Sr. Specialist, Corporate Entity & Board Support

Job Location: Hershey, PA

The Senior Specialist, Board and Corporate Entity Support will assist the Corporate Secretary's office in the preparation of materials for all Hershey Company Board and Committee meetings and the coordination and delivery of materials to Board and Committee Members (both in preparation for and in between meetings), and manage the Company's official Board-related records and the web-based Board communication portal.

In addition, the Senior Specialist, Board and Corporate Entity Support will be responsible for managing the legal-related aspects of the Company's global corporate entities, including preparing agendas for all annual and special board and shareholder meetings, drafting resolutions for approval, preparing meeting minutes, ensuring officers and directors for each entity are in place and updated as needed and assisting with all matters of corporate governance for each of the Company's international entities. This position will work closely with the Company's Treasury and Tax teams to ensure treasury planning activities are implemented in a tax efficient manner.

Responsibilities:

• Prepare draft Board and Committee meeting agendas, resolutions, minutes and agenda checklists/trackers and routine presentation materials.

• Systematically gather information from a variety of sources, analyze information, and take proactive steps to resolve discrepancies.

• Assist Chief of Staff, Board and Legal Transformation with research and special projects as requested by the Board.

• Coordinate delivery of materials to Board and Committee members (both in preparation for and in between meetings).

• Manage payment process for the Board Members to ensure accuracy and consistency with the Directors' Compensation Plan and individual director elections, and ensure stock transactions are documented appropriately by requisite SEC filings.

• Create and update board and committee evaluation forms and annual D&O forms on Diligent.Assist with managing the Company's online Board and Committee communication portal.

• Provide high-level support in complex and confidential legal areas.

• Implement sound corporate governance practices to ensure each subsidiary entity remains in good standing.

• Work closely with outside counsel and third-party legal service providers in international jurisdictions to provide local support for corporate governance matters where and as needed.

• Work cross functionally with key stakeholders within the Tax, Treasury, Finance and Executive Compensation functions to provide input on and prepare documentation for regulatory filings, ownership/corporate structure, capital structure, intercompany service agreements and financial transactions with subsidiaries.

• Conduct research and provide information to internal and external parties regarding the company's corporate structure, legal or regulatory requirements for international jurisdictions.

• Serve as liaison between management and outside counsel

• Assist in developing, managing and safeguarding all corporate entity data, ensuring accuracy and continuity of policies and practices with regard to minutes, compliance and tax filings, consents and resolutions, legal contracts, powers of attorney and transactions regarding capital requests for corporate entities.

• Manage life cycle of corporate entities; i.e. incorporating, amending, dissolving.

• Assist with legal due diligence relating to strategic growth initiatives, including assessment of best approach for establishing entities in targeted international markets.

• Recommend and implement changes for officers and directors.

• Manage integration of corporate entity records and corporate secretarial functions of acquired entities.

• Update and manage central database for all corporate entity records, generate strategic reports for auditing and decision-making purposes and periodically evaluate entity management practices/databases for innovative and best-in-class tools.

Minimum knowledge and experience requirements:

• Strong skills to conduct legal research, analyze issues and prepare/review drafts of legal documents, ensuring that they meet legal requirements and deadlines.

• Ability to use sound judgment, work independently, set priorities and organize work to accomplish complex tasks efficiently within stringent deadlines

• Demonstrated ability to interact effectively with the Board and highest management levels.

• Ability to present statements of fact, law and basic legal strategy clearly, logically and concisely

• Ability to develop effective working relationships cross-functionally

• Independent self-starter with the ability to initiate and manage multiple projects simultaneously

• Flexibility to respond to multiple and often-changing priorities on a global level

• Excellent time-management and organizational skills, attention to detail and follow through

• Excellent oral and written communication skills

• Proactively raise, recommend and resolve issues

• Ability to handle confidential information and develop trusting relationships, using a high degree of tact, discretion and diplomacy

• Highly skilled with computer and information technology resources; specifically, but not limited to, Microsoft Office 365, and data bases (contract management, billing, case management and on-line court filings).

Minimum Education and Experience Requirements:

• Education: Paralegal training or certificate preferred; Related work experience acceptable

• Experience: Minimum of 10 years of experience in law firm or corporate law department

Nearest Major Market: Harrisburg

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