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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 > Vice President-Senior Counsel and Assistant Board and Corporate Secretary Job in Missouri > Vice President-Senior Counsel and Assistant Board and Corporate Secretary

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Vice President-Senior Counsel and Assistant Board and Corporate Secretary

Refer job# KACU150376

Vice President-Senior Counsel and Assistant Board and Corporate Secretary Duties: Assist in the coordination of the preparation of Board and Committee agendas and Action Item lists; Assists the RGC in organizing and servicing the Board, and Committee meetings in accordance with any procedures agreed upon by the Board from time to time, and coordinating the preparation and distribution of appropriate notices, agendas, and supporting documents; Attend all Board and Board Committee meetings and act as Senior Counsel and Assistant Secretary at each such meeting or arrange for a suitable person to act as Senior Counsel and Assistant Secretary on his or her behalf when necessary; Assist in the preparation and circulation of minutes of meetings and assist in ensuring that the details of the resolutions and decisions are in order so that proper account of them is taken by the Board; Assist in providing, or arranging for the provision of, advice to the Board in relation to corporate governance issues; Effectively communicate with stakeholders to ensure corporate governance at the UAH North America Board and Committees and NAET levels are adhered to; and Prepare communications on Board related matters; and Perform such other functions as the Chairs and RGC may reasonably specify from time to time. The Senior Counsel and Assistant Secretary shall also: Support the RGC in the coordination and preparation of NAET meetings, including organizing, attending and conducting post action item follow up on NAET offsite meetings; Draft revisions to policy and governance documents on behalf of UAH, North America Board and its Committees, and the NAET, in accordance with current applicable laws; Assist with special projects as applicable; Provide advice and counsel on legal and regulatory matters involving the Bank, including without limitation Dodd-Frank, the Bank Holding Company Act, and other related foreign banking related regulatory matters; Actively and consistently demonstrate the cultural practices of Rabobank and the Region; Complete all mandatory training within a timely basis, as instructed; Be familiar with and comply with laws, regulations and internal policies and procedures that are applicable to required job duties; Understand and comply with all of Rabobank WR's anti-money laundering, compliance and all other applicable laws and regulations; and Provide advice and counsel on legal and regulatory matters involving the Bank, including without limitation Delaware corporate law, Dodd-Frank, Regulation YY, the Bank Holding Company Act, and other related foreign banking related regulatory matters. In connection with stakeholders and document owners, lead the annual review of UAH, North America Board and Board Committees, and North America Executive Team governing documents. Work collaboratively with other members of the Legal team to ensure the consistent administration of the books and records of UAH and its subsidiaries. Prepare such documents and filings as may be necessary for the governance of any of Rabobank's various North American entities, including but not limited to certificates of organization, articles of incorporation, operating agreements, bylaws, and such documents, applications and filings as may be necessary for relevant licenses and permits; Assist in creating, managing, and updating relevant policies, procedures and processes; Assist in responding to internal and external audits and exams; and Provide advice and counsel on other legal and business matters as required. Complete all mandatory training Comply with code of conduct and Bank policies/ procedures. Actively identify incidents outside of established policies and procedures and report to management immediately. Qualifications: Law Degree and 10 years of experience with at least 6+ years of experience in the area of assisting in the management of corporate boards required. License to practice law in the state of Missouri or other state with the ability to become licensed in Missouri. Experience drafting detailed minutes; alternatively, experience synthesizing lengthy oral discussions into detailed summaries. Experience with Delaware business entity laws (corporate, limited liability company, etc.). Familiarity with corporate governance principles required. Strong knowledge of the regulatory environment for Bank Holding Companies and/or of foreign banks doing business in the U.S. preferred. Process information logically and able to use the result in appropriate applications to meet the requirements of the job. Handle normal and extraordinary situations well. Make sound legal and business decisions; understand and achieve business goals. Reliably organize work; work effectively and efficiently, prioritize work and anticipate business need. Manage multiple projects simultaneously with good results. Detail oriented. High level of commitment to excellent performance. Extend extra effort to ensure third parties and colleagues are treated according to bank WR's Mission Statement and policies. As directed, coordinate department's effort, within department or with other groups, to achieve departmental goals. Take leadership role in external activities; represents bank favorably at all times. Familiar with a wide variety of legal concepts, practices and procedures. Fully conversant with Microsoft Outlook and Word. Desirable: JD Degree from top tier law school and work experience in top tier national law firm and a large sophisticated financial institution. Ability to handle complex, confidential matters and the ability to work with different people as a team. Experience with web-based document distribution platform, such as iBabs, Director Access or Diligent. Securities law knowledge, broker-dealer knowledge, Dodd Frank knowledge, and swap dealer knowledge. Experience scheduling and managing regularly recurring meetings.

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