Director, Board Services (Deputy Corporate Secretary)
Toronto
Legal – Legal /
Full Time /
Hybrid
Join a Challenger
Being a traditional bank just isn’t our thing. We are big believers in innovating the banking experience because we believe Canadians deserve better options, and we challenge ourselves and our teams to creatively transform what’s possible in banking. Our team is made up of inquisitive and agile minds that find smarter ways of doing things. If you’re not afraid of taking on big challenges and redefining the future, you belong with us. You’ll get to work with people who will encourage you to reach new heights. We like to keep things fun, ask questions and learn together.
We are a big (and growing!) family. Overall we serve more than 370,000 people across Canada through Equitable Bank, Canada's Challenger Bank™, and have been around for more than 50 years. Equitable Bank's wholly-owned subsidiary, Concentra Bank, supports credit unions across Canada that serve more than 5 million members. Together we have over $100 billion in combined assets under management and administration, with a clear mandate to drive change in Canadian banking to enrich people's lives. Our EQ Bank platform (eqbank.ca) has been named the top Schedule I Bank in Canada on the Forbes World's Best Banks 2023, 2022, and 2021 lists.
The Work
Role is responsible for coordinating activities relating to the Board of Directors and its interaction with senior management. Specifically, providing support to the Board of Directors of all entities within the EQB Inc. corporate hierarchy in ensuring the respective Boards discharge their fiduciary and statutory duties, complies and functions its decisions are implemented. Serves as a primary point of contact with members of the Board; responsible for ensuring minutes accurately reflect the Board’s decisions; and instrumental in ensuring that the Bank and its subsidiaries and affiliates meet their respective regulatory and statutory requirements.
Core Parts Of the Role Would Be To:
- Board Services
- With the Corporate Secretary, lead the implementation and execution of the corporate and business governance arrangements for all Board and Committee meetings of the Bank and its affiliates and subsidiaries.
- Regularly benchmark director compensation and director share ownership requirements, analyse data and report findings to the Board.
- Under the direction of the Corporate Secretary, organize, attend and take minutes of all board and committee meetings. Responsible for tracking action items and status of follow-up/completion, and for managing and maintaining the integrity of all corporate records and minutes of Board and Committee meetings.
- Monitor and evaluate the implementation of Board governance policies and processes and recommend options for enhancements or to address identified issues or deficiencies.
- Support the onboarding of new directors to the Board, including conducting the suitability and independence assessments, managing the preparation and maintenance of onboarding material in the board portal, and overseeing director orientation.
- Manage the necessary arrangements for Directors that are stepping down from the Board, which includes ensuring appropriate notifications to regulators and overseeing the redemption of the director’s deferred share units
- Manage the administration of the board portal (Diligent) which includes: uploading board-related materials, ensuring that all board-related materials (including current policies, key governance documents and reference materials) are available to directors, and to organize and maintain the Diligent portal to ensure optimal efficiency.
- Crafting resolutions that accurately reflect the decisions of board/committees.
- Oversee Directors’ quarterly remuneration and expense reimbursement processes.
- Maintain and update governance documents and director bios on the corporate website.
- Ensure timely and accurate information regarding decisions and requests for action arising from board and committee meetings.
- Design and distribute board assessment questionnaires to directors (annually) as directed by the Corporate Secretary.
- Maintain workplans for the Board and Board committees of the Bank which are tracked to the mandates / regulatory requirements of each company, follow-up matters from prior meetings or as requested by the respective Chairs, to ensure that each requirement is met.
- Support Corporate Secretary in the preparation, content, filing and distribution of proxy materials, including the management information circular. Manage all timelines as required by securities regulations, and prepare submissions to the Board and its Committee as appropriate.
- Support Corporate Secretary, and other members of the team, in planning and executing the annual meeting of shareholders, including monitor the shareholder vote for special business that requires a certain voting percentage in order for the vote to pass, and take any necessary action.
- Plan and coordinate director education processes.
- Liaise with proxy advisory firms on corporate governance related matters.
- Subsidiary Governance
- Organize, attend and take minutes of all board and committee meetings. Responsible for tracking action items and status of follow-up/completion of agenda items, and for managing and maintaining the integrity of all corporate records and minutes of meetings of the Boards of Directors.
- Produce subsidiary governance reports for presentation to the appropriate Bank Board Committee.
- Oversee the registration, extra-provincial registration and licensing of the EQB Inc.’s subsidiaries in the home and other jurisdictions across Canada.
