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Director of Governance and Board Affairs
3 months ago
Key Responsibilities:
- Board Governance
- Collaborate with the Corporate Secretary to oversee the establishment and execution of governance frameworks for all Board and Committee meetings across the Bank and its subsidiaries.
- Conduct regular benchmarking of director compensation and share ownership requirements, analyze findings, and present reports to the Board.
- Assist the Corporate Secretary in organizing, attending, and documenting all Board and Committee meetings, ensuring accurate tracking of action items and maintaining the integrity of corporate records.
- Evaluate the effectiveness of Board governance policies and processes, recommending enhancements to address any identified issues.
- Facilitate the onboarding process for new Board members, including conducting assessments of suitability and independence, managing onboarding materials, and overseeing orientation.
- Coordinate the necessary arrangements for outgoing Directors, ensuring compliance with regulatory notifications and managing the redemption of deferred share units.
- Administer the board portal (Diligent), ensuring the availability of board-related materials and optimizing its functionality for efficiency.
- Draft resolutions that accurately reflect 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, filing, and distributing proxy materials, managing timelines in accordance with securities regulations.
- Support the planning and execution of the annual shareholder meeting, monitoring shareholder votes and taking necessary actions.
- Coordinate educational initiatives for Directors.
- Engage with proxy advisory firms on governance matters.
- Subsidiary Governance
- Organize and document all meetings of subsidiary Boards and Committees, ensuring the integrity of corporate records.
- Prepare subsidiary governance reports for presentation to the relevant Bank Board Committee.
- Oversee the registration and licensing of the Bank's subsidiaries across various jurisdictions.
- Maintain workplans for subsidiary Boards and Committees, ensuring compliance with regulatory requirements.
- Monitor best practices in subsidiary governance and recommend 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 director/officer roles.
- Monitor share reserves for issuance under long-term incentive plans and prepare necessary documentation for increases.
- 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 processes and controls as described above.
Qualifications:
- University or college degree; a legal degree is an asset but not mandatory.
- 10-15 years of experience in corporate governance and legal requirements, preferably in the financial services sector.
- Strong understanding of corporate governance matters, Board protocols, and legal responsibilities.
- In-depth knowledge of relevant legislation and stock exchange requirements.
- Ability to interpret company articles, by-laws, and prospectus requirements.
- Proficient in compliance rules and regulations.
- Excellent organizational and prioritization skills.
- Highly developed minute-taking skills, ensuring thorough documentation of Board discussions.
- Exceptional written and verbal communication abilities.
- Confidence and sound judgment to engage with all organizational levels.
- 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.
- Virtual events for colleague engagement.
- Annual professional development allowance.
- A fulfilling opportunity to contribute to a leading FinTech organization.
