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Melinda Burrows
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Deputy General Counsel - Securities & Assistant Secretary
Refer job# HJUQ162343
 
Deputy General Counsel - Securities & Assistant Secretary Responsibilities: In coordination with the General Counsel, lead and manage the securities and corporate governance law function for the company, which has accountability for providing legal advice and services for all securities law and corporate governance. Manage and oversee the development, implementation and maintenance of various corporate governance practices and policies; have accountability for oversight of the corporate secretarial functions for the company and its subsidiaries, including preparation of Board of Directors and Committee meeting materials, agendas, minutes, notices, etc.; and oversee all subsidiary corporate governance. Serve as Assistant Secretary to the Board of Directors with responsibility for assisting to plan the agenda for Board meetings, ensuring that proper corporate governance is followed at Board Meetings, preparing minutes of Board Meetings, maintaining corporate books and records, and overseeing corporate governance issues. Provide direct support to the committees of the Board of Directors as assigned. Provide day-to-day advice and support with respect to all securities matters, including 33 and 34 Act compliance. Ensure compliance with SEC rules and regulations and listed company exchange requirements, including drafting and/or reviewing periodic filings such as 10-Ks, 10-Qs, proxy statements, Section 16 filings (Forms 3, 4 and 5), and registration statements; Keep abreast of proposed and existing legislation and regulations, and coordinate compliance with the Sarbanes-Oxley Act as well as NYSE corporate governance rules and listing requirements. Work with the General Counsel, to advise senior executives on all aspects of internal corporate governance and the Corporate Secretary function, e.g.: Coordinate with and assist with the development, implementation, and maintenance of various corporate governance best practices and policies; Advise on a variety of matters relating to the Board's roles and responsibilities; Prepare meeting agendas, ensuring accuracy, consistency, and simplicity; Oversee the coordination and communication of other logistics such as meeting location, travel, other events, and expenses; Draft, distribute, and maintain minutes of meetings; and Facilitate the orientation of new Directors and assist in Director training and development. Regularly interact with and advise senior executive and corporate functions such as investor relations, finance, treasury, accounting, and corporate communications.

Qualifications: JD Degree from an accredited law school and qualified to practice law in Indiana or the ability to be admitted in 6 months. In good standing in all jurisdictions to which a candidate has been admitted. 10+ years in corporate and securities related positions. A combination of in-house experience at a public company and in private practice is preferred. Exceptional law firm candidates will be considered. Experience as a Corporate Secretary or Assistant Corporate Secretary is strongly preferred. Experience working in the healthcare industry, particularly in pharmaceuticals, is a clear advantage. Extensive knowledge and expertise in federal securities law and corporate governance, e.g. Sarbanes-Oxley and NYSE-listing standards. Significant experience with corporate board operations, including supporting preparation of materials for board and/or committee meetings, agendas, minutes, etc., as well as maintaining a deep understanding of governance best practices. A bias towards action with a proactive nature and the ability to see around corners. A demonstrated commitment to Diversity & Inclusion and a strong track record of promoting and supporting D&I efforts within an organization. Significant ability to organize priorities and manage numerous projects simultaneously under deadline pressure. Superior intellect, with the ability to think critically and make clear and well-reasoned decisions; ability to see and handle more than the legal issues of a project; strong, pragmatic business acumen with the ability to recognize the broader consequences of legal advice; a strategic and innovative thinker who can bring value to his or her clients and find creative solutions to complex legal problems. Exceptional interpersonal skills and the ability to communicate (both orally and in written form) effectively with senior business leaders and other professionals and colleagues at all levels of an organization while utilizing excellent business and legal judgment in complex situations. Must be a team player and have the ability to build rapport with a diverse range of business and legal partners. Unquestioned integrity, credibility and judgment. Quick study, able to spot issues quickly, handle complex matters, with multiple initiatives going on simultaneously.
 
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