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Reporting to the Corporate Secretary, the Deputy Corporate Secretary is responsible for directly supporting the Corporate Secretary in the overall operation of the Board of Directors and Office of the Corporate Secretary. The Deputy Corporate Secretary provides a broad range of support for the Board. This role will have significant exposure to the Board and senior leadership of the organization.
Board of Directors Responsibilities:
Board liaison function. Interacts with and facilitates communication and the flow of information to and among the Board, Senior Management and the shareholders.
Creates and maintains the overall schedule of Board and Committee meetings.
Makes arrangements related to meetings, including coordinating logistical arrangements for Board of Directors and Board Committee meetings, including facilities and catering requirements and seating arrangements,
Attends Board and Board Committee meetings, coordinating attendance of presenters, acting as the gatekeeper for all sessions, and assists with preparation of Board and Committee minutes.
Director travel and fees. Makes arrangements and prepares and reviews documentation related to Director travel, fees and retainers, including:
managing Director attendance and travel arrangements in coordination with corporate travel,
reviewing Director expenses in accordance with Bank policy, and
preparing payment request forms in connection with Board and Committee retainers and fees, and other invoices in connection with Board and Committee meetings.
Meeting materials. Prepares and distributes material for Board of Directors and Board Committee meetings. This includes the following, each of which involve sensitive information and time constraints:
maintaining user access and settings for the electronic Board portal,
reviewing and compiling Board and Committee materials for secure transmission to Directors via the electronic Board portal, including content and quality review and assessment, as well as complex portal permission setting for management of access to materials, and
drafting routine resolutions and secretary certificates for resolutions.
Travel. Requires approximately 3-4 days of travel per quarter.
Prepares and collects Director and Officer Questionnaires. Reviews returned Questionnaires for complete responses; identifies and follows up on any issues.
Reviews Federal Reserve Bank requirements for the annual filing, including any changes in requirements; compiles and reviews the Director and Officer information for the annual filing for accuracy in accordance with Office of the Corporate Secretary procedures.
Drafts, revises and maintains internal procedures for the Office of the Corporate Secretary.
Corporate Records Responsibilities:
Interfaces with and responds to requests for information from Management, shareholders, regulatory agencies and internal audit.
Maintains Director attendance records and other Corporate Secretary Office files.
Manages regulatory exam and audit request responses and coordinates review, and maintains security of, confidential records.
Maintains custody of permanent corporate records (including minute books).
Organizes and maintains written and electronic Office of the Corporate Secretary files.
Experience as a deputy corporate secretary, an assistant corporate secretary, governance professional, paralegal, or similar experience in corporate governance.
Understanding of Board of Directors meetings and related coordination.
Bachelor's degree preferred.
Excellent work ethic, positive attitude and ability to collaborate; organizational, administrative and technological skills to maintain complex records and systems.
Ability to maintain confidential information and exercise sound judgment.
Attention to detail, and ability to work independently and under time constraints.
Excellent verbal and written communication and interpersonal skills with appropriate executive presence to work with members of the Board and senior executives.
Strong organizational and prioritization skills; ability to manage competing priorities effectively in a fast-paced environment.
Ability to assist in developing new internal processes and controls.
Proficiency in Microsoft Office (Outlook, Word, Excel and Power Point), and in Adobe Acrobat.
Ability to learn to use Board portal software, document management systems and subsidiary management databases.
The above statements are intended to describe the general nature and level of work being performed. They are not intended to be construed as an exhaustive list of all responsibilities, duties and skills required of personnel so classified.
We are proud to be an Equal Opportunity/Affirmative Action Employer and committed to leveraging the diverse backgrounds, perspectives and experience of our workforce to create opportunities for our colleagues and our business. We do not discriminate in employment decisions on the basis of any protected category.
A conviction is not an absolute bar to employment. Factors such as the age of the offense, evidence of rehabilitation, seriousness of violation, and job relatedness are considered in all employment decisions. Additionally, it's the bank's policy to only inquire into a candidate's criminal history after an offer has been made. Federal law prohibits banks from employing individuals who have been convicted of, or received a pretrial diversion for, certain offenses
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