Sr. Counsel, Corporate Governance, Securities and Executive Compensation - (memphis, tennessee)
Posted: Sunday, March 4, 2018 9:34 AM
This position is located in Memphis, TN, and reports to the Chief Counsel, Corporate Governance, Securities and Executive Compensation.
The primary focus of this attorney will be to provide legal advice on matters relating to securities law compliance and disclosure, executive compensation and corporate governance, including advising the Board of Directors and its committees on a variety of issues. As a key member of the corporate secretarial function, the attorney will work with the General Counsel/Corporate Secretary and others in ensuring that Board members have the proper advice and resources for discharging their fiduciary duties and that the Company's records accurately reflect the proper exercise of those duties. Secondarily, the attorney will provide advice and support for corporate transactions, such as M and A, and finance projects.
This position demands attention to detail, a bias for action and a collaborative attitude, legal research capability, strong written and oral communication skills and excellent organizational and project management skills. The successful candidate must be capable of performing job responsibilities within specified, and frequently shortened, internal and external deadlines, have the ability to handle multiple priorities, and work with minimal supervision.
Securities Law Compliance and Disclosure (Investor Relations and Corporate Accounting; Disclosure Committee; Board/A and F and PPE Committees)
:Prepare and review informal disclosure (earnings and other press releases, slides for earnings calls and investor conferences)
:Prepare, review and file formal disclosure (SEC filings), including: periodic and current reports (Forms 10:K, 10:Q and 8:K), proxy statements, annual reports to stockholders and Section 16 reports (Forms 3, 4 and 5) for directors and executive officers
:Lead process for registered offerings, issuances and repurchases of debt securities, including creation and maintenance of due diligence files and assistance with due diligence review
:Support and advise Company's Disclosure Committee and the Board's Audit and Finance (A and F) and Public Policy and Environment (PPE) Committees on disclosure:related and other matters, including preparation and review of meeting materials
:Ensure compliance with obligations for accrual and disclosure of loss contingencies
:Implement and administer trading blackout periods with respect to quarterly earnings and other events
Executive Compensation (Global Compensation and Benefits; Proxy Task Force; Board/MDCC)
:Lead Proxy Task Force, a multi:functional team of HR, Benefits, Finance, Investor Relations and Communications professionals responsible for preparing and filing the annual proxy statement : overall project management, such as time and responsibility schedules and checklists; preparation and distribution of annual director and officer (D and O) questionnaires; and coordination of meetings and reviews
:Support and advise the Board's Management Development and Compensation Committee (MDCC), including preparation and review of meeting materials
:Assist with insider compliance with Section 16 and company securities trading policies, including preapproval of trading and preparation and filing of Forms 3, 4 and 5
:Track director and officer stock holdings and assist with compliance with ownership and retention requirements
:Ensure accurate reporting and reimbursement of CEO usage of corporate aircraft and other travel and entertainment expenses, including preparation of monthly and quarterly reports regarding aircraft usage
Corporate Governance/Office of the Corporate Secretary (Board of Directors; Governance Committee)
:Support the work of the Board and its committees, especially its Governance Committee, by advising on governance:related matters and shareholder interests and facilitating the flow and availability of information
:Interface with and advise individual directors, as
• Location: Memphis
• Post ID: 36499082 memphis