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Director of Board Governance

2 months ago


Toronto, Ontario, Canada Equitable Bank Full time

Key Responsibilities Include:

  • Board Governance
  • Collaborate with the Corporate Secretary to oversee the establishment and execution of governance frameworks for all Board and Committee meetings.
  • Conduct regular assessments of director compensation and share ownership criteria, analyze findings, and present reports to the Board.
  • Assist the Corporate Secretary in organizing, attending, and documenting all Board and Committee meetings, ensuring the integrity of corporate records and tracking action items.
  • Evaluate the effectiveness of Board governance policies and processes, recommending enhancements as necessary.
  • Facilitate the onboarding process for new Board members, including conducting assessments of suitability and independence, and managing onboarding materials.
  • Coordinate the transition of Directors stepping down from the Board, ensuring compliance with regulatory notifications and overseeing the redemption of deferred share units.
  • Administer the board portal (Diligent), ensuring all relevant materials are accessible and organized for optimal efficiency.
  • Draft resolutions that accurately capture the decisions made by the Board and Committees.
  • Oversee the quarterly remuneration and expense reimbursement processes for Directors.
  • Maintain and update governance documents and director biographies on the corporate website.
  • Ensure timely dissemination of information regarding decisions and action requests from Board and Committee meetings.
  • Design and distribute annual board assessment questionnaires as directed by the Corporate Secretary.
  • Maintain workplans for the Board and its Committees, ensuring compliance with mandates and regulatory requirements.
  • Assist the Corporate Secretary in preparing and distributing proxy materials, managing timelines in accordance with securities regulations.
  • Support the planning and execution of the annual shareholders' meeting, monitoring shareholder votes on special business matters.
  • Coordinate director education initiatives.
  • Engage with proxy advisory firms on governance matters.
  • Subsidiary Governance
  • Organize and document all meetings of subsidiary Boards and Committees, ensuring accurate tracking of action items and corporate records.
  • Prepare governance reports for presentation to the appropriate Bank Board Committee.
  • Oversee the registration and licensing of subsidiaries across various jurisdictions.
  • Maintain workplans for subsidiary Boards and Committees, ensuring compliance with regulatory requirements.
  • Monitor best practices in subsidiary governance and propose procedural improvements.
  • Prepare governance materials, including agendas and policies.
  • Corporate Services
  • Ensure compliance with statutory reporting and disclosure requirements for the Bank and its subsidiaries.
  • Manage insider reporting for Directors and Officers in accordance with regulatory provisions.
  • Oversee the preparation and filing of public company documents, including annual information forms and material change reports.
  • Draft documentation for corporate transactions, including incorporations and changes in share capital.
  • Monitor share reserves for issuance under long-term incentive plans and prepare necessary documentation.
  • Collaborate with business units on public disclosure requirements and legal matters.
  • Respond to requests for corporate information from various stakeholders.
  • Additional Responsibilities
  • Mentor and train junior department members.
  • Document and maintain controls and processes as described above.

Qualifications:

  • University or college degree; a legal degree is an asset.
  • 10-15 years of experience in corporate governance, preferably in the financial services sector.
  • Strong understanding of corporate governance, Board protocols, and legal requirements.
  • In-depth knowledge of relevant legislation and stock exchange requirements.
  • Ability to interpret corporate documents and legal requirements.
  • Excellent organizational and prioritization skills.
  • Highly developed minute-taking skills, ensuring accurate documentation of Board discussions.
  • Exceptional written and verbal communication abilities.
  • Confidence and sound judgment to interact with senior management and Board members.
  • Sensitivity to the perspectives of the CEO and Directors.

Benefits:

  • Competitive discretionary bonus.
  • Market-leading RRSP match program.
  • Comprehensive medical, dental, vision, life, and disability benefits.
  • Employee Share Purchase Plan.
  • Maternity/Parental top-up benefits.
  • Generous vacation policy and personal days.
  • Annual professional development allowance.
  • A fulfilling opportunity to contribute to a leading FinTech organization.