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Corporate Secretary

Location:	Toronto, Ontario, Canada
Job Type:	Permanent
Posted:	23rd Aug 2010
Closing Date:	20th Sep 2010
Posted By:	Canadian Scholarship Trust Consultants Inc.
Details:
Corporate Secretary JOB SUMMARY: The Corporate Secretary is responsible for providing support to the Vice President, Regulatoryand Corporate Affairs, and to the Board of Directors, its Committees and the Independent Review Committee as required. The Corporate Secretary reports to the VP, Regulatory and Corporate Affairs, and will play an essential function in the administration of important corporate functions within all CST entities. Often working within a confidential environment, the Corporate Secretary assists in the development, implementation, monitoring and maintenance of the CST entities’ corporate governance, planning, and policy initiatives. The Corporate Secretary is a conduit between the Board and management for the communication of and guidance on Board decisions, requirements and requests. The Corporate Secretary will also co-ordinate the use of external legal services across the organization. DUTIES AND ESSENTIAL JOB FUNCTIONS: Corporate Secretary Policies and Procedures -Assist in the development and maintenance of corporate policies and governance documentation in areas related to the responsibility and scope of the VP of Regulatory and Corporate Affairs -Develops, implements and maintains Corporate Secretarial process documentation to ensure compliance with policies, standards and regulatory requirements and to ensure mitigation of risks Board Logistics and Planning -In consultation with the Board Chair, President & CEO and VP of Regulatory and Corporate Affairs, establishes schedule for strategic planning, Board and Committee meetings and annual general meeting. -Manages Board and Committee meeting logistics including working with management to collect, prepare and distribute pre-reading materials, agendas, notifications and minutes, organizing meeting facilities and accommodation, and liaising with the Board Chair and VP of Regulatory and Corporate Affairs to finalize minutes, track meeting attendance and expenses. Board Administration & Coordination -Attends Board and Committee meetings, taking minutes and highlighting decisions, information items and action items -Prepares and circulates minutes (including details of resolutions and decisions in order to ensure proper action is taken) -Ensures an effective flow of information between the Board, Committees and management and briefs management on Board decisions and requests -Provides guidance to managers and staff on Board information requests. Develops the guidelines and templates to assist in the development of Board materials -Assists the Vice President of Regulatory and Corporate Affairs with monitoring and followup actions to ensure the fulfillment of Board requests including monitoring and tracking management of issues, briefings, correspondence and legal opinions; -Manages Board budget, reviews and recommends approval of Board/Committee expenditures including remuneration, incidental expenses and meeting rooms; -Administers Board appointment processes and orients new Directors, advising on protocols and procedures and arranges briefings with key contacts as required; Board Policy & Advisory Services -In consultation with VP Regulatory & Corporate Affairs, refers Board requests for legal reviews and opinions to external legal counsel; -Supports the Chair in ensuring effective Board functioning including identifying items that require Board approval, drafting resolutions and ensuring accuracy of the Board record; -Provides research and coordination support to strategic policy and legislative initiatives, including drafting and reviewing materials, and preparing presentation and briefing packages; Legal and Compliance Matters, and Regulatory Filings -Works with and assists the VP of Regulatory and Corporate Affairs, Director of Risk Management and Compliance, and external legal counsel in monitoring legal changes relevant to the activities of the organization. Prepares and file corporate and regulatory notices, returns and forms as required by the organization’s by-laws, as well as governing rules and regulations for all CST entities; -Manages and coordinates internal requests for external legal services in compliance with established policies related to approvals and procurement processes; -Works with the VP of Regulatory and Corporate Affairs and the management team to ensure statutory reporting requirements are met. -Assists with annual update of prospectus and agreements with plan holders; -Coordinates and files required continuous disclosure documents (e.g. prospectus, annual and semi-annual financial statements and Management Reports of Fund Performance) on SEDAR; -Communicates with securities regulators regarding corporate matters and filings -Establishes and maintains the corporate records (including minute books and directors registers for all corporate entities, legal documentation, records and reports) using a filing system designed and maintained to facilitate secure and easy access to all corporate records. OTHER FUNCTIONS AND RESPONSIBILITIES: -Performs additional assignments as required by the needs of the organization, or as directed by the Vice-President, Regulatory & Corporate Affairs QUALIFICATIONS: -University degree in Business Administration and/or a Paralegal certificate program; -A minimum of five (5) years experience within a similar governance position at a law firm and/or a public company, and/or a private company with good governance model -Demonstrated executive-level experience or administration at the Board level KNOWLEDGE AND SKILLS: -Excellent interpersonal skills to build and maintain a positive working relationship with diverse groups; -Demonstrated knowledge of Board governance, best practices, protocols and procedures; -Proven ability to manage multiple priorities and meet tight deadlines while paying attention to details, ensuring a high standard of quality work; Superior knowledge of executive administration support and procedures; -Ability to learn relevant legislation, key agreements, policies and practices of CST Consultants Inc., its key functions and relationships with key stakeholders; -Well developed organization and coordination skills; -Ability to review large volumes of information, identify and analyze issues, assess risk and provide strategic and operational advice as concise summary materials or reports -Ability to work independently with minimum direction -Excellent communication skills including listening, facilitating, presentation and writing -Superior influence and persuasion skills combined with integrity, discretion and professionalism -Ability to initiate and implement new procedures; -Ability to exercise sound judgment and tact in solving work problems and dealing with officials, staff and the general public; good interpersonal skills and ability to maintain confidentiality -Ability to work under pressure; Superior computer proficiency with Microsoft Office products and minute taking.

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