Legal-Company Secretary-Americas

GHD • Houston, TX

95d • Hybrid

About The Position

GHD is looking for a Company Secretary - Americas. This position will ideally be based in a GHD office in the central or western part of the US or Canada but is open across US and Canada. As part of a global Company Secretariat team and working closely with the Enterprise Company Secretary, you will be responsible for management of the corporate governance, legal and regulatory obligations in GHD Americas economic region (US, Canada, and Chile). This will include providing legal advice in relation to the operation of GHD's share plans and issue of securities in the region, management of all corporate governance activities for GHD's Americas subsidiaries, corporate structure advice, director education, maintenance of all corporate licences and hoc support for GHD's M&A team when undertaking acquisitions in the Americas (corporate due diligence). Advice in relation to the corporate governance, legal and regulatory obligations of GHD Foundation (registered charities) in the US and Canada is also required.

Requirements

• 10+ years legal experience in Canada corporate law firm and/or in-house environment.
• Relevant tertiary and professional qualifications (including admission in good standing to a US or Canada bar).
• Data savvy, with strong commercial/financial foresight or proven experience in deliver.
• Reputation for high levels of trust, discretion and confidentiality and a role model for GHD's values.
• Strong client focus and genuine desire to assist shareholders, board, and team members.
• Ability to engage in limited travel as needed.

Responsibilities

• Support the Enterprise Company Secretary in the provision of the corporate governance, legal and regulatory obligations in GHD Americas economic region (US, Canada, and Chile).
• Provide legal advice in relation to the US, Canadian and Chile share plans.
• Oversee share issues/transfers to ensure compliance with issuing exemptions is maintained and filings are current in all relevant jurisdictions.
• Respond to ad hoc shareholder queries in conjunction with Share Registry.
• Manage the Americas corporate structure, including attending to new corporate registrations and de-registrations of surplus entities.
• Deliver all company secretarial activities for GHD entities incorporated in USA, Canada, and Chile, including preparation of board agendas, board papers, minutes, and resolutions.
• Ensure director and shareholder meetings are convened in accordance with legal or other requirements.
• Coordinate board meetings, support the Chair and other directors, and follow up after meeting actions.
• Maintain corporate records and attend to regulatory filings.
• Advise the Americas subsidiary boards on good practice in corporate governance.
• Provide continuous learning opportunities for directors and officers of the Americas subsidiary companies.
• Develop and coordinate director inductions for Americas subsidiary companies.
• Support for Americas M&A due diligence, as required.
• Provide advice in relation to the corporate governance, legal and regulatory obligations of GHD's registered North American charities - GHD Foundation (USA) and GHD Foundation (Canada).
• Mentor and facilitate the development of the Assistant Company Secretary - Americas.
• Collaborate with the Americas Legal Team in managing Americas corporate license portfolio.
• Promote GHD's compliance framework to safeguard the integrity of the organization.
• Develop, implement, communicate and maintain compliance policies, processes, and procedures.
• Limited travel as needed.

What This Job Offers

• Industry: Food Services and Drinking Places