AVP, Corporate Secretary

Seeing beyond numbers

At Laurentian Bank, we believe we can change banking for the better. Founded in Montreal in 1846, Laurentian Bank helps families, businesses and communities thrive. Today, we have over 2,800 employees working together as One Team, to provide a broad range of financial services and advice-based solutions for customers across Canada and the United States. We drive results by placing our customers first, making the better choice, acting courageously, and believing everyone belongs.

This role sits within Laurentian Bank.

The Corporate Secretary manages corporate governance for Laurentian Bank and its subsidiaries, including: board governance; board reporting and meetings; corporate organization, maintenance and policies; subsidiary governance, disclosure and shareholder engagement, intellectual property management, translation services management, and has a lead role in environmental, social and governance activities for the Bank. The Corporate Secretary provides advisory services to the lines of business and corporate functions on all governance related matters.

Key Responsibilities:

Governance and Administration

• Proactively identifying and advising on corporate governance trends and good corporate governance practices
• Directs the revision and maintenance of the Bank’s corporate governance policies and practices (policies, mandates, position descriptions, board governance practices, etc.)
• Supporting the development of director onboarding and orientation
• Supporting the governance policies and practices with the ESG team
• Assisting in shareholder engagement activities with Investor Relations (attending SH meetings; activist plan; etc.)
• Provide and oversee legal support and advice on responses to regulatory requirements and inquiries, and the preparation of correspondence, documents and agreements
• Managing and instructing external legal counsel and coordinating interactions with the different lines of business
• Represent the team in internal and external committees and activities and represent the Bank in dealings with various organizations and stakeholders, as required
• Direct and participate in the development and implementation of strategies for the Bank and its subsidiaries
• Direct and participate in the development and implementation of strategies for the sector

Board and Committee Meetings

• Initiating, reviewing and circulating draft agendas and attendance lists
• Initiating and directing the materials preparation and submission process for the board of directors meetings
• Attending board meetings and taking minutes of meetings
• Responsible for maintaining meeting preparation guidebook and templates
• Ensuring the maintenance of Board and Committee Work Plan and related documents

Annual Meeting of Shareholders

• Execute on annual securities and corporate requirement to have annual meeting of shareholders
• Overseeing preparation of: Management Proxy Circular, notice of meeting, form of proxy, voting instruction form, notice of availability or materials, meeting code of procedure, newspaper notices, script, Q&A, etc. in accordance with legal requirements and best practices
• Supervising engagement of various counterparties (e.g. Computershare, Broadridge, LUMI, Kingsdale, CMG Communications, Globe Newswire, Quadriscan) to arrange proxy solicitation, voting, publishing, meeting logistics etc.

Corporate Organization and Maintenance

• Maintaining and advising on delegation of authority policy
• Ensuring minimum governance standards are met (e.g. addressing conflicts of interest, monitoring director independence and proficiency requirements, conduct review activities, etc.)
• Overseeing intellectual property portfolio, including trademark registrations and licensing agreements
• Oversees the translation services initiative to standardize and streamline translation activities across the Bank

Subsidiary Governance

• Proactively identifying and advising on corporate governance trends and good corporate governance practices
• Directs the revision and maintenance the Bank’s corporate governance policies and practices (policies, mandates, position descriptions, board governance practices, etc.)
• Initiating, reviewing and circulating draft agendas and attendance lists
• Initiating and directing the materials preparation and submission process for the board of directors meetings
• Attending board meetings and taking minutes as corporate secretary for subsidiary meetings
• Maintaining and advising on subsidiary governance policies and guidelines

Regulatory Matters

• Maintaining and advising on Bank’s Insider Trading Policy
• Serving as central control function for pre-clearing trades by insiders
• Supervising standard and non-standard communications with regulators in connection with governance matters

Continuous Disclosure

• Supervising the preparation of the Annual Information Form
• Overseeing preparation of the Management Proxy Circular and related documents
• Assisting in the review and preparation of annual and interim financial statements and MD&A
• Advising and supporting on continuous disclosure obligations including materiality and the filing of material change reports where required
• Advising on secondary market liability and maintaining required disclosure statements (e.g. Forward Looking Statements, Non-GAAP and Other Financial Measures)
• Sitting on applicable CBA committees (e.g. Corporate Secretaries Group; EVRSG, etc.)

Environmental, Social and Governance (ESG)

• Key driver of ESG activities, working across teams to collect data, information and activities to develop reporting and narratives
• Driving governance activities for ESG reporting
• Collaborating with HR and other functions to drive social activities for ESG reporting
• Coordinating with the business lines and corporate functions to drive environmental activities for ESG reporting
• Ensure Sustainability report is issued

Management

• Lead and supervise a team by providing ongoing coaching, guidance, training and communications to enable and develop each team member
• Maximize the contribution of employees by developing their potential and establishing ways to meet the objectives of the business unit
• Develops and supports an inclusive work culture

Requirements:

• University degree in Law (BCL, L.L.B. or J.D.)
• Member in good standing with a Canadian law society (Quebec or Ontario experience is preferred)
• 7-10 years of experience as a lawyer in private practice or in-house legal department with a practice focused on corporate law and/or governance
• Ideally, prior management experience to lead a small team working with tight deadlines
• Complementary experience in the areas of banking regulations, securities law and/or ESG will be considered an asset
• Effective oral and written communicator and decision-maker
• Bilingualism* is required

• Professional working proficiency in French and English languages required as position involves frequent written and oral communication on complex matters with internal and external parties in both languages.

What Laurentian Bank has to offer you

• The actual annual base salary offered will take into account internal equity, skills, and experience among other factors.
• Total compensation: Earn a comprehensive compensation package that includes annual reviews and performance-based bonuses.
• Work model: We prioritize a hybrid work model based on business needs.
• Stock purchase plan: Become not just an employee, but a Laurentian Bank shareholder. Employer matching takes your investment even further.
• Time off: In addition to paid vacation, we provide floating days and leave options to accommodate the diverse needs of our employees. Plus, as an extra perk, you also get a paid day off to celebrate your birthday.
• Health and wellness: Take care of your health and well-being with access to healthcare professionals, our Employee and Family Assistance Program (EFAP), and a Stress Management and Well-Being Program.
• Group insurance and pension: We offer a competitive insurance program based on your family’s needs and a defined contribution pension plan to help prepare for your future.
• Financial benefits:As a Laurentian Bank employee, you’re also the best ambassador for our products and services. Take advantage of employee-only offers on a wide range of products. Enjoy exclusive deals and preferred rates on products and services including insurance, hotels, train tickets, spas and many more.

Inclusion and Accessibility

At Laurentian Bank, we believe everyone belongs. We are committed to fostering an inclusive work environment that reflects the diversity of our customers and our communities and where everyone feels like they belong and can thrive. To this end, we encourage applications from individuals from equity-deserving groups, including Indigenous persons, racialized and persons with disabilities, marginalized genders and the 2SLGBTQIA+ community.

We strive to offer a flexible and accessible work experience that is inclusive of everyone. If at any time you need an accommodation, please let us know.

PIPEDA

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