Responsible for providing a broad range of expertise and support to the Corporate Secretary and Legal Department, including matters relating to the Company’s Board of Directors and Board Committees, compliance with Securities and Exchange Commission (“SEC”), New York Stock Exchange (“NYSE”), and other laws and regulations applicable to U.S. public companies; and general governance and corporate matters. The position will monitor external developments and standard methodologies and remain current on proposed and enacted legislation and regulations affecting public company practices and corporate governance.
You will interact with Ingredion's Board of Directors, Executive Leadership Team, General Counsel/Corporate Secretary and other members of the Legal Department, in addition to other senior management throughout the Company. Working closely with outside counsel, outside auditors and others within and outside the Company to ensure compliance with corporate laws and securities laws and regulations.
A career at Ingredion combines the benefits and professional opportunities afforded a $7 billion leader in our industry with the dynamic environment and team-driven culture you’d expect in a much smaller company. Despite its global scope and the advancement opportunities that come with it, Ingredion has the intimacy of a mid-size company, one where different perspectives are sought and where relationships matter.
As the Manager, Corporate Governance and Securities, your responsibilities will include:
- Under the supervision of the Corporate Secretary, organize and develop annual and meeting agendas for Board meetings and for meetings of the Corporate Governance and Nominating Committee; prepare and distribute notices of regular and special meetings; prepare materials and resolutions for each meeting as necessary; prepare meeting minutes and maintain minute books for the public company Board and Board Committees
- Oversee the Company’s Board portal (currently BoardVantage), load Board and Corporate Governance and Nominating Committee books; review user licenses and liaise with the IT department and the portal’s
- Under the supervision of the Corporate Secretary, prepare the Directors’ annual independence report and conduct underlying check of related party transactions through the regional Finance VPs/Directors and post report to Board portal.
- Draft corporate governance documents and revisions/amendments.
- Monitor the NYSE corporate governance standards, including updating Director and officer information, preparing and filing annual and interim written affirmations, dividend reporting, etc.
- Assist with recruiting and on-boarding new Board members, researching potential conflicts, providing search firms with information as requested
- Update Directors’ Profiles and track Directors’ attendance and tenure.
- Prepare the annual Corporate Governance and Nominating Committee Self-Evaluation questionnaire and the Committee’s self-evaluation report.
- Prepare and timely file Section 16 reports (Forms 3, 4 and 5), including tracking insider stock holdings in collaboration with HR Department
- Maintain Section 16 Manager (Section 16 filing software)
- Assist in ongoing securities laws compliance, including the preparation and filings of annual and quarterly SEC disclosure documents as required (Forms 8-K, 10-K, etc.) in collaboration with the General Counsel, the CFO, the Controller and other members of the Legal and Finance Departments.
- Prepare entity level control responses for specified corporate governance-related items for SOX analysis.
This role is well-suited for you if you hold the following skills & qualifications:
- Bachelor’s degree or higher and/or a paralegal certification or equivalent experience
- 10 years of legal or relevant experience in a law firm and/or corporate legal environment
- Expertise using a Board portal, i.e. BoardVantage, and SEC Section 16 filing software
- Strong understanding of the requirements for Section 16 reports.
- Expertise in preparing written resolutions, consents, and other board materials.
- Prior exposure with interacting to an organization's Board of Directors.
If you enjoy performing the desired skills & experiences, we want you:
- Understanding of corporate and securities law and the impact on public company policies and procedures
- Demonstrated ability to interact with all levels within and outside of the Company and with a variety of constituencies
- Excellent management skills and business judgement; organizational skills, flexibility, and work in demanding conditions
- Dedicated, independent worker who is able to identify and resolve problems and issues
- Excellent written, oral and presentation skills, including strong administrative skills and ability to timely generate written materials in established formats, free of errors
- Ability to lead and clearly communicate Board logistics
- Ability to exercise discretion and maintain confidentiality of sensitive information
- Willingness to work extended hours and weekends, as necessary, to prepare for Board and Corporate Governance and Nominating Committee meetings.
Relocation Available? No
Job Grade: H
What is the formula for a winning career?
It starts with joining a thought leader, innovator and true high performer, grounded in values and driven to innovate and advance. As a Fortune 500 global provider of ingredient solutions, Ingredion offer great careers across various functions—corporate, scientific, engineering and operations, sales and technical service, marketing and more. If you are curious, confident, and believe in the power of game-changing ideas, we want you to make us part of your career formula.
Successful: Grow with a leader. Ingredion is FORTUNE 500 company with consistently strong financial performance.
Responsible: Thrive with an organization that lives its values. We drive relentlessly toward sustainable practices and responsible operations wherever we do business.
Meaningful: Be proud of where you work and what you do. Ingredion enables innovation in foods, beverages and consumer products that touch lives around the world.