Corporate Governance, Ethics and Compliance Manager - Houston, Texas

Company/Organization: Bristow Group

Position: Management

Job Type: Permanent

Posted: 11/25/2024 10:20:54 PM

Description:

The Corporate Governance, Ethics and Compliance Manager will assist the Legal Department with various corporate governance, compliance and transactional matters. The Corporate Governance, Ethics and Compliance Manager will be responsible for preparing and maintaining corporate documents, entity electronic and other corporate records documentation, assisting with mergers and acquisitions, financing and aircraft leasing transactions, conducting legal research, assisting with management of the Ethics and Compliance Hotline, liaising with external legal counsel and ensuring compliance with state and federal regulations, including filings with the U.S. Securities and Exchange Commission (“SEC”) and the New York Stock Exchange (“NYSE”).

PRINCIPAL RESPONSIBILITIES:

• Supports the corporate secretary and governance function for the public company and all domestic and certain foreign (non-U.S.) subsidiaries by drafting resolutions and minutes at the corporate and subsidiary levels for: election of officers and directors, updating of banking requirements, and any other events requiring formal approval pursuant to governing documents and/or laws; preparing documents for qualification and withdrawal of entities in foreign jurisdictions; drafting and maintaining powers of attorney; registering entity branches; making annual filings; and filing amendments to corporate organizational documents.
• Supports the corporate secretary and governance function for the public company and all domestic and certain foreign (non-U.S.) subsidiaries by drafting resolutions and minutes at the corporate and subsidiary levels for: election of officers and directors, updating of banking requirements, and any other events requiring formal approval pursuant to governing documents and/or laws; preparing documents for qualification and withdrawal of entities in foreign jurisdictions; drafting and maintaining powers of attorney; registering entity branches; making annual filings; and filing amendments to corporate organizational documents.
• Serves as a primary contact with the public company board of directors and assists with the preparation and posting to Diligent Boards of materials for the board of directors.
• Assists in the formation and dissolution of corporate entities.
• Supports mergers and acquisitions, financing and aircraft leasing transactions, including due diligence and document preparation.
• Ensures required governmental filings are completed in a timely manner and entities are in compliance with applicable laws and regulations.
• Manages and organizes corporate legal files and databases.
• Contributes to strategic planning initiatives and assists with implementation of various information and/or administrative systems.
• Manages the entry, tracking, and management of information related to the Company’s various subsidiaries and affiliates, which resides in the Global Entity Management System (GEMS) database.
• Assists in preparation for the annual meeting of stockholders of the public company and project management of the proxy statement, including establishing a calendar, preparing annual director and officer questionnaires, gathering information to update the proxy statement, setting up the proxy statement in Workiva Wdesk electronic system, coordinating with internal departments and external service providers to manage the administration of the proxy statement, drafting of annual meeting documents and coordinating set-up for the annual meeting.
• Prepares SEC filings for Section 16 officers and directors and maintains related beneficial ownership records, coordinates the filing of Form 8-K current reporting which may be required and assists in aspects of ongoing Form 10-Q quarterly and Form 10-K annual reporting activities of the public company, including.
• Administers the global Ethics and Compliance Hotline and supports the Chief Compliance Officer with related investigations.
• Assists with respect to quarterly compliance reporting of the Chief Compliance Officer to the Board of Directors, including gathering and organizing information to prepare the report.
• Assists in maintaining and updating various corporate policies, including compliance and ethics processes and training materials.
• Potential research and review of developments in a variety of legal areas, including public company, corporate governance, and compliance.
• Provides high level paralegal and administrative support with minimal supervision; demonstrates exceptional organizational skills and handles various legal tasks with strong attention to detail. Must have strong written and oral communication skills, ability to meet deadlines and manage multiple tasks within a fast-paced environment.
• Coordinates with internal departments and external counsel as needed.
• Assumes additional responsibilities for supporting other members of the Legal Department, as needed or directed.

Qualifications:

• Bachelor’s degree (preferred) or Associate’s degree (required) in a related field
• Paralegal Certificate from an ABA accredited institution or program (required)
• Advanced level of English knowledge (required)

Experience:

• Minimum of eight (8) years corporate paralegal experience in a public corporation (strongly preferred), private company, or law firm
• Minimum of two (2) years of hands-on entity management experience of U.S. and non-U.S. subsidiaries
• Current notary commission in the State of Texas

Skills:

• Ability to serve as administrator of GEMS, Diligent Boards and other electronic systems preferred
• Proficient in the use of the Microsoft Office Suite (e.g., MS Word, Excel, Outlook and PowerPoint)
• Must have the confidence and ability to work independently in a fast and dynamic environment
• Must be flexible and have the ability to adjust to sudden changes in work priorities.
• Excellent analytical skills and the ability to render persuasive, diplomatic, practical, creative and at all times legally compliant advice in a timely fashion
• Excellent written and oral communication skills, especially of complex issues and attention to detail and accuracy
• Strong ability to communicate effectively with a wide variety of audiences, including senior management and key internal and external stakeholders
• Ability to keep a level head when working under pressure
• Excellent interpersonal skills and culturally aware
• Must have the awareness to know when to lead and when to be a team player
• Ability to work creatively and apply defined systems of work
• Dedicated to promoting a positive image of the organization
• Proactive and enthusiastic with a positive outlook and approach to problem solving
• Has a strong service orientation and ability to establish and maintain working relationships with peers, business units, leaders, a wide array of associates, and clients, while maintaining a strong compliance culture
• Trustworthy and able to safeguard confidential and sensitive information

Bristow Group is an Equal Opportunity Employer, all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, disability, or status as a protected veteran.

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