Corporate Governance Assistant

General Summary:

The Corporate Governance Assistant provides administrative and organizational support to the governance team, ensuring that board and committee operations run efficiently and in compliance with legal and regulatory standards. The role is focused on the accurate and timely preparation and filing of corporate documents and filings, including but not limited to, the Securities and Exchange Commission ("SEC"), Federal Deposit Insurance Corporation ("FDIC"), Federal Reserve Board ("FRB"), New York Department of Financial Services (NYDFS), and other regulatory agencies, as determined. The position requires organization, confidentiality, and basic/growing knowledge in corporate law, compliance, and executive/board-level coordination.

Essential Duties and Job Responsibilities:

Assist the CGO and the CFO, as needed, in the following areas:

• Board & Committee Support

• Schedule and coordinate board, committee, and management committee meetings

• Prepare agendas, distribute meeting materials, and take minutes

• Ensure draft minutes are prepared timely for CGO and CFO review prior to publication

• Maintain accurate records of decisions and actions

• Governance Documentation

• Assist in drafting and updating governance policies and procedures, as requested

• Maintain and update corporate records, bylaws, charters, and compliance documents

• Track regulatory filings and deadlines

• Stockholder Liaison

• Assist in the facilitation and communication between board members, senior management, and shareholders

• Ensure SEC filings for company officers are filed timely and appropriately

• Manage stockholder information for timely distribution of reports and manage transfer agent activity

• Support reporting and analysis for additional departments, including Investor Relations, Accounting, Department Leaders, and other internal groups.

• Work with Transfer Agent and Accounting Department for accurate recordkeeping and proper disclosures

• Communicate with regulators, or stock exchange, as needed

• Respond to governance-related inquiries and requests

• Compliance & Reporting

• Support internal audits and compliance reviews, as requested

• Help prepare governance reports for senior leadership and regulatory bodies

• Update Corporate Governance policies and develop knowledge base to ensure compliance with CG requirements, including SEC

• Other responsibilities

• As directed by the CGO or CFO, coordinate various management or board related activities

• Any other duties as determined by management

EXPERIENCE, CERTIFICATION, EXPERIENCE:

Preferred:

• 1-3 years of experience in corporate governance, legal support, or executive support
• Understanding of corporate structure and governance principles with strong desire for continued development
• Familiarity with regulatory framework (SEC, SOX, ESG) is a plus
• Ability to manage multiple priorities and tight deadlines
• Professional demeanor and proactive mindset
• Excellent written and verbal communication skills
• High attention to details and confidentiality
• Some experience working with senior management and/or board is a plus

KNOWLEDGE, SKILLS, ABILITIES:

• High energy level and strong work ethic to meet the demands of a fast paced, goal driven environment; results orientation, which includes meeting commitments, performance metrics, and targeted and required deadlines.
• Self-motivated with the ability to work without supervision.
• Ability to work under time constraints and manage multiple resources, priorities and projects.
• Demonstrated proficiency in computer applications, such as Microsoft Office software products, with an emphasis on spreadsheet, word processing and database software Preferred Qualifications:

WORK ENVIRONMENT:

• Working Conditions: Office setting
• Equipment Operations: General office equipment

PHYSICAL DEMANDS:

• Must be able to lift a minimum of 20 pounds.

Special Note:

External and internal applicants, as well as position incumbents, must be able to perform the essential job functions as set forth above. Orange Bank and Trust Company is committed to a policy of Equal Employment Opportunity and will not discriminate against an applicant or employee on the basis of age, sex, sexual orientation, race, color, creed, religion, ethnicity, national origin, alienage or citizenship, disability, marital status, military or veteran status or any other legally-recognized protected basis under federal, state or local laws, regulations or ordinances.

Upon request, individuals with disabilities may be entitled to a reasonable accommodation. A reasonable accommodation is a change in the way things are normally done that will ensure an equal employment opportunity without imposing an undue hardship on the bank. Please inform the Human Resources Department if you need assistance completing any forms or to otherwise participate in the application process or, at the appropriate time, to perform the essential functions of the job.

This job description in no way states or implies that these are the only duties to be performed by an employee. Additional functions and requirements may be assigned by supervisors as deemed appropriate, based on the employee's knowledge, skill and ability as well as his/her mental and physical abilities.