Governance Program Lead

Smartsuite; Newport Beach (CA); On-site; USD 120,000 - 180,000; Full time

Job summary

Capitolis is seeking a Governance Program Lead to oversee corporate governance responsibilities, including board compliance, ethics programs, governance policies and ESG metrics. You will ensure ethical standards and board requirements are evidenced and upheld, reporting to the Chief Compliance Officer and coordinating across ESG and policy governance lives.

In this role you will maintain governance policies, track training attestations, manage governance incidents and remediation, and support

Qualifications

• Maintain governance policies and board-level compliance requirements
• Track governance metrics such as training completion and policy attestation
• Coordinate the governance pillar of ESG reporting
• Manage governance-related incidents and remediation
• Support board and committee reporting on governance
• Align governance practices with codes and listing requirements

Responsibilities

• Policy management
• Touches: ESG, Issues and actions, Reporting, Compliance management
• Connect governance to ethics, policy, ESG and counsel
• Trainings and attestations across governance landscape
• G-pillar metrics mapped to ESRS G1 and GRI 2

Job description

SmartSuite for the Governance Program Lead

The Governance Program Lead oversees corporate governance responsibilities: board compliance, ethics programs, governance policies and the metrics that evidence them. They run the governance pillar of ESG and make sure ethical standards and board requirements are consistently upheld.

Reports to:

Chief Compliance Officer

What you own

The Governance Program Lead oversees corporate governance responsibilities: board compliance, ethics programs, governance policies and the metrics that evidence them.

• Maintain governance policies and board-level compliance requirements
• Track governance metrics such as training completion and policy attestation
• Coordinate the governance pillar of ESG reporting
• Manage governance-related incidents and remediation
• Support board and committee reporting on governance
• Align governance practices with codes and listing requirements

At a glance

The GRC processes this role owns, touches and depends on.

Owns

accountable for the process

• Policy management

Touches

contributes or approves

• ESG
• Issues and actions
• Reporting
• Compliance management

Depends on

consumes its output

• Internal audit

How the GRC processes connect

Three lines of defence set the frame; the chain shows where each process hands off to the next. Colours follow the Governance Program Lead: navy is owned, blue is touched, grey is depended on.

1. First line The business and its control owners Run the processes, own the controls, fix the issues
2. Second line Risk, compliance and the domain programmes Set the frameworks, assess, monitor and advise
3. Third line Internal audit Independent assurance to the board and audit committee

Reporting lines

Who this role reports to, who reports to them, and the peers they work with most.

Reports to

Chief Compliance Officer

Works closely with

Ethics and Compliance Lead

Policy and Governance Manager

ESG Program Director

How SmartSuite supports the Governance Program Lead

The Governance Program Lead makes sure ethical standards and board requirements are upheld and evidenced, answerable to the Chief Compliance Officer, the General Counsel and the board, and through the governance pillar of ESG to investors. SmartSuite keeps policies, attestations, metrics and incidents in one record, so governance is reported from evidence rather than assertion.

Run governance policies and board-level requirements

Listing and code requirements as tracked obligations

Requirements from NYSE or Nasdaq rules, the UK Corporate Governance Code and sector codes are held as obligations with owners, evidence and review dates, so board-level compliance is managed rather than remembered.

Training completion as a governance metric

Governance training requirements and completions are tracked by role with reminders to the overdue, so completion is a live figure for the board rather than a number compiled the week before the meeting.

Entity governance records in one place

Board composition, committee membership and charters are held in Entity & Corporate Governance Management with history, so a question about independence or committee tenure is answered from the record.

Connect governance to ethics, policy, ESG and counsel

Ethics metrics shared with the Ethics and Compliance Lead

Attestation, disclosure and case metrics maintained by the Ethics and Compliance Lead are linked to your governance dashboard, so the ethics picture and the governance picture are the same numbers.

Policy drafting with the Policy and Governance Manager

Drafts, consultations and approvals in Policy Management run as a workflow shared with the Policy and Governance Manager, so you see where each policy stands and who still needs to sign it off.

G-pillar metrics mapped to ESRS G1 and GRI 2

Governance metrics are mapped to ESRS G1 and GRI 2 General Disclosures with evidence links, so the ESG Program Director picks up the governance pillar without reformatting or re-asking for sources.

Report governance to the board and the Chief Compliance Officer

Evidence a regulator or investor can follow

Full histories of policies, attestations, metrics and approvals are kept, so a proxy disclosure question or a stewardship inquiry from an investor is answered from the record rather than reconstructed.

