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Corporate, Corporate Governance, Multinational Business
Responsible for development of the Company’s proxy statement, executive compensation reporting compliance, global corporate governance programs and training, board meeting support, corporate records, SEC filings, and legal/secretarial assistance to subsidiaries subject to the direction of the VP, Secretary & General Counsel.
Provide oversight for corporate governance and executive compensation compliance and reporting, and general legal support for Corporate office and subsidiaries as needed, including assistance with document production, due diligence and support for acquisitions and other major transactions as needed
Corporate Secretarial Support:
Assist Corporate Secretary with maintenance of corporate records for Company:
Track meetings of the Board and its committees
Assist with production and distribution of materials for Board meetings
Assist with production of meeting minutes and maintenance of minute books
Oversee compensation of non-employee directors for Board service
Manage corporate records for subsidiaries:
Maintain minute books and corporate documents for domestic subsidiaries
Coordinate with international operations and third-party secretarial services to track status and maintain corporate qualifications of international subsidiaries
Direct filing of required annual reports and other filings designated by the various domestic Secretaries of State, including annual California Corporate Disclosure reports, and maintain corporate qualifications
Oversee maintenance of corporate subsidiary database and regular distribution of informational fact sheets and organizational charts for all entities world-wide
Work with Tax and Accounting Departments to maintain global subsidiary structure, including providing legal/secretarial support for restructuring, cash movement, banking requirements, powers of attorney and other requirements.
Coordinate changes to internal subsidiary appointments, including officers and directors, and work with local teams regarding periodically required filings related to director appointments.
Corporate Governance & Compliance:
Lead with Corporate Governance matters including:
Responsibility for creation, maintenance and distribution of Corporate policies related to corporate governance, including the Company’s Ethics and Business Conduct Policy
Responsibility for receipt, review and appropriate distribution of reports received through reporting channels set up for “whistleblower complaints”, including third party hotline system
Oversee circulation and collection of quarterly governance certifications from operations employees worldwide, review responses, and provide routine reports to internal teams and auditors
Provide reports on Governance related topics as requested for various committees of the Company’s Board
Work with operational divisions and internal audit teams to develop, communicate and maintain corporate governance programs, certifications, trainings, policy development and testing
Lead the development of shareholder engagement strategies and participate in engagement meetings.
Manage Export Control Policy and work with operational divisions and outside counsel to evaluate the necessity of export licenses and to obtain and maintain such licenses.
Responsibility for leading and improving the annual and interim filing requirements with New York Stock Exchange and maintaining compliance with NYSE reporting requirements.
Supplemental Listing Applications
Annual and Interim Written Affirmations
Regular reporting via eGovDirect of shares outstanding, treasury shares, changes to Director and Officer appointments and other required reporting.
Responsibility for leading the preparation and filing of the Company’s annual Proxy Statement, including:
researching emerging trends with external resources
preparation of executive compensation reporting and presentation to the Company’s Organization & Compensation Committee
preparation, circulation and review of the Company’s annual D&O Questionnaires
Review of various Company SEC filings, including providing supporting information as needed.
Responsibility for creation and filing of Forms 8-K and Forms S-8 related to executive compensation and equity plans, as needed.
Travel Requirements – 10%
KNOWLEDGE, SKILLS AND ABILITIES
Experience in maintaining and managing positive relationships with internal customers and external vendors and consultants.
Excellent communication and interpersonal skills to communicate and interact across all functions and levels within the company. Interacts with all levels in the organization, including corporate executives and divisional presidents, and with outside agencies and attorneys.
Intermediate skill in the use of Excel, Word and PowerPoint.
Ability to read and understand highly technical material.
Must be able to lift 10 pounds.
Requires a bachelor's degree and law degree with at least 15 years of experience in the field.
Strong mix of both law firm and public company experience in the areas of governance, disclosure, compliance, privacy and ethics, including subsidiary management.
Strong background in public company reporting requirements and exposure to Boards of Directors.
Experience should include public companies with global revenue in excess of $2B.
Internal Number: COR0384
CooperVision, a unit of The Cooper Companies, Inc. (NYSE:COO), is one of the world’s leading manufacturers of soft contact lenses and related products and services. The Company produces a full array of monthly, two-week and 1-day lenses, all featuring advanced materials and optics. CooperVision has a strong heritage of solving the toughest vision challenges such as astigmatism and presbyopia; and offers the most complete collection of spherical, toric and multifocal products available. Through a combination of innovative products and focused practitioner support, the company brings a refreshing perspective to the marketplace, creating real advantages for customers and wearers. For more information, visit www.coopervision.com.About The Cooper Companies The Cooper Companies, Inc. ("Cooper") is a global medical device company publicly traded on the NYSE (NYSE:COO). Cooper operates through two business units, CooperVision and CooperSurgical. CooperVision brings a refreshing perspective on vision care with a commitment to developing a wide range of high-quality products for contact lens wearers and providing focused practitioner support. CooperSurgical is committed to advancing the heal...th of women, babies and families with its diversified portfolio of products and services focusing on medical devices and fertility & genomics. Headquartered in Pleasanton, CA, Cooper has more than 12,000 employees with products sold in over 100 countries. For more information, please visit www.coopercos.com.