Vice President General Counsel amp Corporate Secretary

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Vice President, General Counsel & Corporate Secretary
Provide legal counsel to all segments of the corporation and its subsidiaries. Ensure compliance with laws, rules and regulations. Serve as corporate governance officer. Serve as corporate secretary. Serve as a member of the corporate Management Policy Committee. Oversee risk management. Oversee sustainability reporting. Exercise primary responsibility for (1) management of all legal matters involving the corporation including subsidiaries, with supervisory and coordination responsibilities for both internal and outside counsel; (2) review of the adequacy of the corporation’s corporate governance procedures and reporting to the corporation’s management and Board of Directors on recommended changes; (3) maintenance and custody of corporate minute books, (4) oversight of risk management, and (5) oversight of sustainability reporting. Act as legal advisor to the Chair of the Board and the President and Chief Executive Officer, to the Presidents of the subsidiaries, to the corporation’s Board of Directors and committees of the Board, and to the subsidiary Boards of Directors. Review legal matters that may have an impact on the company. Coordinate legal issues among all departments within the corporation and among its subsidiaries. Assist the Chair of the Board, the President and Chief Executive Officer, and the Chairs of the committees of the Board in preparation for Board and Board committee meetings. Subject to the review by the Chair, and, as appropriate, the chairs of the Board committees, (1) prepare Board and Board committee meeting agendas; (2) record minutes of the Board of Directors, committees of the Board, and annual shareholders’ meetings; (3) draft and send proxy statement and proxy card; (4) draft and send other communications to shareholders as directed by the Chair; (5) prepare the of all meetings of subsidiaries; (6) prepare written consents for actions taken by the Boards of subsidiaries, or their shareholders, in lieu of actions taken at a meeting. Supervise and coordinate the activities of outside counsel and the Legal Department attorneys in all legal matters affecting the corporation. Act as the corporation’s corporate governance and compliance officer, with responsibility for monitoring and assessing developments on corporate governance including stock exchange listing standards, legislative enactments, SEC regulations and judicial decisions. Provide regular reports to the corporation’s senior management and Board of Directors regarding matters of most significant importance and make recommendations regarding: (1) corporate governance guidelines, (2) business codes of conduct and ethics policies, (3) Board committee charters, (4) executive compensation policies and (5) director evaluation processes. In coordination with the Chief Financial Officer: serve as a liaison to rating agencies with respect to their rating of the corporation’s corporate governance procedures and assist in communication with D&O insurance brokers and underwriters in conjunction with corporate governance issues. Participate as a member of the corporation’s Disclosure Policy Committee to assure that the disclosure procedures and internal controls are adequate to collect the information necessary for the corporation to meet its disclosure obligations in a timely manner. Meet privately on a periodic basis with the Audit Committee to review matters within its jurisdiction, including evidence of any material violation of laws or breach of fiduciary duty by the corporation, its directors, officers, employees or representatives. Supervise the maintenance of the records of the Legal Department. Supervise the maintenance of corporate minute books and related files for the company and its subsidiaries. Ensure the corporation’s ethics and integrity policies are maintained. Supervise and coordinate the activities of the Risk Management Department including the Company’s insurance program, captive insurance company, and claims management. Supervise and oversee the corporation’s sustainability disclosures and reporting.

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