Senior Manager, Corporate Governance

Senior Manager, Corporate Governance

Senior Manager, Corporate Governance role at Toronto Hydro.

Within Toronto Hydro’s public ownership and regulated governance context, responsible for corporate governance systems, policies, and processes for the organization. S/he acts in the best interest of the stakeholders and works within a system of checks and balances that facilitates accountability among the organization’s internal and external stakeholders, Executive Leadership Team, business units, fraud, policy and other committees, Board of Directors and Board Committees.

The incumbent provides strategic, expert legal advice in the development and implementation of operational, managerial and financial strategies to facilitate good corporate governance.

• Maintains the systems to effectively monitor and manage corporate governance.
• Understands issues of board governance and decision-making as well as the legal implications of a wide variety of key operational issues.
• Supports alignment and consistency of board documentation, materials and disclosure requirements.
• Maintains Board policies and procedures and controls to address compliance with key laws and regulations applicable to the organization, as well as reputational risks and stakeholder management goals.
• Supports good governance practice and systems at the subsidiary and committee level.
• Responsible for implementing corporate governance projects to improve Board-level service.
• Facilitates annual internal board assessment and reporting to the Chair.
• Acts as assistant corporate secretary and leads day to day corporate secretariat activities in managing board meetings, taking corporate minutes and developing corporate records.
• Awareness and monitoring of corporate business activities and internal controls which feed into Board governance activities.
• Lead liaison to the City and its legal team in respect of Shareholder Direction governance matters.

• Maintains the corporate policy and process document administration function, including maintaining the repository of all policies, and standard operating procedures for enterprise critical functions.
• Facilitates ongoing processes for reviewing and updating documentation and presentation to the quarterly Policy Administration Steering Committee meetings and relevant Board entity.
• Responsible for day-to-day compliance with the organization’s Disclosure Policy and develops and implements controls for applying compliance to external communications.
• Ensures policy and administrative practices remain in alignment with legislative requirements and that the organization utilizes best practices to develop communications that mirror corporate strategy, policy orientation and regulatory direction.
• Legal and strategic support for all reporting issuer continuous disclosure compliance requirements.

• Provides expert advice and advises on changes in corporate law and extends corporate legal support in all major corporate projects and transactions.
• Supports operational objectives in line with the organization’s strong internal controls and risk management system and guides leaders in the decision-making processes to achieve operational, managerial and financial goals.
• Proposes and advises on corporate structuring matters for strategic, taxation and operational purposes, and understands the corporate covenant and legal restrictions on the same while presenting solutions.
• Undertakes research and prepares memos and opinions on material items to the Board and executive.
• Leads expert external counsel in such matters.
• Considers a wide array of concerns, including business efficacy when expert legal providing advice.
• Takes a consultative approach to balance the interests of the different stakeholders.

• Provides legal and business support in all of the organization’s corporate finance activities, including in respect of credit agreements, Shelf prospectuses, Debenture offerings and commercial paper as well as all dividend-related activities.
• Provides legal guidance in respect of…