Job Description
Job Description
The Director of Corporate Governance will oversee and manage all aspects of board and committee relationship and corporate governance processes and requirements, including substantive materials, administrative and logistical items.
PRIMARY JOB RESPONSIBILITIES :
Board and Committee Meeting Oversight and Coordination
- Responsible for end-to-end ownership of the administration of board and committee meetings for the Organization and its subsidiaries, including setting agendas and prepping board chairs, creating and distributing materials, sending meeting reminders, room / Zoom setup, handling meeting logistics and catering, etc.
- Lead the planning and coordination of Board and Committee meetings, including arranging and scheduling meetings, agenda preparation, review of materials and ensuring timely delivery of materials to Board and Management
- Prepare notices of meetings and document meeting transactions in a manner that accurately and appropriately describes board’s or a committee’s evaluation of material issues
- Serve as liaison with meeting speakers or other special guests regarding presentation topics, PowerPoints and other materials, meeting schedule, travel and logistics;
- Research meeting locations and location-specific activities in coordination with the Chief Legal Officer and oversee site preparations for meetings, including any emergency and safety preparations, protocols and audio / visual set-up;
- Oversee coordination of meeting logistics, including travel arrangements for board and staff attendees, tracking Director attendance, ground transportation, and lodging arrangements, organizing and shipping or transporting all supplies needed for meetings;
- Schedule run-throughs for board meetings with Board and Committee Chairs and with management regarding presentations and possible other events taking place at the board meeting;
- Ensure that Directors receive technical assistance or training on how to use video conference systems, other webinar platforms, and any other technical assistance as needed.
Board Communication and Governance Materials
Effectively collaborate with the executive and leadership team and at all levels across the Enterprise to build, compile and develop comprehensive and compelling board and committee presentation and communication materials that span functions and groups (e.g. pre-reads, “day off” presentations, and any other materials to be presented to the Board or Committees) for each board and committee meeting and at other times as needed, including :Establishing and maintaining a schedule for submission and review of draft materials to be included in Board and Committee books;
Ensuring proper proof-reading and copy editing of draft materials to eliminate errors and insure consistency, hiring independent contractor support as needed; andAssisting with developing written materials on Organization’s work and collaborating with others to repurpose relevant and appropriate materials to provide additional program-related content.Managing Board communications and information flow in coordination with leadership, staff and internal communications, including preparation and oversight of quarterly board reports.Providing relevant corporate governance information and practices to Directors as members of its Board;Attend Board and Committee meetings, and be responsible for taking minutes for board meetings and tracking meeting follow up items;Develop and update Board orientation and education materials and facilitate the orientation of new Directors and assist in Director training and development;Coordinating with other departments (e.g. Information Technology, Compliance, Finance) to provide and document annual and ad hoc trainings, and tracking of payments and benefits.Maintaining Board, Committee, and Governance Records :
File and maintain corporate organizational documents and minutes, work with Corporate Secretary to gain a thorough knowledge on interpreting and applying bylaw provisions and the company’s business and history;Oversee governance portals and ensure timely posting of materials.Manage and summarize conflict of interest disclosures as part of annual disclosure process;Organize and maintain updated board files within the shared executive drive;Maintain system for filing key corporate documents and records;Maintain a corporate database and track / document information about directors, officers and Key Employees including election / appointment and departure dates, terms, committee membership, contact information, giving, board attendance, and interactions other pertinent information of the organization and its subsidiaries;Track and coordinate with others regarding board and committee compensation, expense reimbursement, and benefit matters.In conjunction with the legal, regulatory and finance functions, assist in managing non-profit disclosures and compliance with state lawsAccountable for subsidiary corporate governance compliance with requirements and bylaws, including preparing and reviewing minutes and consents of subsidiary corporations as appropriate and / or required by bylaws.General Corporate Governance Duties.
Stay current with and monitor board governance developments and practices to develop Enterprise specific governance practices to meet the Enterprise and Board's needs.Work with legal counsel to advise and support the Board and its committees on its roles and responsibilities.Other duties as assigned.Required Experience and Skills
Minimum education level - Bachelor’s Degree10 years of board and corporate governance related experience, preferably in the nonprofit space.Strong interpersonal and communication skills including ability to build trust, influence, and foster positive relationships with board members and diverse team members.Strong organizational and project management skills and ability to lead and track corporate governance requirements, including board and committee communications, conflict of interest process, and other governance related projects of varying timelines simultaneously.Ability to effectively collaborate, influence, manage and leverage outside resources as needed.Observes and manages confidentiality without exception.Strategic thinker, data-driven and analytical in approach to solving problemsComfortable leading from behind and supporting the person in the spotlight; thrives on helping others be their best selves and anticipating their needs before they are spoken.Excellent communicator with ability to interface with people at all levels, internally and externally, with clarity and direction in both verbal and written communication, but also in decks and other collateral.The specific statements shown in each section of this description are not intended to be all-inclusive. They represent typical elements and criteria necessary to successfully perform this position.
In accordance with CareQuest Institute for Oral Health’s Compliance Plan, all employees must conduct CareQuest Institute for Oral Health business and activities in accordance with applicable laws, regulations, professional standards and ethical standards and report potential compliance or ethical issues to CareQuest Institute for Oral Health’s designated Compliance Officer.CareQuest Institute for Oral Health’s Affirmative Action Program affirms our commitment to make reasonable accommodation for known physical or mental limitation of otherwise-qualified individuals with disabilities or special disabled veterans, unless the accommodation would impose an undue hardship on the operation of our business and activities. Please see Human Resources for additional information regarding this program.
