Associate General Counsel Corporate Governance

Profile

What You'll Contribute

The Associate General Counsel and Assistant Secretary will be a member of the Corporate Secretary team within the Legal, Government Affairs, and Corporate Communication organization, reporting to the Corporate Secretary and Chief Regulatory Counsel. This position will have regular exposure to Sallie Mae’s board and executive management team. This position requires the ability identify, implement, and propagate across the enterprise strong governance practices grounded in corporate, public company, and banking laws, regulations, and best practices.

Key responsibilities include preparation of board materials, including preparation of resolutions and minutes, guidance, and counsel to executives around same, entity management responsibilities, and researching responses to audit requests

What You'll Do

• Board and Committee Meeting Support
  • Participates in the planning, preparation/drafting, and distribution of materials for public company and subsidiary board and committee meetings, including agendas, resolutions, minutes, consents, reports, memoranda, etc.

• Support Board Effectiveness
  • Supports the ideation, creation, and implementation of systems, processes, procedures, and best practices to promote and support effective and well-documented board governance and oversight for the public parent company and subsidiary banking/depository institution, including providing support in preparation of effective board communications/materials, policies, and reports
  • On an ongoing basis, and in support of the strategic imperatives of the company, identifies, assesses, maps to regulatory guidance, and improves key processes

• Other
  • Performs corporate governance legal research and analysis of state and federal corporate laws, drafting memoranda, conducting research in minute books and otherwise on legal entity history
  • Prepares and handles corporate governance documentation (i.e., certificates of incumbency, secretary certificates, bylaws, charters, powers of attorney, delegations of authority, etc.).
  • Assists with maintenance of corporate governance records and oversee the production of records and data for litigation, regulatory examination, audit purposes or other due diligence initiatives, and reporting requirements.
  • Oversees the maintenance of director, officer, and executive information to align with legal and regulatory requirements.
  • Assists in subsidiary management, including oversight of preparation of state and regulatory filings
  • Conducts legal research and prepare reports or summaries.
  • Drafts correspondence, memoranda, and business procedures 
  • Provides legal assistance to various departmental projects

What You Have

Minimum: Indicate minimum education, skills and experience required.

• Attorney must be licensed to practice law and a member in good standing in the state/ jurisdiction in which the position is based or otherwise in compliance with the in-house counsel registration rules of that state/jurisdiction 
• 4+ years of relevant corporate governance-related experience, including specific experience with a public company's board of directors and/or a bank/depository institution)
• Familiarity with Delaware corporate law required 
• Thorough understanding of public company board oversight and governance best practices and requirements and expectations
• Consistently handles workload effectively, uses resources efficiently and orchestrates multiple activities at once to accomplish a goal.
• Ability to write clearly and succinctly in a variety of communication settings and styles. Effective verbal communication with business partners. Presents oneself clearly and articulately when speaking with an individual or before a group assuring that others fully comprehend the intended message.
• Capable of building a logical approach to address problems and has flexibility to make vital changes at the last minute. Thinks of several possible explanations or alternatives for a situation and anticipates potential obstacles and develops contingency plans to overcome them. Identifies the information needed to solve a problem effectively. Presents problem analysis and recommended solution to others rather than just identifying or describing the problem itself. Acknowledges when one does not know something and takes steps to find out.
• Ability to follow established procedures consistently and anticipate upcoming tasks. Good at figuring out the processes needed to get things done.
• Double checks the accuracy of information and work product and the formatting and grammar of written communications. Provides information on a timely basis and in a usable form to others who need to act on it. Carefully observes the details and quality of own and others’ work. Expresses concern that things be done right, thoroughly, and precisely.
• Comfortable around Senior Leaders and Board Directors: Can deal comfortably with senior leaders/directors and understands how they think and work. Can figure out the best way to get things done with them by talking their language and responding to their needs. Can craft appropriate and positive approach.
• Travel 5-10%

Preferred: Indicate “nice to haves” regarding education, skills, and experience.

• Familiarity with Utah corporate law 
• Experience supporting a bank or regulated institution’s board as corporate or assistant secretary
• Understanding of bank regulatory requirements applicable to board governance and oversite

Company info

Confidential