Senior Manager, Corporate Secretary

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  Purpose:

 

Contributes to the overall success of the Legal and Corporate Secretary department in the U.S. to help ensure that specific individual goals, plans, initiatives are executed / delivered in support of the team’s business strategies and objectives.  Ensures all activities conducted are in compliance with governing regulations, internal policies and procedures.

 

Key Accountability:

 

  • Champions a customer focused culture to deepen client relationships and leverage broader Bank relationships, systems and knowledge.
  • Provide corporate secretarial support to both Board of Directors meeting and U.S. management committees:
  • Independently schedule and assist in planning agendas for management committee and board meetings;
  • Ensure regulatory and corporate governance requirements are met;
  • Promote best in class governance standards, as applicable;
  • Manage and prepare meeting material, including drafting of resolutions and speaking notes for the Chair;
  • Prepare, maintain and agree with management a rolling agenda of topics to be covered at each Board or management Committee meeting;
  • Request, review and compile information for meeting materials on a timely basis, allowing for management pre-review, where appropriate;
  • Coordinate the powers of attorney process, drafting, production and certification of powers of attorney;
  • Prepare signing authority forms and incumbency certificates, and circulate documents for signature as required;
  • Ensure post-meeting activities such as the preparation of minutes and regulatory filings are completed;
  • Maintain minute books;
  • Track Board and management committee action items arising from meetings, check to determine if commitments are being addressed, escalate issues to management, the incumbent’s managers or company’s Chair, as required;  
  • Ensure adherence to the U.S. Committee Governance Guideline;
  • Assist with general Corporate Secretary inquiries.
  • Support legal entity life cycle (from incorporation and formation to cancellation and dissolution of legal entities) and maintain the Bank’s U.S. organizational chart;
  • Ensure legal entities remain compliant and in good standing, file annual reports and franchise taxes; and
  • Ensure the Englobe legal entity database is updated on a timely basis.
  • Understand how the Bank’s risk appetite and risk culture should be considered in day-to-day activities and decisions.
  • Actively pursues effective and efficient operations of his/her respective areas, while ensuring the adequacy, adherence to and effectiveness of day-to-day business controls to meet obligations with respect to operational risk, regulatory compliance risk, AML/ATF risk and conduct risk, including but not limited to responsibilities under the Operational Risk Management Framework, Regulatory Compliance Risk Management Framework, AML/ATF Global Handbook and the Guidelines for Business Conduct.

 

 

 

Education & Experience:

 

The incumbent must have a good knowledge of corporate secretarial practices and banking or regulatory experience, having served previously as a Corporate Secretary or Assistant Corporate Secretary, preferably in corporate and investment banking firm.  The incumbent must also have a broad understanding of corporate governance practices/requirements.  Proficiency with entity management databases also required – experience with EnGlobe and board portals (including Diligent) are considered an asset. Minimum seven years corporate secretarial experience required.

 

  • 4 year degree
  • Certified paralegal
  • Excellent oral and written communication skills
  • Professional, polished and confident demeanor
  • Strong interpersonal skills and ability to work well in a team and to leverage others to achieve goals
  • Proficiency with Microsoft Office and Excel
  • Ability to understand, interpret and simplify legal terminology and regulations
  • Strong analytical, organizational and problem-solving skills
  • Should be able to multi-task, work with a large volume of enquiries and prioritize tasks
  • Should be self-motivated and work with minimal direction

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