Senior Advisor, Subsidiary Governance Officer

ZSA Legal Recruitment Limited; Toronto; On-site; CAD 115,000 - 137,000; Full time

Job summary

ZSA Legal Recruitment Limited in Toronto seeks an experienced governance professional to manage the subsidiary governance framework, maintain minute books, coordinate filings, and support board processes under the Corporate Secretary. You will administer the GEMS platform, prepare materials for AGM, and ensure regulatory compliance across entities.

Ideal candidates have 5+ years of post-qualification governance experience, Ontario securities law knowledge, and proficiency with board portals like

Qualifications

• Experience with corporate governance in a large organization or top law firm.
• Knowledge of Ontario securities filings (TSX, OnCorp, SEDI, SEDAR).
• Strong organizational, communication, and confidentiality skills.

Responsibilities

• Manage governance framework for subsidiary entities and maintain accurate records.
• Coordinate required filings, approvals, board and officer appointments.
• Administer GEMS; train users and optimize workflows for governance data.
• Prepare Management Information Circular and support AGM processes.
• Draft minutes, resolutions, and track action items for subsidiaries.
• File regulatory disclosures and ensure compliance with stock-exchange rules.
• Exercise discretion and manage multiple priorities in a high-volume environment.
• Contribute to process improvements and confidential governance work.

Skills

Ontario securities law knowledge

Administrative skills

Interpersonal skills

Written English proficiency

Education

Law Clerk certificate

ICSA/CGI designation

Tools

GEMS

Diligent board portal

Job description

Toronto | 5 + Years

This position is responsible for managing and maintaining the governance and compliance framework for all subsidiary entities, ensuring they operate in accordance with legal requirements, regulatory expectations, and the Corporation’s governance standards under the guidance of the Assistant Corporate Secretary and Corporate Secretary. The role includes maintaining accurate corporate records, coordinating required filings and approvals, supporting subsidiary board and officer appointments, and contributing to the continuous improvement of governance processes across the organization, as well as dealing with confidential information at the parent board level.

Duties and Responsibilities

• Provides comprehensive law clerk and governance support to the Corporate Secretary and Assistant Corporate Secretary, as well as the boarder General Counsel department, including research, documentation, coordination of governance processes, and execution of corporate actions across the subsidiary group.
• Maintains and oversees all subsidiary corporate records and governance documentation, ensuring minute books, registers, resolutions, organizational charts, and statutory records are accurate, audit-ready, and compliant with internal policies and legislative requirements.
• Serves as the primary administrator for GEMS (global entities management platform), responsible for data governance, regular system updates, user training and support, workflow optimization, and ensuring all subsidiary-related information is accurately captured, tracked, and maintained for governance, compliance, and audit purposes.
• Support the end-to-end preparation of the Management Information Circular, including coordination of internal and external stakeholders, regulatory requirements, publication, and all related aspects of the Annual General Meeting.
• Coordinates, attends, and supports subsidiary board and committee meetings, including agenda planning, preparation and distribution of board materials, drafting minutes and resolutions, tracking action items, and ensuring timely follow-through on governance deliverables.
• Prepares and files all required regulatory and securities disclosures, including TSX, SEDI, and OnCorp filings, ensuring all submissions are timely, accurate, complete, and fully compliant with regulatory and stock-exchange requirements.
• Exercises strong judgment, independence, and professional discretion, effectively managing competing priorities and adapting to a high-volume, time-sensitive environment with consistently high standards of accuracy and attention to detail.
• Takes on additional governance, compliance, and corporate legal responsibilities as required, contributing to process improvements, special projects, and continuous enhancement of the subsidiary governance framework.
• Handles sensitive and confidential information with the utmost professionalism and discretion, demonstrating integrity, trustworthiness, and sound ethical judgment in all aspects of the role.

Qualifications

The ideal candidate would typically have 5+ years of post-qualification corporate governance experience gained in a corporate team of a leading law firm and/or a major corporation and possess the following skills:

• Working knowledge of Ontario securities law, with experience preparing TSX, OnCorp, SEDI and SEDAR filings
• Exceptional administrative, organizational, communication, and interpersonal skills, with strong attention to detail and accuracy
• Demonstrated ability to exercise sound judgment, take initiative, manage competing priorities, and perform effectively in a high-volume, deadline-driven environment.
• High level of professionalism, discretion, and respect for confidentiality, with strong written English proficiency.
• Experience with board portal platforms (e.g., Diligent) and entity-management systems (e.g., GEMS) is an asset, along with a commitment to continuous improvement and adopting best practices.
• Experience within a Corporate Secretary’s Office of a public company is required; post-secondary education such as a Law Clerk certificate, ICSA/CGI designation, and/or a Canadian or foreign law degree is considered an asset.

Salary Range: $115,000 - $137,000

Please note that the salary range included is a guideline only. The salary offered may vary based on factors, including, but not limited to, the successful candidate’s relevant knowledge, skills, and experience.

Tagged as: In-House, Intermediate