Director, Global Corporate Governance and Assistant Corporate Secretary

Cubic•San Diego, CA

44d•$165,000 - $265,000

About The Position

When you join Cubic, you become part of a company that creates and delivers technology solutions in transportation to make people’s lives easier by simplifying their daily journeys, and defense capabilities to help promote mission success and safety for those who serve their nation. Led by our talented teams around the world, Cubic is committed to solving global issues through innovation and service to our customers and partners. We have a top-tier portfolio of businesses, including Cubic Transportation Systems (CTS) and Cubic Defense (CD). As a departmental leader, the Director of Corporate Governance possesses expert knowledge of all aspects of corporate and subsidiary legal entity governance globally and ensures that corporate entity structure supports the Company’s overall governance and business operational strategy. In addition, the Director will work with General Counsel to establish department objectives and manage legal operations to align with and achieve corporate objectives. The Director will direct day-to-day legal operations and promote connectivity with customers across the business through a proactive, practical and responsive Legal Department. The Director requires regular direct interaction with the Executive Leadership Team, Vice Presidents and General Managers of Cubic businesses and members of the Board of Directors on matters of highly sensitive nature with strategic importance. This position typically works under limited supervision and direction. Incumbents will regularly exercise substantial and discretionary decision-making authority with potential significant impact to the organization. It is anticipated that this role will assume the duties of a corporate officer of various Cubic legal entities.

Requirements

Four-year college degree plus a minimum of fifteen years of legal/business administrative experience.
High degree of expert and specialized knowledge and experience with corporate legal processes, SEC and NYSE requirements, state, local and foreign business and corporate requirements.
Experience as Corporate Secretary or Assistant Corporate Secretary in a public company and/or large privately held owned by private equity investors.
Ability to prioritize needs of various operational units and interact with all levels of employees and senior management, including Board of Directors; mature demeanor and judgment.
Ability to negotiate and close agreements with outside vendors and counsel.
Demonstrated leadership skills and ability to plan and manage cross-functional projects.
Superior organizational, analytical, verbal and written skills required, including the ability to clearly explain complex topics to a wide audience who may or may not be familiar with the subject matter, along with the ability to influence and persuade others.
Ability to work well under pressure and effectively handle multiple, concurrent demands and appropriately prioritize responsibilities.
Able to work with highly confidential information; possess secret level security clearance (or able to qualify for one) preferred.

Nice To Haves

J.D or Paralegal certificate preferred.

Responsibilities

Provides leadership and strategic guidance to the Legal Department.
Interacts and advises global business units by serving as a subject matter expert on legal governance related matters.
Advises senior management on the creation, maintenance and dissolution of entities worldwide and manages those activities.
Manages global efforts to create consistent and compliant legal entity governance in all jurisdictions.
Acts as assistant corporate secretary for Cubic Corporation and 35+ international and domestic subsidiaries, including required board and shareholder meetings, legal entity status in required jurisdictions and all corporate records.
Serves as a member of the Board of Directors for certain foreign subsidiaries at the direction of General Counsel.
Leads team in the management of and preparation for Cubic Board of Directors and related Committee meetings; manages flow of information to Directors.
Co-leads program to advise senior management and business units on issues related to entity reduction initiatives.
Establishes and oversees standards/procedures for creation, consolidation and dissolution of entities and M&A target entity rationalization.
Leads an internal team of cross-departmental managers in accomplishing these goals.
Directs outside counsel in such activities.
Evaluates need for and directs all aspects of foreign and domestic corporate qualifications and registrations for Cubic businesses.
Includes evaluating need for annual returns, foreign qualifications, business licenses and other governmental filings as necessary to comply with local, state, national and international requirements for business operations; preparing and filing registration, annual report and qualification documents; liaising with finance, tax and accounting departments as needed; engages, directs and oversees work of outside counsel and vendors.
Manages governance requirements in merger, acquisition and divestiture due diligence and integration activities.
Establishes and implements corporate policies and procedures.
Develops and maintains constructive and cooperative working relationships with internal clients and outside counsel resources.
Examines the needs and concerns of clients to determine opportunities for improvement or problem areas.
Oversees content and structure of Law Department Intranet site.
Represents the department and provides input in cross-functional projects or coordinating teams (finance/accounting, tax, Human Resources/Benefits Plans, Compliance, and contracts) .
Performs managerial functions including hiring, motivating, counseling, evaluating and disciplining subordinates, making work assignments and establishing work priorities.