The Executive Principal, Associate General Counsel and Assistant Corporate Secretary will work closely with the Board, Chief Executive Officer, Chief Legal Officer and other senior officers, as applicable, to tailor the Board’s governance framework to fit OCC’s and its directors’ needs. Support the Board in carrying out its fiduciary duties. Help ensure compliance with governance requirements in Delaware corporate law and applicable regulatory standards.
- Work closely with the Deputy General Counsel and Corporate Secretary to develop, maintain, and revise Board agendas, Board-level committee agendas, and management-level agendas consistent with corporate requirements in charters, corporate governance principles, or By-Laws.
- Set Board, Board-level committee, and management-level committee meeting schedules and ensure compliance with applicable Delaware corporate law, charter requirements, and regulatory standards.
- Review Board presentation materials for adequacy, consistency (across reporting and with respect to prior reports), user-friendliness, and overall quality. Ensure that presentation materials are provided to appropriate senior officers for review and to Board or Board-level committee for consideration with sufficient time to permit close review and efficient discussion of materials at the Board meeting.
- Attend Board and Board-level committee meetings, as necessary, and draft, distribute, and maintain Board and Board-level committee meeting minutes. Oversee process by which management-level committee meetings are minuted.
- Oversee annual governance processes to confirm annual requirements were met.
- Manage Annual Stockholder Meeting processes and oversee preparation of Stockholder documentation.
- Oversee the corporate registration processes for the company.
- Assist with the oversight of internal governance processes within the company.
- Provide general advice with respect to corporate governance matters to directors and senior officers both inside and outside of Board meetings, including with respect to director fiduciary obligations.
- Facilitate Director on-boarding and resignation processes.
- Maintain and update director orientation materials and ensure directors are notified of director development, training, and educational opportunities.
- Prepare and maintain materials for the annual Board and committee self-evaluations and prepare director skill matrices.
- Review Board independence and other director qualifications issues per Delaware corporate governance and applicable regulatory standards and consult regarding potential conflicts-of-interest.
- Review and revise as appropriate Board and Board-level committee charters annually.
- Liaise with regulators, auditors, and others on corporate governance matters.
- Perform other duties as assigned.
- Prior experience in securities and commodity laws and regulations.
- Prior experience working with regulatory agencies and familiarity with regulations under Dodd-Frank and other applicable financial regulations preferred.
- Thorough understanding of Delaware corporate law, preferred.
- Experience in corporate governance with a regulated entity, particularly a self-regulatory organization with the US Securities and Exchange Commission, preferred.
- Excellent analytical and problem-solving skills
- Ability to manage medium to high complexity matters with a significant degree of independence.
- Ability to expeditiously identify and assess issues and provide legally sound recommendations consistent with good business practices and reason.
- Excellent interpersonal and communication skills.
- Excellent writing skills.
- Detail-oriented, flexible, and creative.
- Well-organized and capable of handling several substantial assignments at the same time.
- Self-starter with ability to work independently as well as on a team and to quickly shift priorities in response to changing business environment or priorities.
- Ability to work collaboratively, including through effective communication, with internal clients from different departments at various levels of seniority.
- Ability to promptly produce high-quality, accurate, and detailed work product.
- Microsoft Office (Excel, Word)
- 8-10 years of relevant experience at a law firm or corporate in-house position.
- Juris Doctor or equivalent degree from a law school accredited by the American Bar Association.
- Bachelor’s degree from accredited college or university.
- Admitted to practice law in Illinois.
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OCC is an Equal Opportunity Employer