In this role, you will serve as the senior executive responsible for the companys corporate governance framework, ensuring effective functioning of the Board of Directors and its committees while promoting the highest standards of integrity, transparency, and regulatory compliance.
This role is a key advisor to the Board, CEO, CLO, and executive leadership on governance strategy, corporate law matters, and stakeholder engagement.
You will manage all aspects of board operations, corporate recordkeeping, securities compliance, and governance-related disclosure.
You will manage the support and preparation of materials for meetings of the Board of Directors and its Committees, including:
Oversee the companys corporate governance framework, policies, and best practice benchmarking.
Advise the Board, CEO, and senior management on emerging governance trends, regulatory changes, and institutional investor and proxy advisory firm expectations.
Ensure compliance with SEC, Nasdaq, and other applicable regulatory filing and disclosure requirements, including without limitation requirements applicable to the company under Irish law.
Oversee preparation and filing of annual proxy statement, Section 16 filings, and governance-related disclosure in 10-K and 10-Q reports.
Provide governance input into annual reports and stakeholder communications.
Manage annual meeting of shareholders, including shareholder proposals and voting processes.
Support shareholder engagement efforts and governance-related investor communications.
Management of corporate secretary recordkeeping, including:
Maintain clear and regular engagement with senior leaders in the Law Department and as appropriate members of the Board of Directors, other corporate stakeholders, and external entities.
Compile and distribute Board and Committee meeting books and materials electronically through BoardVantage.
Manage and oversee director compensation program, including deferrals.
Manage the drafting, distribution, and collection of D&O questionnaires, including without limitation as it relates to director and office equity holdings.
Manage the onboarding process for new directors.
Maintain and manage the companys insider trading policy, including stock trading windows and blackout notices.
Oversee entity management and corporate services, including:
Maintenance of the Companys subsidiaries and their respective state and other licenses.