Lead Corporate Governance - Remote

 

Auto req ID: 24191  
Title: Lead Corporate Governance - Remote  
Job Function: Legal  
Location: Remote 
Company: Harley-Davidson Motor Company  
Full or Part-Time: Full Time  
 

 At Harley-Davidson, we are building more than machines. It’s our passion and commitment to continue the evolution of this storied brand, and heighten the desirability of the Harley-Davidson experience. To keep building our legend and leading our industry through innovation, evolution, and emotion we need the best and brightest talent. We stand for the timeless pursuit of adventure. Freedom for the soul. Are you ready to join us?

 

We maximize employee flexibility and well-being through a virtual mindset that supports our highly distributed, global workforce. We take an outcome-focused, people-centered approach to winning, including welcoming the best talent - wherever they may be.

 

This remote role is not tightly linked to a physical location and provides flexibility in where, when and how you accomplish your work. Remote employees are expected to have a dedicated, quiet and distraction-free work space and an internet connection that’s sufficient for completing their job remotely.

 

The Governance Lead will have responsibility in 3 main areas: (i) Legal Entities, (ii) Board of Directors and Committees and (iii) Securities administration.  The Governance Lead will: (i) establish governance processes for ensuring on-going compliance with legal entity requirements (e.g., annual reports, incorporations/dissolutions, periodic registrations) and (ii) provide Board of Directors support, including creation of agendas, collation, and distribution of board packets, drafting minutes, and liaising with relevant business stakeholders. From a securities perspective, this position will assist with proxy preparation and execution, as well as completion and filing of Forms 3, 4, and 5 and other securities filings.

 

Job Responsibilities
Legal Entities

• Establish governance process for ensuring on-going compliance with legal entity requirements (e.g., annual reports, incorporations/dissolutions, periodic registrations)
• File annual reports, incorporations/dissolutions, periodic registrations in a timely manner
• Identify and address potential risks related to legal entity requirements
• Subject matter expert on subsidiary compliance requirements and deadlines
• Maintain and update the list of directors and officers for HDI and its subsidiaries, update the same information the corporate subsidiary database
• Prepare resolutions needed for subsidiaries
• Ensure corporate records are updated and properly maintained
• Maintain a complete calendar of key dates, deliverables, and ensure all are being met

Board and Committees

• Provide Board of Directors support, including creation of agendas, collation, and distribution of board packets, drafting minutes, and liaising with relevant business stakeholders
• Prepare written consents and resolutions
• Establish chart to charter review process and cadence to ensure Board and Committees are compliant with charter requirements
• Establish and maintain processes for monitoring Board and Committee attendance
• Assist with filings or notifications to the appropriate regulatory authorities (e.g., NYSE)
• Ensure corporate records and minute books are updated and properly maintained
• Maintain a complete calendar of key Board and Committee dates, deliverables, and ensure all are being met
• Assess governance vulnerabilities, conducts root-cause analysis, and recommends, initiates and oversees process improvement activities
• Manage and oversee Directors & Officers Questionnaire
• Serve as the primary expert in the electronic board portal system
• Ensures that website updates are completed for Board related materials (e.g., investor relations website)
• Maintain high regard for privacy and confidentiality
• Assist with other special projects and confidential matters in a “real-time” manner, especially during Board meeting preparation

Securities

• Identify when Forms 3, 4, and 5 are required 
• File Forms 3, 4, and 5
• Assist with proxy planning, preparation, and execution
• Develop and manage Insider Trading compliance 
• Maintain a complete calendar of key dates, deliverables, and ensure all are being met
• File Form 8-K and proxy statement
• File annual compliance certification, dividend notifications, and annual shareholder meeting notifications with NYSE

 

Education Requirements

• High school diploma or equivalent is required
• Bachelor's degree preferred

 

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