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    Associate Director, Board Services - Toronto, Canada - Equitable Bank

    Equitable Bank
    Equitable Bank Toronto, Canada

    2 weeks ago

    Default job background
    Full time
    Description

    Core Parts Of the Role Would Be To:

  • Board Services
  • With the Corporate Secretary, lead the implementation and execution of the corporate and business governance arrangements for all Board and Committee meetings of the Bank and its affiliates and subsidiaries.
  • Regularly benchmark director compensation and director share ownership requirements, analyse data and report findings to the Board.
  • Under the direction of the Corporate Secretary, organize, attend and take minutes of all board and committee meetings. Responsible for tracking action items and status of follow-up/completion, and for managing and maintaining the integrity of all corporate records and minutes of Board and Committee meetings.
  • Monitor and evaluate the implementation of Board governance policies and processes and recommend options for enhancements or to address identified issues or deficiencies.
  • Support the onboarding of new directors to the Board, including conducting the suitability and independence assessments, managing the preparation and maintenance of onboarding material in the board portal, and overseeing director orientation.
  • Manage the necessary arrangements for Directors that are stepping down from the Board, which includes ensuring appropriate notifications to regulators and overseeing the redemption of the director's deferred share units
  • Manage the administration of the board portal (Diligent) which includes: uploading board-related materials, ensuring that all board-related materials (including current policies, key governance documents and reference materials) are available to directors, and to organize and maintain the Diligent portal to ensure optimal efficiency.
  • Crafting resolutions that accurately reflect the decisions of board/committees.
  • Oversee Directors' quarterly remuneration and expense reimbursement processes.
  • Maintain and update governance documents and director bios on the corporate website.
  • Ensure timely and accurate information regarding decisions and requests for action arising from board and committee meetings.
  • Design and distribute board assessment questionnaires to directors (annually) as directed by the Corporate Secretary.
  • Maintain workplans for the Board and Board committees of the Bank which are tracked to the mandates / regulatory requirements of each company, follow-up matters from prior meetings or as requested by the respective Chairs, to ensure that each requirement is met.
  • Support Corporate Secretary in the preparation, content, filing and distribution of proxy materials, including the management information circular. Manage all timelines as required by securities regulations, and prepare submissions to the Board and its Committee as appropriate.
  • Support Corporate Secretary, and other members of the team, in planning and executing the annual meeting of shareholders, including monitor the shareholder vote for special business that requires a certain voting percentage in order for the vote to pass, and take any necessary action.
  • Plan and coordinate director education processes.
  • Liaise with proxy advisory firms on corporate governance related matters.
  • Subsidiary Governance
  • Organize, attend and take minutes of all board and committee meetings. Responsible for tracking action items and status of follow-up/completion of agenda items, and for managing and maintaining the integrity of all corporate records and minutes of meetings of the Boards of Directors.
  • Produce subsidiary governance reports for presentation to the appropriate Bank Board Committee.
  • Oversee the registration, extra-provincial registration and licensing of the EQB Inc.'s subsidiaries in the home and other jurisdictions across Canada.
  • Prepare and maintain workplans for the Board and Board committees of the Bank's subsidiaries and affiliates, tracked to the mandates / regulatory requirements of each company, to ensure that each requirement is met throughout the Board year or on the approved Board cycle.
  • Monitor best practices in subsidiary governance and make recommendations for procedural improvements.
  • Prepare and maintain board governance materials, including agendas, mandates and policies.
  • Corporate Services
  • Understand and fulfill all statutory reporting, compliance and disclosure requirements for the EQB Inc., its wholly-owned subsidiaries, and all directors and officers of these companies under the Bank Act / Trust and Loan Companies Act / Business Corporations Act (Ontario) / Canada Business Corporations Act / Toronto Stock Exchange / Securities Act (Ontario) and Canadian Securities Administrators.
  • Oversee and manage insider reports for directors and officers in accordance with regulatory provisions and the maintenance of EQB Inc. profile on SEDI.
  • Oversee the preparation and filing of public company documents, including the annual information form, material change reports, etc., report on voting results, on SEDAR and SEDI.
  • Draft documentation in support of corporate transactions and proceedings, including incorporations, continuances, director/officer changes, issuances / transfers / redemption of shares, changes to authorized capital, and dividend declarations.
  • Monitor shares reserved on the Toronto Stock Exchange for issuance under EQB Inc.'s long-term incentive plans and prepare necessary board and/or shareholder documentation for any increase to the respective reserves.
  • Liaise with the transfer agent, Odyssey Trust and the Toronto Stock Exchange as necessary.
  • Collaborate with business units on public disclosure requirements and documents, and legal transactional matters.
  • Respond to requests for corporate information and records from business units, internal or external auditors, consultants or legal advisors to the Board Committees, etc.
  • Other
  • Manage, mentor and train other junior members of the department
  • Document controls/processes described above

    • Let's Talk About You

  • The requirements listed below are representative of the knowledge, skill, and/or ability required.
  • University/college degree. Legal degree would be an asset but not a requirement.
  • 10-15 years of experience working with corporate governance procedures and legal requirements of boards of directors, some of which should be in the financial services industry.
  • Solid knowledge and understanding of corporate governance matters, Board protocols and procedures, as well as the roles, responsibilities and legal requirements of a board of directors and each Board Committee with the ability to apply concepts of law and governance to make quick, innovative decisions to resolve problems or issues.
  • Extensive knowledge and thorough understanding of the Bank Act/Trust and Loan Companies Act, OSFI Guidelines, Business Corporations Act (Ontario) / Canada Business Corporations Act, securities legislation and stock exchange requirements.
  • Ability to read and understand company articles, by-laws, share provisions and prospectus requirements.
  • Deep knowledge of Compliance rules, regulations and processes.
  • Excellent organizational and prioritizing skills.
  • Highly developed minute-taking and related skills as recording secretary in board meetings. Minutes should reflect the deliberative process including reliance on business judgment rule and the extent of challenge and sufficiently detailed to establish a due diligence defense in case of a later dispute; documents presented and considered, reliance on advisors, accurate decision-making, conflicts of interest and director dissents, whether the directors participated in a privileged discussion, etc.
  • Superior written and verbal communication skills.
  • Initiative, confidence and sound judgment to be able to work with all levels of organization including senior management and the Board of Directors.
  • Sensitivity and intuition toward CEO and directors thoughts and feelings
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