Purpose :
Support the Chief Legal Officer and Corporate Secretary, and the Deputy General Counsel, in fulfilling the responsibilities of the Federal Home Loan Bank of San Francisco’s (Bank) Corporate Secretary, and helping the Bank, the Board of Directors (Board), and the Board committees, maintain the highest standards of effective corporate governance. Independently coordinate projects, perform research, analyze data, form conclusions, recommend solutions and communicate findings and recommendations in an effective manner. Provide leadership, initiative, innovation, independent and experienced based judgment, and critical thinking skills, in effective corporate governance through the execution of the Assistant Corporate Secretary role.
Major Accountabilities :
Board of Directors and Committee Meetings
- Serve as a trusted advisor to the Corporate Secretary, Deputy General Counsel, other corporate executives and staff, and Board members on what are often sensitive and highly confidential governance matters.
- Oversee the organization and recordkeeping of all corporate records with respect to Board and Board committee meeting materials and minutes.
- Support the Corporate Secretary and Deputy General Counsel by carrying out and/or assisting with corporate governance matters, including (i) the arrangement and scheduling of Board meetings, (ii) setting the production schedule, and the compilation, creation, preparation, and review of Board agendas and agenda materials, in accordance with comprehensive quality control practices and processes, (iii) the publication of Board meeting agendas and agenda materials for the Board on the Bank’s Diligent Board platform, and (iv) directly or through oversight of other staff preparing and submitting Board meeting materials and minutes to the Bank’s primary regulator and auditors.
- Attend Board meetings and Board committee meetings, take notes, and prepare minutes of those meetings that (i) accurately describe and communicate the discussions and actions of the Board with determination of what is important, the level of detail to record, and sensitivity to issues that require special attention, (ii) meet legal requirements, and (iii) conform to the highest standards of effective corporate governance.
- Oversee the Director attendance reporting function (i) for corporate records and regulatory reporting purposes, (ii) to ensure Directors are compensated in accordance with the Directors’ Compensation and Expense Reimbursement Policy, and (iii) to assist in the Board’s annual assessment.
- Communicate effectively with Directors and executive management on a variety of matters, including actions taken, and matters requiring follow-up attention by or reports to the Board and its committees.
- Oversee the distribution of Board and committee meeting materials to internal and external auditors. Prepare and provide data and other reports related to Board activities to internal and external auditors in a timely manner, as requested.
- Maintain, enhance, revise, and manage implementation of the (i)Board and Committee meeting agenda workflow process, (ii) Board and Committee agenda materials production process, (iii) meeting debrief and follow-up items, (iv) Board meeting attendance reporting, and compensation and expenses reporting, (v) Board and Committee minutes drafting, (vi)Diligent Board platform, and (vii) corporate governance policies and procedures related to the Board, including the Board’s corporate governance handbook.
Miscellaneous Corporate Governance Activities
- Perform other functions associated with the responsibilities of an assistant corporate secretary, including preparing, maintaining, and signing, as appropriate, certificates of incumbency, delegations of authority, and Board resolution certifications.
- Manage the Board’s self-assessment process and other governance programs.
- Develop and coordinate training programs, and ongoing education for directors and senior executives.
- Administer the Bank’s Board communication platform (currently Diligent), including (i) publishing agenda books, (ii) administering Board surveys and questionnaires, (iii) maintaining/updating Board resource materials and press section, and (iv) access management.
- Engage in ongoing review and assessment of technical and departmental procedures to identify areas for improvement and implement solutions in support of a continuous improvement culture.
This description provides general information necessary to depict the essential and non-essential functions of the job and shall not be construed as a detailed description of all the required work that may be inherent in the job.
Skills/Knowledge :
- Must hold a bachelor’s degree and have at least five years’ experience in preparing corporate minutes for a financial institution or other regulated entity, or have the equivalent combination of education and experience.
- Must have knowledge and understanding of corporate governance practices.
- Must have excellent writing and proofreading skills with high proficiency and attention to detail, and excellent oral communication skills.
- Must be able to successfully maintain the varying levels of confidentiality required by law and best practices in carrying out Board governance functions.
- Must have familiarity with applicable software (e.g., Microsoft Office Suite) and information retrieval systems and the ability and willingness to continue to master relevant new software. Previous experience with Diligent Board platform software preferred.
- Must demonstrate strong interpersonal skills, including high-level verbal communication skills in dealings with executives and Directors, and a proven ability to work with team members at all levels using a collaborative style and consultative approach.
- Must be able to work independently using good business acumen and judgment, demonstrate initiative, and be highly organized, with the ability to maintain composure while effectively prioritizing and completing projects, often under tight time constraints.
- Must possess strong planning, project, and process management skills and demonstrate the ability to manage multiple tasks and competing priorities, with a high level of detail, in a fast-paced environment, while meeting deadlines, ensuring factual and technical accuracy, and maintaining high-quality work product.
- Must possess the demonstrated ability to identify and solve problems and make sound decisions.
- Must be able to comprehend and synthesize complex financial, strategic, and regulatory data regarding the Bank and its external environment and express it accurately and succinctly
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