Board dashboards that stay current

Dashboards of attestation rates, training completion, open incidents and policy status update as the records do, so the board sees governance as it is today rather than at the last reporting date.

Governance narratives drafted for you

The AI Assistant in a SmartDoc field drafts the governance section of ESG disclosures and board reports from the recorded metrics, so your time goes into the judgment rather than into the compilation.

Policy management. Manages governance policy updates, attestations and compliance workflows in one place.

ESG. Feeds governance metrics into ESG disclosures with evidence links.

Issues and actions. Tracks governance-related incidents and ensures timely remediation.

Reporting. Provides board dashboards summarizing governance metrics such as training completion.

Products this role uses most

Entity & Corporate Governance Management

Manage legal entities, governance, and compliance with a centralized platform for corporate structure and oversight.

Policy Management

Centralize creation, approval, and publication of policies with full lifecycle tracking and attestations, ensuring they remain current, accessible, and auditable.

ESG & Sustainability Management

Track and report ESG performance with structured workflows, regulatory alignment, and real-time visibility into sustainability metrics and initiatives.

Issues Management

Track and remediate issues across audits, risk, and compliance with structured workflows, clear ownership, and real-time visibility into resolution status.

Industry reference

The OECD Principles of Corporate Governance (2023) and the UK Corporate Governance Code (2024) frame the program; NYSE and Nasdaq listing rules and SEC proxy disclosure set the US detail. GRI 2 General Disclosures (2021) and the ESRS G1 standard under CSRD define how governance is reported.

Sector regulators add their own codes: the Basel Committee's governance principles for banks, the NAIC's Corporate Governance Annual Disclosure for insurers, CMS conditions of participation for hospital governing bodies, and GAO's Green Book for federal agencies. Technology companies tend to follow listing rules plus investor stewardship codes.

Related roles

Chief Compliance Officer

Explore Further

Guides and definitions from the GRC Knowledge Center and the What-is glossary, chosen for this role.

Frequently asked questions

The Governance Program Lead oversees the organization's corporate governance responsibilities: maintaining governance policies and board-level compliance requirements, tracking governance metrics such as training completion and policy attestation, coordinating the governance pillar of ESG reporting, managing governance-related incidents and their remediation, supporting board and committee reporting and aligning practice with governance codes and listing requirements. The OECD Principles, the UK Corporate Governance Code and NYSE and Nasdaq listing rules frame what the program has to evidence.

Policy Management manages governance policy updates, attestations and compliance workflows in one place, so the Governance Program Lead can issue a revised policy, collect attestations and see completion without a separate tracking sheet. Each policy carries its version, its approval and the record of who has attested, and the Policy and Governance Manager maintains the policy text in the same record. When the board asks whether a governance policy has been communicated and acknowledged, the attestation record answers directly.

ESG & Sustainability Management feeds governance metrics into the ESG disclosures with evidence links, so the governance pillar of a GRI 2 or ESRS G1 disclosure draws on the attestation, training and policy records the Governance Program Lead already maintains. Each disclosed governance figure links to its evidence, which is what assurance under CSRD will test. The ESG Program Director receives the governance data without a separate questionnaire, and Entity & Corporate Governance Management supplies the board and entity records behind it.

Issues Management tracks governance-related incidents and ensures timely remediation, so a breach of a governance policy, a missed board requirement or a finding from a governance review becomes an incident with an owner, a deadline and a recorded outcome. The Governance Program Lead sees open incidents and their age, and the Ethics and Compliance Lead works the same records where an incident has an ethics dimension. Remediation is evidenced on the incident, which is what a listing-rule or code-compliance review asks for.

SmartSuite provides board dashboards summarizing governance metrics such as training completion, attestation rates and open governance incidents, so the Governance Program Lead's report to the Chief Compliance Officer, the General Counsel and the board comes from the program records rather than a slide assembled each quarter. The dashboards show the trend as well as the current position, which is what a board wants when judging whether governance practice is holding. The same figures feed the annual governance reporting.

The governance policy set with its current versions and owners, the board-level compliance requirements from the codes and listing rules that apply, the training and attestation records to date and any open governance incidents. Attestation tracking starts with the next policy issue, incidents are logged from the first day and the board dashboard is populated as the records fill. The Policy and Governance Manager, the Ethics and Compliance Lead and the ESG Program Director work in the same records, so one governance register serves all three programs.