Senior Director Corporate Counsel Securities And Governance

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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 coordinates 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 the 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, and 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 the stock transfer agent. Supports the Corporate Secretary in preparation for and during the annual meeting of stockholders. Responsible for preparing the proxy statement, and 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 a professional staff of non-attorneys. Trusted to assist in representing the company and its Board professionally, thoughtfully, and with the highest standards of integrity.

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