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Counsel - Corporate Governance And Shareholder Services
Refer job# TKQI171171
 
Counsel - Corporate Governance and Shareholder Services The candidate will Board and committee administration support, including review and distribution of materials. Input and Distribute Board and Committee Documentation through Diligent. Provide final Board materials to presenters and attendees of Board meetings, Audit Committee Meetings, Risk Committee Meetings and Compliance Sub-Committee meetings. Assist with Minute-taking and Review and revision of Minutes of Board and Committee Meetings. Circulate Board and Committee minutes for comment and sign-off by and presenters, CRO and CEO after each meeting. Work with management presenters to ensure that Board and Committee materials are in proper form, contain required content and are submitted on time. Coordinate sign-off process with CEO's office. Provide Board and Committee meeting materials to Regulatory Relations for viewing by the regulators after each meeting. Maintain Charters/Bylaws completing reviews annually and as required in light of legal and regulatory requirements, industry best practice and shareholder feedback. Prepare governance items for the Board and Nominating and Corporate Governance Committee. Support due diligence and document requests from business lines, regulatory relations, etc. for Strategic Initiatives. Assist business lines in drafting documentation for Subsidiary incorporations and dissolutions, corporate actions, regulatory filings. Prepare Annual OCC Report of Operating Subsidiaries. Facilitate Officer elections, Signing Authorities, Certificates of Incumbency, Secretary Certificates, Unanimous Written Consents, Board resolutions. Administer Reg O processes including maintenance of Reg O database, Board approval of Reg O officers, Board approvals of Extensions of Credit and management of Annual Certification requirements. Distribute monthly Reg. W Affiliate List, communicate with internal stakeholders for updated information. Provide legal support for the Citizens Foundation. Balance the stock register and oversee execution of corporate actions such as dividends and share repurchases. Provide support for Section 16 filings including EDGAR account management, completion of filings, beneficial ownership tracking and coordinating with the Control Room and HR as required. Support the Directors & Officers Questionnaire process. Assist with the preparation of the Proxy Statement including coordination of the drafting process with stakeholders from HR, IR and other members of OCS. Coordinate the Director Appointment and Orientation process. Manage Director Orientation and Continuing Education Program including annual preparation of annual training plan, identifying presenters, providing presenters with briefings and guidance and obtaining feedback from Board members. Administer Corporate Governance Policy including updates, implementation, and assurance. Administer Related Persons Policy including updates, implementation, and assurance. Oversee the Related Person Transactions process to identify related parties, evaluate transactions, obtain approvals as required and complete an annual review of transactions with the NCG Committee. Maintain and update required corporate governance information on public company websites. Minute shareholder outreach calls.

The candidate should have a J.D. degree and license to practice law in a U.S. jurisdiction. Should have 4-7 years of experience within the legal department of large financial services or other highly-regulated company, or comparable experience at a national law firm, where such individual has provided dedicated support to financial services companies.
 
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