Senior Director, Corporate Counsel, Securities and Governance
Company: Edwards Lifesciences Gruppe
Location: Irvine
Posted on: May 20, 2023
Job Description:
Edwards Lifesciences Corporation seeks an experienced securities
attorney and corporate governance professional for the position of
Senior Director, Corporate Counsel, Corporate Securities and
Governance. Working closely with the Senior Vice President,
Associate General Counsel and Corporate Secretary, this role acts
as the supporting legal advisor on corporate governance and
securities compliance matters. -This position reports directly to
the Senior Vice President, Associate General Counsel and Corporate
Secretary.This is a unique opportunity to join an innovative,
growing medical device company with approximately 17,000 employees
and a well-respected in-house law department of attorneys and legal
professionals.Responsibilities:
- Supports the Corporate Secretary, providing counsel to the
Board and actively managing logistics to ensure efficient and
effective Board governance -
- Ensures that directors are enabled to meet their legal,
compliance, and fiduciary obligations
- Assists in planning and coordinating all details for Board and
Committee calendar and meetings, from agenda design to logistics
and expenses
- Manages communications and coordinate advance reading materials
to prepare members and guests
- Prepares advance reading materials for Board members related to
corporate governance and executive compensation
- Drafts and maintains key corporate documents, minutes and
records
- Supports the management of director orientation and transition
of directors on and off the Board
- Supports projects assigned by Chairman of the Board, including
providing supporting materials that permit the effective conduct of
the meeting
- Provides legal advice on corporate governance matters
- Monitors outside developments
- Manages relationships with outside counsel and proxy advisors
as needed
- Ensures compliance with, and maintenance of, corporate
governance guidelines and Board Committee charters
- Provides legal advice on SEC and NYSE compliance matters
- Drafts agreements and documentation for governance, internal
policies and executive compensation matters
- Manages insider trading program and prepares and files Section
16 reports (I.e., reporting of Forms 3, 4 and 5)
- Keeps current on the filing and listing requirements for equity
compensation programs, stock splits, stock transactions
- Ensures the accurate and timely filing of annual, quarterly and
current reports filed with the SEC and is primarily responsible for
preparing those filings, working closely with Corporate Accounting
-
- Coordinates with stock transfer agent
- Supports the Corporate Secretary in preparation for and during
the annual meeting of stockholders
- Responsible for preparing the proxy statement, working closely
with the Corporate Secretary and Human Resources
- Coordinates meeting logistics and content, working closely with
Investor Relations
- Manages governance requirements for approximately 70 corporate
subsidiaries in 36 countries
- Indirectly manages professional staff of non-attorneys
- Trusted to assist in representing the company and its Board
professionally, thoughtfully, and with the highest standards of
integrityBasic Qualifications:
- Must have a law degree
- Minimum of 11 years of combined private practice and/or
in-house experience in securities compliance, corporate governance
and corporate secretarial matters -
- Detailed knowledge and understanding of state and federal laws,
NYSE and SEC regulations, and other standards with respect to
public company reporting requirements
- 3+ years of experience handling the preparation and
distribution of shareholder, Board of Directors and committee
meeting materials
- 3+ years of experience with filing 10-K, 10-Q, proxy statement,
and other SEC required filings accurately and on time
- Must possess excellent presentation and communication skills
and demonstrate executive presence
- Must be comfortable and confident counseling, interacting and,
when necessary, respectfully pushing back, with C-level executives
and Directors
- Excellent analytical, detail-oriented, organized and
information seeking skills
- Excellent organization and time management skills
- Excellent written and verbal communication skills and
interpersonal relationship skills including negotiating and
relationship management skills with ability to drive achievement of
objectives
- Recognized as an expert within field and within the
organization, both within and beyond own function
- Expert understanding of related aspects of legal processes
and/or systemsPreferred Qualifications:
- Prior in-house experience strongly preferred
- A member of the California bar -For Colorado Residents Only: -
-Aligning our overall business objectives with performance, we
offer competitive salaries, performance-based incentives, and a
wide variety of benefits programs to address the diverse individual
needs of our employees and their families.The base pay range for
this position is $218,000 to $255,000 -Additional information can
be found through the link below:Edwards is an Equal
Opportunity/Affirmative Action employer including protected
Veterans and individuals with disabilities.COVID Vaccination
RequirementEdwards is committed to complying with the requirements
and guidance from our government authorities and to protecting our
vulnerable patients and the healthcare providers who are treating
them around the world. As such, all Healthcare Interacting
positions require COVID-19 vaccination, which includes anyone who
directly interfaces with patients and those who interact with
healthcare providers as part of their role. If hired, as a
condition of employment, you will be required to submit proof that
you have been fully vaccinated for COVID-19, unless you request and
are granted a medical or religious accommodation for exemption from
the vaccination requirement. This vaccination requirement does not
apply in countries where it is prohibited by law to impose
vaccination. In countries where vaccines are less available, or
other requirements exist, we may institute alternate measures that
optimize patient safety and healthcare provider safety, which may
include regular COVID testing or specific masking
requirements.
Keywords: Edwards Lifesciences Gruppe, Irvine , Senior Director, Corporate Counsel, Securities and Governance, Executive , Irvine, California
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