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Director, Corporate Governance (Legal Entity Management)

Posted Feb 08
Full Time
On Site
New York, New York

ROLE SUMMARY

The Director, Corporate Governance (Legal Entity Management) is responsible for managing the Company’s subsidiary governance function within Corporate Governance, to ensure that the Company’s subsidiaries remain compliant with applicable laws and regulations. The successful candidate will have experience in entity management, corporate governance, maintenance of books and records, and supporting complex transactions.  The successful candidate must also have the ability to operate independently in a fast-paced environment, prioritize a dynamic workload, possess excellent judgment and exceptional attention to detail.  Strong interpersonal skills are required, as this role will collaborate closely with cross-functional and international teams, including executives and directors. The ability to maintain confidentiality and to operate in the role with the highest of ethical standards and professionalism are required.

 

ROLE RESPONSIBILITIES

  • Ensures governance of all domestic and international subsidiaries remain compliant with local laws and regulations.

  • Manages domestic affiliate governance matters, including maintenance of affiliate minute books including preparation of minutes and written consents, managing qualifications for Pfizer Inc., and certain of its U.S. subsidiaries, continued maintenance of good standing.

  • Assists with international affiliate governance matters, including facilitate information requests from international affiliates. Prepares and obtains signatures and legalizations/authentications/apostilles on corporate documents.

  • Interprets, with appropriate legal support, U.S. and non-U.S. laws and regulations related to entity governance and management.

  • Manages governance framework to support entity formation, dissolution, registration, and director and officer changes in a timely, efficient, and compliant manner.

  • Assists with mergers and acquisition activity, including the integration of new affiliates into existing systems.

  • Maintains the Company's entity management system, including keeping up-to-date records of entity names, stockholders, directors, and officers/managers, and organizational charts; serve as primary liaison with vendor customer service for all matters relating to the entity management system. Supports Know Your Customer (KYC) requests.

  • Manages use of third-party vendors in a cost-effective manner to support compliance objectives related to subsidiary management.

  • Serves as liaison for other departments and functions and internal customers globally, including Accounting/Finance/Treasury, Intellectual Property, Internal Audit, and Tax, including with respect to requests for information or assistance, intercompany agreements, and requests for proof of good standing for individual entities.

  • Maintains Corporate Procedure for signing authority and provide guidance as needed.

  • Develops, implements, and monitors systems, workflow processes and procedures, and document retention policies to ensure entity compliance (to include docketing / calendaring of compliance requirements and tools to enable real-time understanding of entity compliance postures, electronic recordkeeping where permitted by law/regulation, etc.)

  • Serves as backup to assist with public company filings and compliance, including Section 16 filings, SEC periodic reporting and proxy statement. ​

 

Qualifications:

Must-Have:

  • Bachelor’s degree or equivalent in a related field.

  • 10+ relevant experience.

  • 5+ years of work experience in general corporate matters in a law firm or in-house public company legal environment, preferably including a demonstrable history of experience with domestic and international corporate entity governance related matters.

  • Experience in developing and maintaining filing and docketing systems and proficiency in accurate recordkeeping.

  • Good judgment, integrity, high energy, and demonstrated understanding of general business values and ethics.

  • Working knowledge of legal entity management systems and charting tools (e.g., Diligent Entities)

  • Strong communication skills, both written and oral, with the demonstrated ability to communicate with all levels of management, all departments, and representatives of all domestic and international affiliates with tact and diplomacy and in a clear, focused, and concise manner.

  • Must demonstrate a strong attention to detail with excellent organizational and prioritization skills.

  • Ability to act independently and proactively, with ability to identify situations when attorney oversight is required.

  • Requires experience handling confidential information and correspondence and a familiarity with methods and approaches to maintain confidentiality.

  • Prior experience working cross-culturally with affiliates around the world.

  • Candidate demonstrates a breadth of diverse leadership experiences and capabilities including: the ability to influence and collaborate with peers, develop and coach others, oversee and guide the work of other colleagues to achieve meaningful outcomes and create business impact.

 

Nice-to-Have:

  • Paralegal Certification
  • Proven ability to work under pressure and within tight time frames.
  • Section 16 reporting tools and Workiva.

 

Other Job Details:

  • Additional Location Information: New York, NY
  • Work Location Assignment: Must be able to work from assigned Pfizer office 2-3 days per week, or as needed by the business

 

The annual base salary for this position ranges from $149,200.00 to $248,600.00. In addition, this position is eligible for participation in Pfizer’s Global Performance Plan with a bonus target of 20.0% of the base salary and eligibility to participate in our share based long term incentive program. We offer comprehensive and generous benefits and programs to help our colleagues lead healthy lives and to support each of life’s moments. Benefits offered include a 401(k) plan with Pfizer Matching Contributions and an additional Pfizer Retirement Savings Contribution, paid vacation, holiday and personal days, paid caregiver/parental and medical leave, and health benefits to include medical, prescription drug, dental and vision coverage. Learn more at Pfizer Candidate Site – U.S. Benefits | (uscandidates.mypfizerbenefits.com). Pfizer compensation structures and benefit packages are aligned based on the location of hire. The United States salary range provided does not apply to Tampa, FL or any location outside of the United States.

Relocation assistance may be available based on business needs and/or eligibility.

 

Sunshine Act

Pfizer reports payments and other transfers of value to health care providers as required by federal and state transparency laws and implementing regulations.  These laws and regulations require Pfizer to provide government agencies with information such as a health care provider’s name, address and the type of payments or other value received, generally for public disclosure.  Subject to further legal review and statutory or regulatory clarification, which Pfizer intends to pursue, reimbursement of recruiting expenses for licensed physicians may constitute a reportable transfer of value under the federal transparency law commonly known as the Sunshine Act.  Therefore, if you are a licensed physician who incurs recruiting expenses as a result of interviewing with Pfizer that we pay or reimburse, your name, address and the amount of payments made currently will be reported to the government.  If you have questions regarding this matter, please do not hesitate to contact your Talent Acquisition representative.

 

EEO & Employment Eligibility

Pfizer is committed to equal opportunity in the terms and conditions of employment for all employees and job applicants without regard to race, color, religion, sex, sexual orientation, age, gender identity or gender expression, national origin, disability or veteran status.  Pfizer also complies with all applicable national, state and local laws governing nondiscrimination in employment as well as work authorization and employment eligibility verification requirements of the Immigration and Nationality Act and IRCA.  Pfizer is an E-Verify employer.