Senior Governance Counsel

Assurant, Inc.; United States; Remote; USD 120,000 - 180,000; Full time

Job summary

A leading company is seeking a Corporate Governance Counsel to manage governance matters and support Board operations. The role includes advising on corporate governance issues, managing public company disclosures, and interacting with senior management. Candidates should possess a J.D. degree and at least five years of relevant experience, along with strong communication and analytical skills. This is a remote position with occasional travel for Board meetings.

Qualifications

• Minimum 5 years' experience in corporate governance matters.
• Knowledge of Delaware General Corporate Law and Securities Act.
• Experience advising boards of directors a plus.

Responsibilities

• Support Board meetings, prepare governance materials.
• Advise senior management on corporate governance matters.
• Manage annual shareholder meetings and proxy statements.

Skills

Interpersonal skills

Communication

Analytical skills

Credibility and trust building

Education

J.D. degree

Job description

This job is responsible for serving as the company’s governance counsel and managing a broad range of corporate governance, public company and corporate matters. This includes supporting the Board of Directors and Committees and serving as Assistant Secretary supporting the Nominating and Corporate Governance Committee. This job will also be responsible for advising senior management on corporate governance matters and stockholder engagement, as well as supporting a broad range of public company matters. This is remote opportunity.

What will be my duties and responsibilities in this job?

Corporate Secretary

• Support Board and Committees’ regular and special meetings, including preparing materials for governance committee and presenting on governance issues, as well as coordinating and reviewing materials, preparing agendas, resolutions and minutes, and advising on required approvals.

• Lead Board evaluation, orientation and education, and D&O questionnaires and director independence/conflicts analysis.

• Oversee Board and committees’ meeting logistics and approvals, Board portal and resources.

• Manage Board-level policies, procedures and practices.

• Advise Board on governance matters.

• Manage outside vendors as needed.

Corporate Governance

• Advise senior management on broad range of corporate governance matters and provide legal support for public company on general corporate law matters.

• Advise senior management on Delaware corporate law matters, organizational documents, corporate governance guidelines and committee charters.

• Draft and review governance disclosure, including in proxy statement, insurance regulatory filings and sustainability report. Manage the proxy statement.

• Support shareholder outreach program, including advising on policies of investors and proxy advisors, and shareholder engagement.

• Manage shareholder proposals, including engagement with any proponent and SEC and related disclosures.

• Oversee Company’s annual shareholder meeting and NYSE corporate governance matters.

• Keep abreast of governance developments and environment to enable proactive reporting and management of issues, including through external engagement.

• Manage legal group corporate policies, procedures and practices, and support training on such policies.

Disclosures and Securities

• Support review of public disclosures.

• Support debt refinancings and issuances, credit facility refinancings, and shelf registration statement and other financing transactions.

• Review guarantees and letter of support requests.

Board Manager / Paralegal Support and Oversight

• Although this position does not currently have direct reports, oversight and support of Board Manager and paralegals working on corporate governance, corporate secretarial and general corporate matters will be required.

What are the requirements needed for this position?

• J.D. degree and Bar admission.

• A minimum of 5 years’ experience with corporate governance matters, with a preference for experience in a large, full-service law firm in the corporate governance practice. Will also consider experience as a corporate governance attorney at a major public company.

• In-depth knowledge of corporate governance, Delaware General Corporate Law, proxy advisor and investor policies, Securities Act and Securities Exchange Act, and NYSE listing standards.

• Adept at building credibility and trust, collaborating and influencing, including with Board of Directors and senior management.

• Excellent oral and written communication skills, including ability to communicate complex concepts in clear and simple terms.

• Excellent interpersonal, organizational and drafting skills.

• Ability to address issues with precision, clarity and analytical rigor.

What other skills/experience would be helpful to have?

• Experience working with and advising boards of directors and senior management a plus.

• Experience working on public company disclosures and capital market transactions a plus.

What are the working conditions and physical requirements of this job?

This position requires incumbents to regularly sit at a desk and operate standard office equipment such as a computer and phone. Employee is occasionally required to stand and walk, lift, carry and/or move up to 10 pounds. Reasonable accommodations may be made to enable individuals with disabilities to perform the essential functions.

How much should I expect to travel?

Travel around three times a year for Board meetings. Occasional travel to governance events and team meetings.

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