- Prepare and maintain workplans for the Board and Board committees of the Bank’s subsidiaries and affiliates, tracked to the mandates / regulatory requirements of each company, to ensure that each requirement is met throughout the Board year or on the approved Board cycle.
- Monitor best practices in subsidiary governance and make recommendations for procedural improvements.
- Prepare and maintain board governance materials, including agendas, mandates and policies.
- Corporate Services
- Understand and fulfill all statutory reporting, compliance and disclosure requirements for the EQB Inc., its wholly-owned subsidiaries, and all directors and officers of these companies under the Bank Act / Trust and Loan Companies Act / Business Corporations Act (Ontario) / Canada Business Corporations Act / Toronto Stock Exchange / Securities Act (Ontario) and Canadian Securities Administrators.
- Oversee and manage insider reports for directors and officers in accordance with regulatory provisions and the maintenance of EQB Inc. profile on SEDI.
- Oversee the preparation and filing of public company documents, including the annual information form, material change reports, etc., report on voting results, on SEDAR and SEDI.
- Draft documentation in support of corporate transactions and proceedings, including incorporations, continuances, director/officer changes, issuances / transfers / redemption of shares, changes to authorized capital, and dividend declarations.
- Monitor shares reserved on the Toronto Stock Exchange for issuance under EQB Inc.’s long-term incentive plans and prepare necessary board and/or shareholder documentation for any increase to the respective reserves.
- Liaise with the transfer agent, Odyssey Trust and the Toronto Stock Exchange as necessary.
- Collaborate with business units on public disclosure requirements and documents, and legal transactional matters.
- Respond to requests for corporate information and records from business units, internal or external auditors, consultants or legal advisors to the Board Committees, etc.
- Other
- Manage, mentor and train other junior members of the department
- Document controls/processes described above
Let's Talk About You!
- The requirements listed below are representative of the knowledge, skill, and/or ability required.
- University/college degree. Legal degree would be an asset but not a requirement.
- 10-15 years of experience working with corporate governance procedures and legal requirements of boards of directors, some of which should be in the financial services industry.
- Solid knowledge and understanding of corporate governance matters, Board protocols and procedures, as well as the roles, responsibilities and legal requirements of a board of directors and each Board Committee with the ability to apply concepts of law and governance to make quick, innovative decisions to resolve problems or issues.
- Extensive knowledge and thorough understanding of the Bank Act/Trust and Loan Companies Act, OSFI Guidelines, Business Corporations Act (Ontario) / Canada Business Corporations Act, securities legislation and stock exchange requirements.
- Ability to read and understand company articles, by-laws, share provisions and prospectus requirements.
- Deep knowledge of Compliance rules, regulations and processes.
- Excellent organizational and prioritizing skills.
- Highly developed minute-taking and related skills as recording secretary in board meetings. Minutes should reflect the deliberative process including reliance on business judgment rule and the extent of challenge and sufficiently detailed to establish a due diligence defense in case of a later dispute; documents presented and considered, reliance on advisors, accurate decision-making, conflicts of interest and director dissents, whether the directors participated in a privileged discussion, etc.
- Superior written and verbal communication skills.
- Initiative, confidence and sound judgment to be able to work with all levels of organization including senior management and the Board of Directors.
- Sensitivity and intuition toward CEO and directors thoughts and feelings
What we offer [For full-time permanent roles]
💰 Competitive discretionary bonus
✨ Market leading RRSP match program
🩺 Medical, dental, vision, life, and disability benefits
📝 Employee Share Purchase Plan
👶🏽 Maternity/Parental top-up while you care for your little one
🏝 Generous vacation policy, personal days and even a moving day
🖥 Virtual events to connect with your fellow colleagues
🎓 Annual professional development allowance and a comprehensive Career Development program
💛 A fulfilling opportunity to join one of the top FinTechs and help create a new kind of banking experience
The incumbent will be working hybrid and in office time will be spent working from Equitable Bank’s additional office space located at 351 King Street East, Toronto, ON.
Equitable Bank is deeply committed to inclusion. Our organization is stronger and our employees thrive when we honour and celebrate everyone’s diverse experiences and perspectives. In tandem with that commitment, we support and encourage our staff to grow not just in their career path, but personally as well.
We commit to providing a barrier-free recruitment process and work environment for all applicants. Please let us know of any accommodations needed so that you can bring your best self to the application process and beyond. All candidates considered for hire must successfully pass a criminal background check and credit check to qualify for hire. While we appreciate your interest in applying, an Equitable recruiter will only contact leading candidates whose skills and qualifications closely match the requirements of the position.
We can’t wait to get to know you!
