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Legal Services Manager, Asst Corporate Secretary Job

Date: Apr 14, 2021

Location: Duluth, GA, US

Company: AGCO

Job Summary

The Legal Services Manager and Assistant Corporate Secretary will be responsible for working directly with the General Counsel, Corporate Secretary to manage Board of Directors requirements, corporate governance, SEC and public company affairs and general corporate legal matters.

 

Job Responsibilities

• Serve as an Officer of AGCO Corporation with associated responsibilities and duties related to Board and stockholder matters.

• Organize and coordinate materials for meetings of Board of Directors and Board Committee Meetings, including coordinating logistics and planning with the assistant to the CEO.

• Assist with preparation of Board Committee agendas, meeting packages, other Board distributions. Coordinate posting of materials through Board Vantage.

• Prepare minutes for Board Committee meetings, coordinate execution, keep corporate minute books and maintain hard copy Board files.

• Manage director and executive officer stock compensation matters, including transfer agent for annual equity awards issuances and releases upon vesting, new director awards, annual deferral elections. Ensure director and

   executive officer compliance with stock ownership requirements.

• Coordinate new director on-boarding, assist with annual Board evaluations and annual Board training.

• Manage corporate governance policies including Corporate Governance Principles, Committee Charters, and ensure update of Investor and Corporate website.

• Manage corporate governance databases of proxy advisory firms (ISS, etc.) provide information to firms, and obtain periodic governance reports (e.g., ISS’ QuickScore).

• Prepare and distribute annual Director and Officer Questionnaires and related Proxy items.

• Prepare and file Section 16 filings (Forms 3, 4, and 5) for all Executive Officers and Directors. Ensure individual and corporate compliance with public company regulations.

• Manage Insider Trading Policy, including maintaining blackout lists, preparing blackout notices, responding to trading requests and inquiries, coordinating preclearance requests, and maintaining files.

• Support SEC periodic reports, in particular exhibit lists for 10-K, 10-Q, and 8-K reports.

• Work with Finance and Human Resources to prepare annual Proxy Statement. Coordinate Annual Shareholder Meeting process, task list and calendar, annual meeting documentation, meeting logistics, shareholder record, vote

   tabulation, etc.

• Coordinate with Transfer Agent and brokerage firms globally on stock record matters, equity awards, signing authorities, and related matters. Manage DTC listing matters, and coordinate with Investor Relations Department as

   appropriate.

• Maintain corporate records, including books and records of the Company and its subsidiaries and annual reports, including minute books for Board and Committees and management committees.

• Manage organizational resolutions (including annual consents), subsidiary restructurings, changes in officers and directors, formations/dissolutions, etc.

• Coordinate with Tax and Treasury Departments regarding dividends and distributions.

• Coordinate state filings, including annual reporting, of company and subsidiaries, and foreign qualification filings. Maintain relationship with outside vendor (CT Corp) and maintain annual reporting database.

• Support Compliance Program Matters (e.g., Alertline) and, to the extent needed, assist Chief Compliance Officer with quarterly reports to Audit Committee, annual compliance report, and reports to committees.

• Monitor and maintain Law and Department Policies and Manuals on company intranet site, and respond to inquiries regarding same.

• Support Law Department participation with Risk Management (Claims) committee, including attending meetings and litigation support.

 

KPI's

• Ensure compliance with Section 16 U.S. Securities and Exchange Commission obligations

• Source information, draft and finalize General Counsel Report and related committee materials and ensure meeting minutes are filed with corporate records

• Timely preparation of script and materials required to conduct shareholders’ meeting by the Corporate Secretary. Assist and provide information as required for the Proxy statement and the Annual Report

• Timely distribution and response to calls relating to the Ethics and Compliance Alertline.

• Timely distribution and transfer of stocks to brokerage accounts  for members of the Board of Directors and other Company Employees.

 

Minimum Qualifications Required

• Minimum of 10 years experience in corporate legal environment or law firm

• Experience in dealing directly with senior management and corporate Board members on

   governance issues

• Knowledge of legal research systems and research principles

• Bachelor’s degree business or Law and post-graduate or continuing education preferred

• Knowledge of corporate law and litigation practice

• Excellent communication skills

• Ability to interact with a variety of internal and external clients, both international and

   domestic

• Abilty to analyze details, combine facts and apply legal principles to resolve issues and

   ensure compliance

 


Nearest Major Market: Atlanta

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