Counsel, Governance and Securities

6 months ago

Montréal, Canada Canadian National Railway Full time

At CN, everyday brings new and exciting challenges. You can expect an interesting environment where you’re part of making sure our business is running optimally and safely―helping keep the economy on track. We provide the kind of paid training and opportunities that long-term careers are built on and we recognize hard workers who strive to make a difference. You will be able to thrive in our close-knit, safety-focused culture working together as ONE TEAM. The careers we offer are meaningful because the work we do matters. Join us

**Job Summary**

The Counsel, Governance and Securities is responsible for supporting the Sr Counsel Governance and Securities protecting CN’s people, business, and reputation to ensure stakeholders endorse the company’s contribution to society.

**Main Responsibilities**

**Governance and Securities**
- Support the planification of meetings of the Board of Directors and Committees
- Coordinate with internal and external parties to prepare briefing materials and resolutions for review and consideration by the Board of Directors
- Provide strategic advice on complex cross border financial transactions, public debt offerings, share repurchase programs, commercial paper, credit facilities, securitization and CN’s pension, benefits and incentive plans
- Assist the Sr. Counsel in providing support, advice, and direction to the Board of Directors and to the leadership team
- Assist in organizing Annual Shareholders’ Meeting, respond to shareholder proposals and engage with CN’s shareholders in collaboration with Internal Relations (IR)
- Partner with Human Resources (HR) and support in providing strategic advice regarding executive employment agreements, compensation and pension programs, CN Pension Committee, and various United States (U.S.) pension plans

**Disclosure and Communication**
- Ensure best
- in-class disclosure and recognition of leadership in corporate governance and compliance
- Maintain corporate policies, ensuring a state of readiness, communication to the employees, and training
- Communicate regulatory and legislative trends that present opportunities or create risks for CN

**Working Conditions**

The role has standard working conditions in an office environment with a regular workweek from Monday to Friday. Due to the nature of the role, the incumbent must be able to meet tight deadlines, handle pressure, and stress.

**Requirements**:
**Experience**

Governance and Securities
- 3 to 5 years of broad governance experience, including securities, pension, and risk management
- Experience in a major law firm or a highly regarded in-house legal department
- Experience in the development of corporate governance documents and corporate policies to reflect evolving governance best practices, legislative requirements, and operational requirements
- Experience in the coordination, facilitation and recording of Board Committees, and interacting with institutional shareholders, securities regulators, stock exchanges, and proxy advisory firms
- Experience leading outside counsel

**Education/Certification/Designation**
- Bachelor’s Degree in Civil Law (BCL) or Law (LLB)
- Member of a bar association of Canada

**Competencies**
- Sets direction and inspires others
- Communicates with impact
- Delegates and empowers others to create accountability
- Collaborates with others and shares information
- Demonstrates active listening
- Solves problems to create value
- Knows the business and stays current on industry needs
- Demonstrates agility and drive change
- Identifies potential safety and security risks

**Technical Skills/Knowledge**
- Knowledge of public company regulatory environment in Canada and the U.S.
- Excellent communication and advocacy skills
- Fluently bilingual written and verbal (English, French)

**About CN**

CN is a world-class transportation leader and trade-enabler. Essential to the economy, to the customers, and to the communities it serves, CN safely transports more than 300 million tons of natural resources, manufactured products, and finished goods throughout North America every year. As the only railroad connecting Canada’s Eastern and Western coasts with the Southern tip of the U.S. through a 19,500 mile rail network, CN and its affiliates have been contributing to community prosperity and sustainable trade since 1919. CN is committed to programs supporting social responsibility and environmental stewardship. At CN, we work as ONE TEAM, focused on safety, sustainability and our customers, providing operational and supply chain excellence to deliver results.

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