This is an exciting role on our global Secretariat team that will suit an ambitious professional who is seeking experience and who enjoys a diverse and dynamic set of responsibilities. Our global Secretariat team is currently comprised of 20+ members and is responsible for best practice corporate governance activities across the group. This role’s key responsibilities include (i) corporate subsidiary governance compliance in our North America region and (ii) assistance with certain Willis Towers Watson Public Limited Company’s reporting obligations, including SEC filings, such as Section 16 filings and the proxy statement, and Irish CRO filings, such as director filings, the annual report, and the Irish Statutory Accounts.

This role will get to be part of a high performing, global team of governance professionals. We in the Office of the General Counsel (“OGC”) believe that diversity of opinion, approach, perspective and talent are the cornerstones of a thriving and innovative team. OGC is therefore committed to promoting a culture of diversity and inclusion where all colleagues are treated with respect and afforded fair and meaningful career opportunities.

Note: Employment-based non-immigrant visa sponsorship and/or assistance is not offered for this specific job opportunity.

The Role

North America Co-Regional Governance Manager

Oversee governance for ~50 of the ~80 North America WTW subsidiaries including the US, Canada and two Caribbean entities, in conjunction with the North America Co-Regional Governance Manager Respond to requests for support for North America entities and ensure such entities are in compliance with local law, including their governance documents (e.g., Articles of Incorporation, Bylaws, and LLC Company Agreements), and Secretariat’s internal Subsidiary Governance Guidelines Support requests for entity-related documentation, including in relation to transactions or requests from internal functions such as Tax, Treasury, and HR Coordinate with internal stakeholders on various M&A transactions and entity consolidation projects, including among other things, organizing and collecting entity data, obtaining necessary board approvals, and providing secretary certificates, organizational documents or other required documentation  Prepare resolutions as needed for annual consents, dividends, projects, officer appointments and director elections, and collect any required information in connection with director appointments, including coordinating fingerprinting processes  Provide support for WTW foreign entities with North America parent(s) for execution and notarization of proxies, powers of attorney, authentications to foreign embassies, obtaining apostilles and POAs, among other documents Keep information current for North America subsidiaries in the Diligent Entities software (Diligent) and in internal files, and complete Healthchecks and review manager cycles on the Diligent tool, as required In conjunction with your North America Co-Regional Governance Manager counterpart, continue to manage the relationship with the outside vendor on state filings (such as entity qualifications, DBA filings, business qualifications, etc.) and streamline processes to achieve overall efficiencies and maintain good standing across the North America companies. This includes working with the outside vendor on a monthly basis to provide data support for annual report filings for various subsidiaries  Work with outside counsel and service providers to assist with preparation of regulatory documents; and  For the Canadian entities, work with local management, internal legal support and the outside vendor to keep entity data updated with all provinces where the entities are qualified to do business; such data includes changes of address, updates to officers and directors, and dividend declarations 

Public Company Senior Paralegal 

With respect to Section 16 filings, prepare Forms 3, 4 and 5 on the Computershare Section 16 Filer Manager (our filer tool) and ensure internal ownership ledgers are accurate; coordinate with Shareplans on matters related to award agreements; coordinate with the HR savings team on equity grants; review and insert data into the filer tool, file forms, work with external brokers to collect data related to transactions under 10b5-1 trading plans and produce reports when requested Assist with the preparation and coordination of Board documents, as needed, and post Board documents to the Nasdaq Boardvantage portal  Communicate with WTW PLC’s directors and officers, as needed, including with respect to sharing drafts of Forms 3, 4, 5, Irish and regulatory filings, and annual D&O questionnaires  Assist with updating and populating the annual D&O questionnaires with information, including director and officer equity schedules, and maintain spreadsheet regarding director and officer affiliates   With respect to onboarding any new directors or officers, obtain EDGAR codes with the SEC and coordinate with Irish counsel and EY Ireland regarding necessary Irish forms  Assist with the preparation of the beneficial ownership tables for the proxy statement and with updating documents for the annual general meeting Support requests for WTW PLC documents, including in connection with transactions and UBO requirements Maintain open and transparent relationships with the other OGC members, within the Secretariat team, and with other central functions, particularly Legal, Compliance and Risk, Tax, Treasury, Finance and HR

 

The Requirements

Excellent technical skills and an understanding of corporate secretarial compliance in the US and CanadaA solid understanding of corporate governance principlesA confident and proactive approach with a firm focus on achieving appropriate and consistent governance practicesGood communication skills and a positive teamwork attitudeAbility to lead and manage others to achieve team and function objectives and to influence staff at all levels, both at the corporate level and in different parts of the worldStrong interpersonal skills, with an ability to manage and influence stakeholders with competing demandsExcellent communication planning, scheduling and coordination skillsTeam-focused with a flexible and solutions-focused approachAn anticipatory and commercial approachAbility to adapt to and embrace changeAptitude for problem-solving, managing and prioritizing projectsParalegal certification/degree in the US with corporate governance and transactional experience.Bachelor’s degree requiredSection 16 filing experience is essential, including use of filer software (such as Computershare Section 16 Filer Manager) and preparation of Form 4 filings A minimum of 10 years’ experience in a law firm or a multi-national company Recent practical experience of delivering corporate governance solutions Knowledge and experience using entity management softwareExperience supporting public company reportingExperienced in operating in a regulated environment.Notary preferred, or willingness to become a notary

This position will remain posted for a minimum of three business days from the date posted or until a sufficient/appropriate candidate slate has been identified.

Compensation and Benefits

Base salary range and benefits information for this position are being included in accordance with requirements of various state/local pay transparency legislation. Please note that base salaries may vary for different individuals in the same role based on several factors, including but not limited to location of the role, individual competencies, education/professional certifications, qualifications/experience, performance in the role and potential for revenue generation (Producer roles only).

Compensation

The base salary compensation range being offered for this role is $90,000-$135,000 USD.

This role is also eligible for an annual short-term incentive bonus.

Company Benefits

WTW provides a competitive benefit package which includes the following (eligibility requirements apply):

Health and Welfare Benefits: Medical (including prescription coverage), Dental, Vision, Health Savings Account, Commuter Account, Health Care and Dependent Care Flexible Spending Accounts, Group Accident, Group Critical Illness, Life Insurance, AD&D, Group Legal, Identify Theft Protection, Wellbeing Program and Work/Life Resources (including Employee Assistance Program)Leave Benefits: Paid Holidays, Annual Paid Time Off (includes paid state/local paid leave where required), Short-Term Disability, Long-Term Disability, Other Leaves (e.g., Bereavement, FMLA, ADA, Jury Duty, Military Leave, and Parental and Adoption Leave), Paid Time Off Retirement Benefits: Contributory Pension Plan and Savings Plan (401k). All Level 38 and more senior roles may also be eligible for non-qualified Deferred Compensation and Deferred Savings Plans.

 

EOE, including disability/vets