Job brief
We are seeking a detail-oriented Corporate Governance Specialist to join our Legal and Compliance department and provide critical oversight for our corporate structure. You will partner with our Board of Directors and executive team to ensure our governance practices remain best-in-class as we scale our operations globally. This role offers a unique opportunity to shape our internal policies, manage complex entity life-cycles, and ensure our organization maintains the highest standards of transparency. If you are passionate about legal operations and corporate accountability, we invite you to help us build a robust foundation for our future growth.
Key highlights
- Draft and finalize official board and committee meeting minutes, ensuring compliance with corporate bylaws and applicable regulatory standards.
- Manage the entity lifecycle for all domestic and international subsidiaries, including formation, qualification, and dissolution via entity management platforms.
- Prepare comprehensive board materials, including presentations and resolutions, while maintaining high levels of accuracy and confidentiality for executive review.
- Monitor global legislative developments and ESG reporting requirements to provide actionable compliance advice to the C-suite and Board members.
What is a Corporate Governance Specialist?
A Corporate Governance Specialist is a specialized legal professional who manages the administrative and regulatory frameworks that ensure organizational integrity. They oversee board processes, shareholder communications, and statutory compliance, acting as a bridge between executive leadership and external regulatory bodies. By maintaining rigorous documentation and adherence to corporate bylaws, a Corporate Governance Specialist ensures the company operates within both the letter and the spirit of the law, mitigating long-term institutional risk.
What does a Corporate Governance Specialist do?
A Corporate Governance Specialist manages the lifecycle of board meetings, from drafting agendas and circulating pre-read materials to recording official minutes. They utilize entity management software like Diligent or GEMS to track subsidiary filings, manage stock ledgers, and ensure compliance with SEC or international disclosure requirements. Beyond administration, they analyze emerging legal trends and regulatory shifts to advise the General Counsel on best practices in ESG (Environmental, Social, and Governance) reporting and corporate ethics.
Key responsibilities
- Draft and finalize official board and committee meeting minutes, ensuring compliance with corporate bylaws and applicable regulatory standards.
- Manage the entity lifecycle for all domestic and international subsidiaries, including formation, qualification, and dissolution via entity management platforms.
- Prepare comprehensive board materials, including presentations and resolutions, while maintaining high levels of accuracy and confidentiality for executive review.
- Monitor global legislative developments and ESG reporting requirements to provide actionable compliance advice to the C-suite and Board members.
- Coordinate annual general meetings (AGMs), including the preparation of proxy statements, shareholder communications, and required regulatory filings.
- Maintain the integrity of corporate legal records, including stock ledgers, capitalization tables, and registers of directors and officers.
- Collaborate with internal audit, tax, and legal counsel teams to reconcile intercompany agreements and ensure consistent inter-departmental documentation.
- Facilitate compliance training sessions regarding corporate ethics, conflicts of interest, and insider trading policies for employees and directors.
Requirements and skills
- Bachelor’s degree in Business, Law, or a related field; a Paralegal Certificate or CISI certification is highly preferred.
- 4+ years of experience in corporate governance, legal operations, or a corporate secretarial role within a mid-to-large sized organization.
- Advanced proficiency in entity management software such as Diligent, GEMS, or Blueprint, alongside strong document automation skills.
- In-depth knowledge of Sarbanes-Oxley (SOX) compliance, SEC filing requirements, and local corporate governance codes.
- Demonstrated ability to communicate sensitive technical and legal concepts clearly to C-suite executives and board-level stakeholders.
- Strong project management skills with the ability to manage competing deadlines for multiple entities across different time zones.
- Expertise in drafting board resolutions, minutes, and corporate policies with meticulous attention to grammatical and legal accuracy.
- Ability to navigate complex jurisdictional laws and work effectively with external legal counsel across international boundaries.
FAQs
What does a Corporate Governance Specialist do on a daily basis?
A Corporate Governance Specialist manages the daily pulse of a company’s legal and administrative structure. They spend their time updating subsidiary records, organizing board meeting logistics, drafting complex resolutions, and ensuring that all regulatory filings are submitted on time. They also serve as a key point of contact for directors, facilitating the flow of information between the board and internal business units.
What qualifications are needed to become a Corporate Governance Specialist?
Successful candidates typically hold a degree in law, business administration, or finance, often supported by a paralegal certificate or professional certification like the ICSA (Institute of Chartered Secretaries and Administrators). Key technical skills include experience with entity management systems, proficiency in legal drafting, and a deep understanding of corporate law, SOX compliance, and stock administration.
Who does a Corporate Governance Specialist work with?
This role requires frequent collaboration with the Board of Directors, the General Counsel, and members of the C-suite. They also work closely with internal teams like Finance, Tax, and HR to ensure accurate record-keeping, and they liaise with external stakeholders including outside legal counsel, regulatory authorities, and auditors to ensure the company remains in good standing.
Why is the role of a Corporate Governance Specialist important for a business?
A Corporate Governance Specialist is essential for protecting the company from legal, financial, and reputational risk. By ensuring that corporate processes are transparent, documented, and compliant with evolving laws, they provide the stability required for informed decision-making. Their work maintains the company's 'license to operate' and builds trust with investors, shareholders, and public regulators.