Director, Global Corporate Governance and Assistant Corporate Secretary

Overview

Job Details: Job Summary:
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.

• 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.

• 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…