Securities Exchange Act reporting obligations. Must have experience advising public company boards and management on public disclosure, executive compensation and the many governance aspects of the Sarbanes-Oxley Act of 2002 and Dodd-Frank Act of 2010, related SEC rules, and the NYSE corporate governance listing standards. Should have strong legal research skills.

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