Assistant General Counsel - Chief Governance Officer

Assistant General Counsel - Chief Governance Officer Danbury, CT, United States | req27806 What you will enjoy doing* In this role, you will serve as the senior executive responsible for the company’s corporate governance framework, ensuring effective functioning of the Board of Directors and its committees while promoting the highest standards of integrity, transparency, and regulatory compliance This role is a key advisor to the Board, CEO, CLO and executive leadership on governance strategy, corporate law matters, and stakeholder engagement You will manage all aspects of board operations, corporate recordkeeping, securities compliance, and governance‑related disclosure You will manage the support and preparation of materials for meetings of the Board of Directors and its Committees, including drafting agendas, narratives and proposed resolutions and coordinating with the CEO and senior executives on presentations and related materials Oversee the company’s corporate governance framework, policies and best practice benchmarking Advise the Board, CEO and senior management on emerging governance trends, regulatory changes, and institutional investor and proxy advisory firm expectations Ensure compliance with SEC, Nasdaq and other applicable regulatory filing and disclosure requirements (including without limitation requirements applicable to the company under Irish law) Oversee preparation and filing of annual proxy statement, Section 16 filings, and governance‑related disclosure in 10-K and 10-Q report Provide governance input into annual reports and stakeholder communications You will manage annual meeting of shareholders, including shareholder proposals and voting processes and support shareholder engagement efforts and governance‑related investor communications Management of corporate secretary recordkeeping, including form documents, Board minutes and materials, attendance records and documentation related to directors and officers Maintain clear and regular engagement with senior leaders in the Law Department and, as appropriate, members of the Board of Directors, other corporate stakeholders, and external entities Compile and distribute Board and Committee meeting books and materials electronically through BoardVantage Manage and oversee director compensation program, including deferrals is part of your role Manage the drafting, distribution and collection of D&O questionnaires, including without limitation as it relates to director and office equity holdings Manage the onboarding process for new directors, as well as to maintain and manage the company’s insider trading policy, including stock trading windows and blackout notices Also, you will oversee entity management and corporate services, including incorporations, amendments, qualifications, withdrawals, name changes, and tracking registrations / filing reports Maintenance of the company's subsidiaries and their respective state and other licenses What Makes You Great A Juris Doctor degree from accredited U.S. law school, plus admission to at least one state bar is required plus 12+ years of experience in corporate governance, corporate law and securities regulation; prior experience serving as corporate secretary or deputy preferred Proven track record supporting public company boards and executive leadership teams Deep understanding of SEC and stock exchange rules, corporate governance best practices and fiduciary duties Exceptional judgment and integrity You have strong communication skills and ability to interact effectively with directors and senior leaders Ability to effectively and confidentially manage complex and/or sensitive matters Leadership presence and ability to influence across the organization What we offer you! Linde offers competitive compensation and an outstanding benefits package. Enjoy access to health, dental, disability, and life insurance, paid holidays and vacation, 401(k) matching, pension benefits, an employee discount program, and opportunities for educational and professional growth. Additional compensation may vary depending on the position and organizational level. Build your future with us while making an impact every day! Equal Employment Opportunity All qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, age, disability, protected veteran status, pregnancy, sexual orientation, gender identity or expression or any other reason prohibited by applicable law. The above statements are intended to describe the general nature and level of work being performed by employees assigned to this classification. They are not intended to be construed as an exhaustive list of all responsibilities, duties and skills required of employees assigned to this position. Therefore employees assigned may be required to perform additional job tasks required by the manager. #J-18808-Ljbffr Linde