Corporate Secretary and General Counsel

Pacific Blue Cross has been British Columbia's leading benefits provider for 75 years. We are an independent, not-for-profit society with strong roots in BC’s health care system. Together with our subsidiary BC Life, we provide health, dental, life, disability and travel coverage for approximately 1.5 million British Columbians through employee group plans and through individual plans for those who do not have coverage with their employers.

 

We are fueled by a commitment to keep health care sustainable for all British Columbians. Through our Community Connection Health Foundation, we also provide funding to community organizations with a focus on alleviating mental illness and chronic disease. We're interested in finding people who want to make a difference and who will take advantage of every opportunity to build a career with us.

 

Pacific Blue Cross offers an attractive compensation and benefits package, fitness programs, and an onsite gym and cafeteria. Our workplace culture values health and wellness, continuing education, environmental sustainability and giving back to the community.

                      

We are currently recruiting for a Corporate Secretary and General Counsel to join the Executive team.

 

This unique and challenging role will be located at our head office in Burnaby.

 

Job Summary

 

Under the executive direction of the Chief Executive Officer (CEO) and the Board Chair, provides subject matter expertise and professional support to the Board in the areas of governance and Board operations and provides oversight to ensure the integrity of the governance framework, the administration of company business at the Board level and compliance with statutory and regulatory requirements. As General Counsel and an expert in Canadian corporate law, provides legal advice to the Board, Executive Leadership Team and individual managers consistent with professional standards of practice and ethical values, while managing risks.

 

This position is an effective team player with a demonstrated ability to build relationships, apply initiative, creativity and judgement independently, communicate with all level of stakeholders (internal and external) and provide a high level of professional expertise while balancing multiple priorities.

 

Key Accountabilities Include:

 

Corporate Secretary and Board Governance

 

As the in-house subject matter expert and technical advisor in governance and Board operations, provides oversight in ensuring the integrity of the governance framework, the administration of company business at the Board level and compliance with statutory and regulatory requirements by:

  • monitoring all Board and Committee processes such as regular and special meetings to ensure efficient execution of Board business within the scope of authority established through the company’s constitution, bylaws, policies and procedures at the corporate level;
  • keeping abreast of all matters, issues and challenges being addressed at the Board level and advising the Chair of pending conflicts and alternative approaches to managing those conflicts if appropriate;
  • providing technical advice on pending changes in legislation, evolving industry concerns, and best practices impacting governance particularly for non-profit organizations, as well as options for Board consideration to facilitate compliance or improve Board effectiveness;
  • researching or locating internal and external resources to pursue information on specific topics as directed by the Board, and preparing reports, presentations and speaking notes for Board review and consideration;
  • ensuring decision making processes are effective, and all decisions made by the Board are implemented;
  • overseeing the preparation, maintenance and revision of Board policies;
  • monitoring the preparation and distribution of regulatory and other mandatory Board reporting to ensure compliance;
  • pursuing access by Board members to new or updated technology tools such as online or paperless communication platforms by facilitating contacts with the appropriate internal or external resources;  
  • providing direction to and consulting on an ongoing basis with the Executive Assistant on the provision of administrative support to the Board in minute taking,  the preparation of Board packages, the maintenance of files and records and other administrative activities.

Facilitates the effective flow of communication between the Chair, the CEO and members of PBC’s Executive Leadership Team to ensure all decisions made by the Board which impact company operation are communicated at the right time and in the right way.

 

Compiles, prepares and presents the annual Board budget, and implements following Board approval. Monitors budget execution in consultation with the Executive Assistant, identifies issues with expense control and other areas with the potential for being out of policy, and reports variances to the Chair for follow up action.

 

Oversees the organization and execution of the Annual General Meeting from a governance perspective to ensure aspects related to the nomination, voting and appointment of Board members are addressed within PBC’s constitution and bylaws.

 

Addresses individual concerns brought forward between Board and Committee meetings by external stakeholders by fielding inquiries and determining required actions.

 

General Counsel/Chief Legal Officer

 

As the organization’s subject matter expert in the field of Canadian corporate law, provides internal legal advice to the Board, Executive Leadership Team and individual managers consistent with professional standards of practice and ethical values by:

  • reviewing issues referred by internal staff and Board members on a broad range of topics and situations requiring the application and interpretation of provincial and federal laws affecting business operation such as business and partnership agreements, contracts, licenses, and trademark infringements;
  • researching facts, circumstances and case law;
  • identifying potential legal risks, consulting with internal stakeholders to explore the impacts, and developing and implementing solutions to mitigate those risks;
  • responding to legal notices and inquiries;
  • managing lawsuits or other legal actions and representing PBC’s interests in court or other legal proceedings;
  • drafting legal documents such as contracts and offers of settlement; provides notary services as required;
  • selecting external counsel specializing in areas of legal practice, overseeing the provision and quality of services by external providers and monitoring costs.

 Relationship Building and Professional Development

 

Builds and maintains business relationships with all points of internal contact to engender trust, and promote the application of risk management practices organization wide. Pursues opportunities to build networks with external contacts in other organizations, government agencies and professional associations

 

Maintains up to date knowledge on governance and legislative trends, case law, and continuing best practices in all areas of job operation through literature searches, attendance at conferences and workshops, continuing education initiatives and industry contacts.

 

Required Professional Qualifications

  • Bachelor’s degree in a relevant discipline is required
  • Successful completion of a Law degree recognized by the Law Society of BC
  • Qualified as a practicing lawyer in BC, in relevant stream(s) of law
  • Recognized designations in corporate governance is an asset

 Required Experience 

  • Minimum 7 years’ in progressively senior leadership roles in a law and/or corporate governance environment, or an equivalent combination of relevant experience

 Required Competencies 

  • Intermediate to advanced level experience in Microsoft Suite; Excel, Word, PowerPoint, Visio and Outlook
  • Demonstrate experience in adapting to new technologies, including Finance applications
  • Excellent interpersonal, verbal and written communication and telephone skills
  • High degree of accuracy and attention to detail. Able to multitask and take initiative with the ability to prioritize and manage multiple projects effectively with little direction
  • Projects a positive demeanor while providing superior customer service both internally and externally
  • Provides executive level administration and project management expertise
  • Able to understand varying communication styles from a broad spectrum of backgrounds
  • Demonstrate the ability to clearly communicate with individuals at all levels of seniority
  • Excellent collaboration skills and the ability to work in a team environment while demonstrating the ability to maintain composure in high stress situations

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