Executive Director, Deputy General Counsel and Deputy Corporate Secretary

What You'll Do:
The Executive Director, Deputy General Counsel and Deputy Corporate Secretary reports to the General Counsel and will work closely with the General Counsel, the Board, and other senior officers, as applicable, to manage the Legal department affairs and tailor the Board’s governance framework to meet necessary requirements. The role will also support the Board in carrying out its fiduciary duties and help ensure compliance with governance requirements in Delaware corporate law and applicable regulatory standards.  
 

Primary Duties and Responsibilities:

To perform this job successfully, an individual must be able to perform each primary duty satisfactorily.

• Work closely with the General Counsel to provide legal advice and guidance to members of the Board of Directors and senior management.  

• Provide strategic oversight of the Legal department including resources and other initiatives.  

• Serve as the lead of the Office of the Corporate Secretary and manage the Office of the Corporate Secretary staff. Oversee all Board and internal governance processes.

• Work closely with the General Counsel to develop, maintain, and revise Board agendas, Board-level committee agendas, and management-level agendas consistent with corporate requirements in charters, corporate governance principles, or By-Laws. Set Board, Board-level committee, and management-level committee meeting schedules and ensure compliance with applicable Delaware corporate law, charter requirements, and regulatory standards.

• Attend Board and Board-level committee meetings and Management Committee meetings, as necessary, and draft, distribute, and maintain Board and Board-level committee meeting minutes.  

• Provide general advice with respect to corporate governance matters to directors and senior officers both inside and outside of Board meetings, including with respect to director fiduciary obligations.

• Oversee annual governance processes and Board-level charters to confirm annual requirements are met. Review Board presentation materials for adequacy, consistency (across reporting and with respect to prior reports), user-friendliness, and overall quality.   

• Manage Stockholder relationships and oversee Stockholder Meetings.

• Oversee the corporate registration processes for the company.

• Facilitate Director on-boarding and resignation processes. Maintain and update the Director orientation program and ensure Directors are notified of Director development, training, and educational opportunities.  

• Prepare and maintain materials for the annual Board and committee self-evaluations and prepare Director skill matrices.

• Review Board independence and other Director qualification and conflict issues per Delaware corporate governance and applicable regulatory standards and consult regarding potential conflicts-of-interest.

• Manage internal Legal department affairs.  

• Oversee external counsel relationships and management the Legal department budget.

• Liaise …