Assistant Corporate Secretary and Governance Specialist Job at H20 America in Sa

KEY RESPONSIBILITIES

Public Company Governance

• In coordination with the Company’s Corporate Secretary, manage all aspects of Section 16 and Nasdaq compliance, including the preparation and filing of SEC Forms 3, 4 and 5, 8-Ks, exhibits for forms 10-K and 10-Q, and filings with Nasdaq, e.g. press release and dividend notices.


• Coordinate the work of personnel across the Company and outside service providers to draft, file, and mail the Company’s annual proxy statement and related materials.


• Coordinate annual governance activities such as the annual Director and Officer Questionnaire process and the related party inquiry results reported in the proxy statement.


• Manage relationships with the Company’s stock transfer agent, proxy solicitor, printer, and other vendors who support the proxy statement process.


• Prepare all materials related to the Company’s Annual Meeting of Shareholders and supervise the logistical aspects of the Meeting, including making required filings with the SEC.


• Administer the Company’s Board Portal and interact with Board Members on matters of compliance, compensation, and governance.

General Corporate Governance

• Oversee the Company’s corporate subsidiary management efforts, including drafting annual subsidiary resolutions, administering the Company’s corporate management database.


• Prepare and file documents for the formation and dissolution of subsidiaries, including Articles of Incorporation, Bylaws, and Certificates of Dissolution.


• Draft and maintain corporate documentation such as written consents, resolutions, certifications, and meeting minutes.


• Maintain and update the legal entity database (Cogency) and review information for annual filings.


• Assist teams with subsidiary transactions, including KYC and financings.


• Assist in managing hotline.


• Assist in maintaining and updating corporate governance policies and procedures.

Equity Administration

• Support the administration of equity plans and grants.


• Monitor insider trading activity and ensure compliance with Section 16 rules.

Mergers & Acquisitions (M&A)

• Assist with due diligence for M&A transactions, including document collection and review.


• Serve as central point for closing mechanics such as obtaining officer signatures, good standing certificates, etc.


• Manage blackout list and calendar.

General Legal Support

• Collaborate with outside counsel and internal departments including Finance, Investor Relations, and Human Resources on governance issues and M&A transactions.


• Manage contractual relationships with certain key Legal Department vendors.

QUALIFICATIONS

• Bachelor’s degree, certified corporate governance professional, or paralegal certificate.


• Minimum of 5 years’ experience handling SEC, corporate, and governance matters.


• Experience preparing and filing Section 16 filings, form 8-Ks, and preparation and filing of proxy statement.


• Working knowledge of NYSE or Nasdaq requirements.


• Experience with planning of, preparing for, and handling Annual Meetings of Shareholders.


• Strategic thinker with the ability to manage multiple priorities and stakeholders.


• Ability to work independently and proactively, while also being a team player, on a wide variety of tasks in a fast-paced environment and the exercise of judgment under pressure.


• Ability to manage and prioritize assignments that may be broad in scope and complexity and that involve collaborative work with employees across different departments with varying degrees of seniority.


• Ability to work under tight timelines, under pressure, and with agility as risks and priorities change.

• Advanced proficiency in:




• Cogency or similar entity management systems


• Diligent or similar Board portal


• Nasdaq or NYSE Listing requirements


• EDGAR Next


• Wdesk or similar Section 16 and SEC-filing software

 

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H20 America