Senior Manager, Corporate Governance
Job Number: 10765
External Description:
The Senior Manager, Corporate Governance supports global legal entity governance and corporate secretarial operations, including entity management, governance documentation, GEMS administration, SOX compliance, and Board support, while coordinating cross-functionally with Treasury, Controllership, and other stakeholders on regulatory, financing, and governance matters.
This position can be located remote anywhere in the United States.
Job Responsibilities
Legal Entity Governance & Corporate Secretarial
Support management of the global legal entity structure, including formations, dissolutions, and governance records
Prepare proxies, annual meeting minutes, and written consents/resolutions for subsidiaries and affiliates
Coordinate approval and execution of corporate documents, including annual accounts and written consents and resolutions, across jurisdiction
Maintain corporate records, including officer and director appointments
Serve as a point of contact for Legal, Tax, Controllership, and Treasury on entity governance matters
Assist Business Development with information and documentation related to acquisitions and divestitures
Provide corporate entity information and required documentation regarding the Legal Entity Reduction projects for US and Canadian entities
GEMS Administration & SOX Compliance
Administer the Global Entity Management System (GEMS), including maintaining accurate legal entity data
Coordinate quarterly GEMS certification process and related outreach
Prepare certification materials and supporting documentation for SOX compliance and external audit requirements
Partner with Controllership and Internal Audit to support internal controls related to governance data
Treasury & Corporate Finance Support
Support Treasury with KYC and related regulatory and banking requests
Prepare corporate documentation and certifications for banking, financing, and compliance purposes
Respond to internal and external requests for entity information, providing reports related to information in GEMS, including officer and director listings, ownership information, etc.
Board of Directors & Committee Administration
Assist with managing the Corporate Governance and Board calendars, including tracking key deliverables, deadlines, and recurring governance activities
Work cross-functionally to prepare for and organize Board meetings, annual general meetings, and other Board events
Support SEC filing logistics, including signature coordination, Section 16 form preparation, and proxy statement/annual meeting preparation
Administer insider trading windows and pre-clearance trading requests, consistent with Carrier’s Insider Trading Policy
Coordinate communications with Board members, including distribution of materials and matters relating to director compensation
Maintain organized and up-to-date records for all Board matters, including Board and Committee minutes, agendas, materials, and communications
Required Qualifications
Bachelor’s degree
7+ year’s experience as a legal professional
Preferred Qualifications
2+ year’ s experience in corporate governance
Paralegal Certification
Ability to collaborate and create relationships with stakeholder groups
Operate with a high level of confidentiality and trust
Job Number: 30208733
Community / Marketing Title: Senior Manager, Corporate Governance
Location_formattedLocationLong: Florida, US