Director, Corporate Governance

The Director of Corporate Governance will oversee and manage all aspects of board and committee relationship and corporate governance processes and requirements, including substantive materials, administrative and logistical items.

PRIMARY JOB RESPONSIBILITIES:

Board and Committee Meeting Oversight and Coordination 

• Responsible for end-to-end ownership of the administration of board and committee meetings for the Organization and its subsidiaries, including setting agendas and prepping board chairs, creating and distributing materials, sending meeting reminders, room/Zoom setup, handling meeting logistics and catering, etc.
• Lead the planning and coordination of Board and Committee meetings, including arranging and scheduling meetings, agenda preparation, review of materials and ensuring timely delivery of materials to Board and Management
• Prepare notices of meetings and document meeting transactions in a manner that accurately and appropriately describes board’s or a committee’s evaluation of material issues 
• Serve as liaison with meeting speakers or other special guests regarding presentation topics, PowerPoints and other materials, meeting schedule, travel and logistics;
• Research meeting locations and location-specific activities in coordination with the Chief Legal Officer and oversee site preparations for meetings, including any emergency and safety preparations, protocols and audio/visual set-up;
• Oversee coordination of meeting logistics, including travel arrangements for board and staff attendees, tracking Director attendance, ground transportation, and lodging arrangements, organizing and shipping or transporting all supplies needed for meetings;
• Schedule run-throughs for board meetings with Board and Committee Chairs and with management regarding presentations and possible other events taking place at the board meeting;
• Ensure that Directors receive technical assistance or training on how to use video conference systems, other webinar platforms, and any other technical assistance as needed.  

Board Communication and Governance Materials

• Effectively collaborate with the executive and leadership team and at all levels across the Enterprise to build, compile and develop comprehensive and compelling board and committee presentation and communication materials that span functions and groups (e.g. pre-reads, “day off” presentations, and any other materials to be presented to the Board or Committees) for each board and committee meeting and at other times as needed, including:  
  • Establishing and maintaining a schedule for submission and review of draft materials to be included in Board and Committee books;
  • Ensuring proper proof-reading and copy editing of draft materials to eliminate errors and insure consistency, hiring independent contractor support as needed; and
  • Assisting with developing written materials on Organization’s work and collaborating with others to repurpose relevant and appropriate materials to provide additional program-related content.
• Managing Board communications and information flow in coordination with leadership, staff and internal communications, including preparation and oversight of quarterly board reports.        
• Providing relevant corporate governance information and practices to Directors as members of its Board;
• Attend Board and Committee meetings, and be responsible for taking minutes for board meetings and tracking meeting follow up items;
• Develop and update Board orientation and education materials and facilitate the orientation of new Directors and assist in Director training and development;
• Coordinating with other departments (e.g. Information Technology, Compliance, Finance) to provide and document annual and ad hoc trainings, and tracking of payments and benefits.

Maintaining Board, Committee, and Governance Records:

• File and maintain corporate organizational documents and minutes, work with Corporate Secretary to gain a thorough knowledge on interpreting and applying bylaw provisions and the company’s business and history;
• Oversee governance portals and ensure timely posting of materials.
• Manage and summarize conflict of interest disclosures as part of annual disclosure process;
• Organize and maintain updated board files within the shared executive drive;
• Maintain system for filing key corporate documents and records;
• Maintain a corporate database and track/document information about directors, officers and Key Employees including election/appointment and departure dates, terms, committee membership, contact information, giving, board attendance, and interactions other pertinent information of the organization and its subsidiaries