Senior Director, Corporate Counsel, Securities And Governance Counsel Jobs in California - 170492 | Submit Resume | General Counsel Consulting
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Senior Director, Corporate Counsel, Securities And Governance
Refer job# KHPG170492
Senior Director, Corporate Counsel, Securities and Governance The candidate supports the Corporate Secretary, providing counsel to the Board and actively managing logistics to ensure efficient and effective Board governance. Ensures that directors are enabled to meet their legal, compliance, and fiduciary obligations. Assists in planning and coordinating all details for Board and Committee calendar and meetings, from agenda design to logistics and expenses. Manages communications and coordinate advance reading materials to prepare members and guests. Prepares advance reading materials for Board members related to corporate governance and executive compensation. Drafts and maintains key corporate documents, minutes and records. Supports the management of director orientation and transition of directors on and off the Board. Supports projects assigned by Chairman of the Board, including providing supporting materials that permit the effective conduct of the meeting. Provides legal advice on corporate governance matters. Monitors outside developments. Manages relationships with outside counsel and proxy advisors as needed. Ensures compliance with, and maintenance of, corporate governance guidelines and Board Committee charters. Provides legal advice on SEC and NYSE compliance matters. Drafts agreements and documentation for governance, internal policies and executive compensation matters. Manages insider trading program and prepares and files Section 16 reports (I.e., reporting of Forms 3, 4 and 5). Keeps current on the filing and listing requirements for equity compensation programs, stock splits, stock transactions. Ensures the accurate and timely filing of annual, quarterly and current reports filed with the SEC and is primarily responsible for preparing those filings, working closely with Corporate Accounting. Coordinates with stock transfer agent. Supports the Corporate Secretary in preparation for and during the annual meeting of stockholders. Responsible for preparing the proxy statement, working closely with the Corporate Secretary and Human Resources. Coordinates meeting logistics and content, working closely with Investor Relations. Manages governance requirements for approximately 70 corporate subsidiaries in 36 countries. Indirectly manages professional staff of non-attorneys. Trusted to assist in representing the company and its Board professionally, thoughtfully, and with the highest standards of integrity. Must have a law degree. Minimum of 11 years of combined private practice and/or in-house experience in securities compliance, corporate governance and corporate secretarial matters. Detailed knowledge and understanding of state and federal laws, NYSE and SEC regulations, and other standards with respect to public company reporting requirements and 3+ years of experience handling the preparation and distribution of shareholder, Board of Directors and committee meeting materials plus 3+ years of experience with filing 10-K, 10-Q, proxy statement, and other SEC required filings accurately and on time. Must possess excellent presentation and communication skills and demonstrate executive presence. Must be comfortable and confident counseling, interacting and, when necessary, respectfully pushing back, with C-level executives and Directors. Excellent analytical, detail-oriented, organized and information seeking skills. Excellent organization and time management skills. Excellent written and verbal communication skills and interpersonal relationship skills including negotiating and relationship management skills with ability to drive achievement of objectives. Recognized as an expert within field and within the organization, both within and beyond own function. Expert understanding of related aspects of legal processes and/or systems. Prior in-house experience strongly preferred. A member of the California bar .
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