Legal Counsel, Corporate Governance

Overview

This role provides independent, high-quality legal and corporate governance support to the Head of Corporate Governance and the Office of the Corporate Secretary. It ensures the effective operation of Board, Committee, and subsidiary governance across the organization. The position is responsible for the end-to-end execution and continuous improvement of governance processes, supports compliance with global corporate and regulatory requirements (including insurance-specific obligations), and acts as a trusted subject matter resource to internal stakeholders. The role operates with minimal supervision, exercises sound professional judgment, and contributes to improving governance frameworks, processes, and outcomes across the group.

Responsibilities

Board & Committee Governance

• Lead governance workstreams for specific Boards or Committees and advise on non-standard governance issues
• Independently manage significant elements of Board and Committee operations, including agendas, materials, resolutions, written consents, and minutes
• Draft, review, and refine complex governance papers and board documentation, applying judgment where precedent may be limited
• Advise senior management on governance requirements within Board and Committee charters and delegated authority frameworks
• Track, manage, and drive closure of governance actions and follow-ups
• Serve as a key point of contact for stakeholders on routine governance matters

Subsidiary Governance & Corporate Secretarial Accountability

• Manage defined portions of the global subsidiary portfolio, including entity maintenance, director/officer changes, filings, and corporate records
• Provide governance advice on entity formation, restructuring, and dissolution activities
• Manage relationships with external corporate secretarial providers and internal stakeholders
• Ensure accuracy and integrity of governance data within governance platforms (e.g., Diligent Entities or equivalent)
• Develop and improve subsidiary governance models, processes, and controls using best practices and regulatory insight
• Transition governance frameworks and programs from acquired groups into the existing governance structure
• Independently run established subsidiary governance processes such as director and officer onboarding/offboarding, subsidiary change requests, accountability framework sign-offs, and intragroup corporate transaction tracking

Governance Compliance, Regulation & Advisory

• Advise senior management on compliance with corporate governance policies, Board and Committee terms of reference, delegated authority frameworks, and insurance-related governance requirements
• Monitor and interpret regulatory and governance developments, highlight risks, and propose pragmatic responses
• Support development and implementation of enhanced governance standards and best practices
• Resolve complex governance issues, including conflicts of interest related to investor groups and related party transactions

Regulatory & Corporate Filings

• Prepare and coordinate complex regulatory and governance filings, including Group Register and Change Register, Quarterly Subsidiary Listings, Schedule Y, Group BSCR, ESG disclosures, ESA, and annual government fee filings
• Ensure filings are accurate, timely, and compliant with regulatory expectations

Cross-Functional Legal & Strategic Support

• Lead governance input on intragroup transactions
• Collaborate with Finance, Risk, Compliance, Operations, and M&A teams on governance-related matters
• Provide corporate legal advice within delegated authority, escalating as needed
• Serve as a governance resource for colleagues with less experience

Process Improvement & Knowledge Leadership

• Identify and implement process improvements across governance activities
• Enhance templates, guidance notes, and governance documentation
• Support legal operations and technology initiatives, proposing automation or efficiency improvements
• Share knowledge, coach or train junior colleagues, and contribute to team capability building

Requirements

• Qualified lawyer (or newly qualified), admitted in a relevant jurisdiction
• 3-5 years’ experience at a law firm or in-house, preferably with a corporate, governance, or regulatory focus
• Strong interest in corporate governance
• Foundational knowledge of corporate law, governance principles, and Board processes
• Awareness of corporate governance frameworks and regulatory environments, ideally in insurance
• Strong legal research and drafting skills, including resolutions, minutes, and memos
• Experience managing multiple tasks or projects simultaneously
• Prior interaction with internal stakeholders or clients
• Familiarity with governance platforms (e.g., Diligent or similar board portals) preferred
• Experience supporting projects or process improvement initiatives is advantageous

Compensation & Benefits

• Target base salary range: $130,000 - $150,000 (full-time equivalent, dependent on location and experience)
• Comprehensive Medical, Dental, and Vision healthcare for single and family coverage
• Virtual access to board-certified doctors and pediatricians 24/7 for urgent care
• Health Savings Account (HSA) or Flexible Spending Account (FSA) options
• Dependent Care FSA for daycare expenses
• Employee Assistance Programs (EAP) for health and well-being
• Optional Pet and Home/Auto Insurance
• Wellness Reimbursement program (up to $600 annually for wellness-related expenses)
• 401(k) retirement plan with company match up to 6% of employee contribution
• One paid annual volunteer day

Location

This role is part of a global organization with operations across major insurance hubs. Specific location details will be provided during the hiring process.