General Counsel & Corporate Governance Officer Duties: Advise on general contractual matters and various banking laws, regulations, and rules including review of contracts with third parties, trust agreements, powers of attorney, court orders, subpoenas, and other documents relative to conducting general banking business. Draft and review regulatory communications, manage and monitor regulatory relationships. Manage and monitor all external counsel relationships. Oversight and preparation of annual proxy statement. Oversee the implementation of governance policies, practices and systems, including the development and/or coordination of Board and Governance committee agendas and related meeting materials. Update charter, corporate governance documents, code of conduct and ethics annually or as required. Oversight and administration of annual company-wide policy reviews and updates. Attend Board meetings and committee meetings. Responsible for coordinating the board of director and related committee meetings, the preparation and review of the meeting minutes, maintenance of the meeting attendance records, and payment of board and committee member fees.. Serves as the Ethics Officer for the Bank. Prepare SEC filing requirements for stock purchases, sales, and options granted and exercised, etc. - Form 3, - Form 4, monitor blackout periods. Coordinate regulatory examinations - e.g., first day letters and information requests. Assist as requested in vendor contract reviews and negotiation. Assist as requested in strategic planning, branch expansion, acquisitions, due diligence on new products and services, etc. Manages the Bank's insurance program, including claims handling and policy renewals. Administer quarterly cash dividend payments. Oversight and administration of stockholder transfer agent function, earnings releases, and electronic board portal. May require occasional travel for business meetings or training.
Qualifications: Bachelor Degree. JD Degree. Attorney at Law, with community banking. Employment Law and Securities & Exchange Commission filing experience preferred. Accountability/Dependability. Accuracy/Attention to Detail. Analytical Skills. Building Partnerships. Communication. Community-focused. Interpersonal Skills. Critical Thinking/Judgment. Organizational Skills and Planning. Banking Regulatory Knowledge.
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