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