Legal Counsel, Corporate Secretariat

6 months ago

Montréal, Canada Business Development Bank of Canada Full time

We are banking at another level.

Choosing BDC as your employer means working in a healthy, inclusive, and skilled workplace that puts forward the best conditions to bring together unique teams where employees are empowered to act. It also means being at the centre of ambitious economic and financial projects to see further and to do things differently, to fuel the success of Canadian entrepreneurs.

Choosing BDC as your employer also means:
- Flexible and competitive benefits, including an Employee Savings and Investment Plan where BDC matches part of your voluntary contributions, a Defined Benefit Pension Plan, a $750 wellness and health care spending account, to name a few- In addition to paid vacation each year, five personal days, sick days as necessary, and our offices are closed from December 25 to January 1- A hybrid work model that truly balances work and personal life- Opportunities for learning, training and development, and much more...

POSITION OVERVIEW

The Legal Counsel, Corporate Secretariat supports the Director, Corporate Secretariat by supporting all matters related to corporate governance and the Board of Directors and its Committees. This person ensures that BDC achieves and implements best corporate governance practices. The incumbent participates in Board and Committee meetings, records minutes, ensures their accuracy and availability, proposes policies and practices, submits various reports to the Board and maintains membership records. The incumbent is also in charge of the corporate governance structure and provides support and guidance to internal governance committees, as required.

CHALLENGES TO BE MET- Provide research and stay current in order to provide expertise and assistance in developing, recommending and directing the implementation of best practices in respect to the corporate governance framework, including processes, policies, practices and procedures.- Identify Board governance issues, assess risk and provide advice on such issues.- Work closely with and act as a liaison between Board members and Senior Management. Brief Senior Management as required on all legal aspects of operations of the Board of Directors and its Committees, including changes in procedures, schedules of meetings, new appointments, etc.- Ensure the preservation of the legal existence of the BDC and its subsidiary(ies) including, the maintaining of corporate and regulatory documents, minute books, and coordinating the filing of the required corporate and regulatory reports, with the assistance of the corporate secretariat team.- Draft various corporate documents, including by-laws, minutes of meetings, resolutions and other corporate documents.- Supervise the preparation of the annual schedule of meetings and annual agendas for the Board and Committee meetings.- Ensure effective administration of the Board of Directors and its Committees and oversee the preparation of the meetings.- Attend Board and Committee meetings and produce minutes and resolutions that accurately reflect and document discussions, decisions, and action items in a timely and efficient manner.- Participate in the preparation of documentation for the Board and Committee meetings; particularly for the Governance / Nominating Committee.- Support the Chief Legal Officer and Corporate Secretary with the processes of Board assessments, evaluations, skills matrix, etc. and all related activities.- Ensure that governance policies and procedures are established, maintained, communicated and their compliance monitored on a regular basis, including policies in respect to Board conflicts of interest, code of ethics, training, compensation, etc., in collaboration with the various departments involved.- Ensure that accurate and sufficient documentation exists to meet legal requirements and to enable authorized persons to determine when, how and by whom Board’s business was conducted.- Ensure that corporate records and documentation relating to the Board and its Committees are maintained up-to-date and stored appropriately, as required by law. Oversee the development of procedures regarding security maintenance of these documents.- Oversee the onboarding program for new Board members as well as the ongoing Board training program.- Prepare and manage the Board budget and recommend approval of related expenditures including compensation, per diems, training, travel expenses, etc.

WHAT WE ARE LOOKING FOR- University degree in Law- Minimum of 8 years of relevant experience, including corporate law and corporate governance, with 3 to 5 years in a corporate secretariat team.- Experience in finance or the banking industry is an asset.- Member of the Quebec Bar or equivalent from any Canadian province.- Capable of quickly gaining credibility with Senior Management and Board members by expressing himself/herself confidently and authoritatively in a polished manner.- Be proactive in your work environment, adopting a mindset of continuous improvemen

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