Assistant General Counsel - Chief Governance Officer

Job description

In this role, you will serve as the senior executive responsible for the company’s corporate governance framework, ensuring effective functioning of the Board of Directors and its committees while promoting the highest standards of integrity, transparency, and regulatory compliance This role is a key advisor to the Board, CEO, CLO and executive leadership on governance strategy, corporate law matters, and stakeholder engagement You will manage all aspects of board operations, corporate recordkeeping, securities compliance, and governance-related disclosure You will manage the support and preparation of materials for meetings of the Board of Directors and its Committees, including drafting agendas, narratives and proposed resolutions and coordinating with the CEO and senior executives on presentations and related materials

• Oversee the company’s corporate governance framework, policies and best practice benchmarking
• Advise the Board, CEO and senior management on emerging governance trends, regulatory changes, and institutional investor and proxy advisory firm expectations
• Ensure compliance with SEC, Nasdaq and other applicable regulatory filing and disclosure requirements (including without limitation requirements applicable to the company under Irish law)
• Oversee preparation and filing of annual proxy statement, Section 16 filings, and governance-related disclosure in 10-K and 10-Q report
• Provide governance input into annual reports and stakeholder communications You will manage annual meeting of shareholders, including shareholder proposals and voting processes and support shareholder engagement efforts and governance-related investor communications Management of corporate secretary recordkeeping, including form documents, Board minutes and materials, attendance records and documentation related to directors and officers
• Maintain clear and regular engagement with senior leaders in the Law Department and, as appropriate, members of the Board of Directors, other corporate stakeholders, and external entities
• Compile and distribute Board and Committee meeting books and materials electronically through BoardVantage
• Manage and oversee director compensation program, including deferrals is part of your role
• Manage the drafting, distribution and collection of D&O questionnaires, including without limitation as it relates to director and office equity holdings
• Manage the onboarding process for new directors, as well as to maintain and manage the company’s insider trading policy, including stock trading windows and blackout notices Also, you will oversee entity management and corporate services, including incorporations, amendments, qualifications, withdrawals, name changes, and tracking registrations / filing reports Maintenance of the company's subsidiaries and their respective state and other licenses