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Senior Counsel, Corporate & Governance
Refer job# OWUT145595
 
Senior Counsel, Corporate & Governance Duties: Responsible for development of the Companys proxy statement, executive compensation reporting compliance, global corporate governance programs and training, board meeting support, corporate records, SEC filings, and legal/secretarial assistance to subsidiaries subject to the direction of the VP, Secretary & General Counsel. Provide oversight for corporate governance and executive compensation compliance and reporting, and general legal support for Corporate office and subsidiaries as needed, including assistance with document production, due diligence and support for acquisitions and other major transactions as needed. Assist Corporate Secretary with maintenance of corporate records for Company: Track meetings of the Board and its committees. Assist with production and distribution of materials for Board meetings. Assist with production of meeting minutes and maintenance of minute books. Oversee compensation of non-employee directors for Board service. Manage corporate records for subsidiaries: Maintain minute books and corporate documents for domestic subsidiaries. Coordinate with international operations and third-party secretarial services to track status and maintain corporate qualifications of international subsidiaries. Direct filing of required annual reports and other filings designated by the various domestic Secretaries of State, including annual California Corporate Disclosure reports, and maintain corporate qualifications. Oversee maintenance of corporate subsidiary database and regular distribution of informational fact sheets and organizational charts for all entities world-wide. Work with Tax and Accounting Departments to maintain global subsidiary structure, including providing legal/secretarial support for restructuring, cash movement, banking requirements, powers of attorney and other requirements. Coordinate changes to internal subsidiary appointments, including officers and directors, and work with local teams regarding periodically required filings related to director appointments. Responsibility for creation, maintenance and distribution of Corporate policies related to corporate governance, including the Companys Ethics and Business Conduct Policy. Responsibility for receipt, review and appropriate distribution of reports received through reporting channels set up for whistleblower complaints, including third party hotline system. Oversee circulation and collection of quarterly governance certifications from operations employees worldwide, review responses, and provide routine reports to internal teams and auditors Provide reports on Governance related topics as requested for various committees of the Companys Board. Work with operational divisions and internal audit teams to develop, communicate and maintain corporate governance programs, certifications, trainings, policy development and testing. Lead the development of shareholder engagement strategies and participate in engagement meetings. Manage Export Control Policy and work with operational divisions and outside counsel to evaluate the necessity of export licenses and to obtain and maintain such licenses. Responsibility for leading and improving the annual and interim filing requirements with New York Stock Exchange and maintaining compliance with NYSE reporting requirements. Supplemental Listing Applications. Annual and Interim Written Affirmations. Regular reporting via eGovDirect of shares outstanding, treasury shares, changes to Director and Officer appointments and other required reporting. Responsibility for leading the preparation and filing of the Companys annual Proxy Statement, including: Researching emerging trends with external resources; preparation of executive compensation reporting and presentation to the Companys Organization & Compensation Committee; preparation, circulation and review of the Companys annual D&O Questionnaires. Review of various Company SEC filings, including providing supporting information as needed. Responsibility for creation and filing of Forms 8-K and Forms S-8 related to executive compensation and equity plans, as needed.

Qualifications: Requires a Bachelors degree and law degree with 15+ years of experience in the field. Strong mix of both law firm and public company experience in the areas of governance, disclosure, compliance, privacy and ethics, including subsidiary management. Strong background in public company reporting requirements and exposure to Boards of Directors. Experience should include public companies with global revenue in excess of $2B. Experience in maintaining and managing positive relationships with internal customers and external vendors and consultants. Excellent communication and interpersonal skills to communicate and interact across all functions and levels within the company. Interacts with all levels in the organization, including corporate executives and divisional presidents, and with outside agencies and attorneys. Intermediate skill in the use of Excel, Word and PowerPoint. Ability to read and understand highly technical material.
 
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