Securities and Governance Counsel & Assistant Corporate Secretary

The Securities and Governance Counsel and Assistant Corporate Secretary is responsible for overseeing all corporate governance and securities law compliance matters and providing legal counsel to the executive leadership team and the board of directors regarding these and other matters. This is a critical role that requires a deep understanding of legal and regulatory requirements and corporate governance trends and expectations, as well as extensive experience in managing corporate secretary functions for a publicly traded company.Responsibilities:Corporate Governance: Support the development and implementation of best practices in corporate governance, ensuring compliance with applicable laws, regulations, and listing requirements of the NYSE. Provide guidance on matters related to corporate governance, board composition, and committee structures.Board Support: Support the Corporate Secretary in preparing and distributing materials for board and committee meetings, drafting resolutions, managing board/committee communications, and recording meeting minutes. Coordinate with senior executives and board members to ensure effective communication and follow-up on board actions.Securities and Corporate Legal Advice: Provide expert legal advice and guidance on a wide range of matters, including but not limited to SEC filings (10-K, 10-Q and 8-K) and other securities law disclosures, stockholder proposals, stakeholder engagement, executive compensation disclosures, Section 16 filings, Section 13 filings, and other securities regulatory compliance matters (including conflict minerals disclosures). Collaborate with internal and external legal teams, other internal functions, such as Financial Reporting, Investor Relations, Treasury, Tax, Global Communications, Human Resources and Global Corporate Citizenship and Sustainability to manage legal risks effectively.Proxy Statement: Lead the process for preparing and filing the proxy statement, including the assembly of data and disclosures from around the Company.Social Impact and Sustainability: Supporting the preparation of the annual social impact and sustainability report and related disclosures with legal advice and guidance; support compliance with various sustainability requirements, e.g., CSRD in EU.Corporate Secretary Office Management: Support the Corporate Secretary in the day-to-day operations of the Corporate Secretary's office, ensuring efficient and accurate management of corporate records, documents, and filings. Establish and maintain effective processes and systems to support compliance with legal and regulatory requirements. Prepare and oversee the budget and manage expenses in the office and for the Board.Stockholder Relations: Collaborate with Investor Relations, Human Resources and GCCS to develop and implement strategies for effective stockholder communications and engagement. Respond to stockholder inquiries and support proxy statement preparation and annual meeting activities.Global Communications: Support the function in disclosure matters, including review of press releases, with legal advice and guidance.Travel: Occasional for offsite Board/Committee meetings; professional development.Education and Experience:Juris Doctor (J.D.) degree from an accredited law school.Admission to the bar in New York.Minimum of 12 years of experience practicing law, with a focus on securities laws and corporate governance, at a top-tier law firm and/or a large NYSE-listed public company.Corporate Governance Expertise:Comprehensive knowledge of corporate governance principles, practices, and regulations, including expectations of institutional investors and proxy advisory firms.Experience advising boards of directors, committees thereof, and executive management on governance matters.Legal and Regulatory Compliance:Strong understanding of securities laws associated with period reporting, securities offerings, insider trading, as well as Section 16 and Section 13 filings.Familiarity with stockholder proposals, executive compensation, and related SEC regulations.Corporate Secretary Functions:Proven track record in supporting or managing corporate secretary functions for a publicly traded company.Experience in maintaining corporate records, preparing board materials, and managing board communications.Professional Memberships:Membership in the Society for Corporate Governance or other relevant professional organizations.The anticipated base salary range for this position is $154,000 to $264,750. Exact salary depends on several factors such as experience, skills, education, and budget. Salary range may vary based on geographic location. In addition to base salary, this position is eligible for participation in a highly competitive bonus program with the possibility for overachievement based on performance and company results as well as participation in the share incentive plan.In addition, The Estée Lauder Companies offers a variety of benefits to eligible employees, including health insurance coverage, wellness and family support programs, life and disability insurance, retirement savings plans, paid leave programs, education-related programs, paid holidays and vacation time, and many others. Many of these benefits are subsidized or fully paid for by the company. #J-18808-Ljbffr

Created: 2024-12-11