Legal Counsel, Subsidiary Governance (Corporate Secretary)

Requisition ID: 188737

Join a purpose driven winning team, committed to results, in an inclusive and high-performing culture.

Purpose

The incumbent provides corporate secretarial support to the Boards and Committees of OSFI-regulated subsidiaries and securities-regulated subsidiaries, and is responsible for scheduling, organizing and attending meetings, the preparation of required documentation, undertaking post meeting activities and ensuring all regulatory filings are made and corporate records are up to date. The incumbent ensures the corporate minute books, records and database reflect the decisions of the Board, are complete, accurate and maintained, ensuring compliance with governing legislation and regulatory requirements.

Accountabilities

• Champions a customer focused culture to deepen client relationships and leverage broader Bank

relationships, systems and knowledge.

• Serves as Corporate Secretary/Assistant Corporate Secretary and provides corporate secretarial support to all subsidiaries under portfolio, including OSFI-regulated subsidiaries and securities-regulated subsidiaries. Independently schedules and assists management in planning agendas for board and committee meetings; ensures regulatory and corporate governance requirements are met, prepares board material, including resolutions; manages the preparation of meeting material; circulates documents for signature as required; ensures post-meeting activities such as the preparation of minutes and regulatory filings are completed; maintains minute books; and ensures the online corporate database is updated on a timely basis. Tracks Board commitments arising from meetings, checks to determine if commitments are being addressed and escalates issues to management or the Chair as required.
• Provides support for all subsidiaries under portfolio. This includes coordinating materials for the directors and executives of the subsidiaries, ensuring complete and accurate packages as well as appropriate and timely distribution, by reviewing packages prior to distribution, resolving issues, assisting in production as required to meet tight deadlines.
• Coordinates and assists in the preparation of board orientation materials as may be required.
• Coordinates minute book reviews for internal and external auditors and regulatory bodies, maintaining secure custody of corporate information.
• Prepares corporate documentation and notifications to reflect corporate transactions, including acquisitions of new corporate entities, amalgamations, or dissolutions, working closely with internal and external counsel, business areas, Finance and executive management to ensure company corporate records reflect the transaction.
• In addition to receiving direction from the Senior Legal Counsel, the incumbent works closely with Senior Legal Counsel to manage issues related to the subsidiaries. The incumbent is expected to ensure adherence to regulations, policies and procedures and must anticipate and prepare for compliance and support issues and escalate and manage issues as required.
• Understand how the Bank’s risk appetite and risk culture should be considered in day-to-day activities and decisions.
• Actively pursues effective and efficient operations of his/her respective areas in accordance with Scotiabank’s Values, its Code of Conduct and the Global Sales Principles, while ensuring the adequacy, adherence to and effectiveness of day-to-day business controls to meet obligations with respect to operational, compliance, AML/ATF/sanctions and conduct risk.
• Champions a high performance environment and contributes to an inclusive work environment.

Requirements

The incumbent must possess a law degree, law clerk certificate or a paralegal designation and have a good knowledge of corporate secretarial practices and the regulatory requirements associated with the CBCA, OBCA, OSC, CIRO and OSFI. The incumbent must also have a broad understanding of corporate governance practices and requirements. Proficiency with entity management databases also required – experience with EnGlobe/ EnAct, board portals (including Diligent Boardbooks) is an asset as is having completed the Canadian Securities Course.

• Exceptional written and oral communication skills
• Professional, polished and confident demeanor
• Proficiency with MS Office (Word, Excel, Access, Power Point), EnGlobe/EnAct, or other corporate secretarial platforms and the internet
• Ability to understand, interpret and simplify legal terminology and regulations
• Demonstrated sound judgment skills in order to balance and deal with multiple issues and priorities
• Be comfortable with areas where there is no clear answer. In this respect, the incumbent must have superior problem solving skills in order to present a reasoned, defensible response
• Should be able to work with a large volume of enquiries and be able to prioritize issues
• Should be self-motivated and work with minimal direction
• Should be able to identify issues that require escalation and to manage the escalation process
• Able to work independently
• Able to motivate and build relationships
• Able to balance multiple priorities
• Well-developed negotiation skills

The incumbent is expected to work autonomously and be capable of dealing directly with Executive management, directors, regulators, auditors and other Bank departments as necessary. The incumbent is expected to ensure adherence to regulations, policies and procedures and must anticipate and prepare for compliance and support issues and escalate and manage issues as required.
Due to regulatory scrutiny, the risk associated with errors can be serious, potentially resulting in fines/penalties, investigations by local regulatory bodies and damage to reputation.
Some domestic travel may be required. Work outside of normal business hours may be required during peak periods.

Location(s): Canada : Ontario : Toronto

Scotiabank is a leading bank in the Americas. Guided by our purpose: "for every future", we help our customers, their families and their communities achieve success through a broad range of advice, products and services, including personal and commercial banking, wealth management and private banking, corporate and investment banking, and capital markets.

At Scotiabank, we value the unique skills and experiences each individual brings to the Bank, and are committed to creating and maintaining an inclusive and accessible environment for everyone. If you require accommodation (including, but not limited to, an accessible interview site, alternate format documents, ASL Interpreter, or Assistive Technology) during the recruitment and selection process, please let our Recruitment team know. Candidates must apply directly online to be considered for this role. We thank all applicants for their interest in a career at Scotiabank; however, only those candidates who are selected for an interview will be contacted.