BNY Mellon Careers
Counsel, Senior Company Secretary
Overview of BNY Mellon:
BNY Mellon is a global financial services company focused on helping clients manage and service their financial assets, operating in 35 countries and serving more than 100 markets. BNY Mellon is a leading provider of financial services for institutions, corporations and high-net-worth individuals, providing superior asset management and wealth management, asset servicing, issuer services, clearing services and treasury services through a worldwide client-focused team.
The Bank of New York Mellon's Corporation’s Legal Department, as a trusted advisor, supports the Corporation's achievement of its goals by providing independent, high quality, timely and cost effective legal services and with a strong commitment to the Corporation's values. We provide this support by identifying, assessing, managing and mitigating legal risk and by anticipating and being responsive to the legal needs of the Corporation. We fulfil our responsibilities with professionalism, integrity and high ethical standards and through creation of an environment that promotes and encourages our professional growth and job satisfaction.
As Senior Company Secretary and Counsel, you will be part of the EMEA Office of the Corporate Secretary within the Legal Department with primary responsibility for ensuring that The Bank of New York Mellon SA/NV (the “European Bank”) and its committees (the Audit Committee, the Risk Committee, the Nomination Committee and the Executive Committee) comply with Belgian statutory/regulatory/governance requirements. You will also be required to provide company secretarial services to other BNY Mellon entities/branches located in Belgium and Luxembourg and contribute to the effective governance of these entities/branches.
You will also play a key role in various EMEA wide governance initiatives.
The position holder will be based in Brussels with some travel to foreign branches (in particular, Luxembourg).
The position holder will report to the Head of the EMEA Office of the Corporate Secretary and manage a Paralegal/Assistant Company Secretary and an Administrative Assistant and work alongside other lawyers in the team.
Company Secretarial & Governance Work:
- Managing and taking responsibility for the provision of company secretarial and governance services, advising senior stakeholders, directors, committee members and functional leads on a wide range of company law, regulatory and governance issues, in particular their responsibilities and duties.
- Monitoring changes in relevant legislation and the regulatory environment and taking action accordingly.
- Ensuring compliance with applicable laws/regulations, including developing plans to comply with them and to maintain effective corporate governance
- Maintaining and updating the statutory records, attending to company filings and publication formalities.
- Arranging shareholder meetings and preparing relevant resolutions.
- Assisting in reviewing, negotiating and approving for execution documentation, such as powers of attorney, letters of representation and authorised signatory lists (as required).
- Collaborating with members of the Office of the Corporate Secretary to ensure that information is shared in a timely and comprehensive manner and ensuring that the highest standards of corporate governance are maintained at all times.
Supporting Boards & Committees:
- Organising and being responsible for Board and Committee meetings, including preparing agendas, collating and circulating Board/Committee papers and preparing minutes for all Boards and Committee meetings as required.
- Supporting the Chairman and the CEO in ensuring the Board and its Committees function efficiently and effectively.
- Ensuring good information flows within the Board and its Committees.
- Assisting in initiatives around enhancing the quality of the Board/Committee materials and educating the producers of materials in how to write and deliver quality reports.
- Providing guidance, and being a strategic adviser, to the directors and management on banking and corporate law and other relevant corporate governance requirements, and playing an active role in the meetings.
- Preparing, drafting and maintaining Articles, Terms of Reference and governance policies/manuals and ensuring adherence to them by the Board and its Committees.
- Establishing a good working relationship with the European Bank’s independent non-executive directors (“INEDs”) and providing them with the appropriate level of support and guidance.
- Advising on the implementation of the new Belgian Companies Code.
- Providing company secretarial and corporate legal support in respect of corporate restructurings and M&A projects impacting the European Bank and its branches.
- Partnering with Regional Management on EMEA governance projects and helping to manage and implement key strategic decisions.
- Providing governance support to EMEA representative offices, including reviewing and approving powers of attorney.
- Working closely with the members of the local Legal team on any corporate legal initiative.
- Developing and maintaining relationships with functional leads and business partners across EMEA, e.g. Compliance, Finance, Internal Audit and Risk.
- On-boarding new directors and identifying and arranging training for the directors/committee members according to their needs.
- Coordinating with the local teams in foreign branches.
- Miscellaneous company secretarial and corporate law tasks as required from time to time.
- Previous company secretarial and governance experience gained from financial services, professional services or a multinational organization, or corporate law expertise gained in a law firm or an in-house environment (5+ years)
- Knowledge of company law and/or governance and banking regulation is key
- Well-developed interpersonal skills, with the ability to communicate/engage with (and become a trusted adviser to) senior management.
- Fluent in English with excellent writing skills
- Good knowledge of French (written & oral)
- Fully conversant with Word for Windows, Excel and PowerPoint and other relevant technology packages (i.e. Board Vantage, GEMS).
- Highly motivated self-starter with gravitas to maintain credibility with different stakeholders.
- Ability to display a culture of individual ownership of tasks with an individual sense of accountability in performing the role.
- Ability to write concise and accurate minutes.
- Well organised with strong attention to detail.
- Ability to work under pressure and to tight deadlines and balance competing and conflicting priorities.
- Confident, assertive, collaborative and “can do” attitude.
- Ability to work autonomously as well as part of a team.
- Proven experience working with highly sensitive and confidential information.
BNY Mellon is an Equal Employment Opportunity Employer.
Primary Location: Belgium-Brussels-Capital Region-
Internal Jobcode: 85115
Organization: Legal Affairs-HR06241
Requisition Number: 1816467