Principal Counsel, Office of the Corporate Secretary (Compliance and Governance)

Washington, DC
Jan 21, 2022
Jan 26, 2022
Full Time
Under the guidance of the Vice President, Deputy Corporate Secretary (DCS), the Principal Counsel is responsible for departmental compliance functions and initiatives for the Office of the Corporate Secretary (OCS), including creating, interpreting, advising on, monitoring and maintaining various Board-level conflicts-of-interest and governance policies and procedures; coordinating timely and strategic responses on behalf of Board and External Relations (BER) to oversight reviews by the SEC; representing the Office of the Corporate Secretary (OCS) in meetings with external regulators; and identifying trends from oversight reviews and audits and applying that data to strategically address regulatory areas of focus, identify where additional training is needed, and improve core OCS programs.Essential Job Functions:Partnering closely with FINRAs Office of Oversight Liaison and Counsel (OLC) and Internal Audit, assists the DCS in managing OCSs relationships and interactions with other regulators, in particular the SECs FSIO inspections, related to FINRA governance and Board oversight of FINRA programs.This includes creating a consistent and efficient approach to responding to FSIO requests, as well as attending oversite meetings as needed, and tracking and implementation of commitments. Serve as the primary OCS staff person to intake, triage, and respond to Internal Audit (IA), SEC Oversight Inspections, and other requests or Government productions.Coordinate and manage responses to SEC Oversight Inspections on behalf of all BER groups.Independently conducts judgement-based analysis of all inspections and oversight requests that OCS is called upon to assist with, and identifies the appropriate materials and subject matter experts most appropriate to response to a request or report.Drafts high quality, strategic written responses to SEC FSIO oversight and ad hoc requests.Provides guidance to management when responding to or preparing for routine or ad hoc meetings with regulators, including preparing attendees on how to tailor the discussion to the audience, providing relevant information in advance of the meetings, and debriefing to refine approach to future meetings. Serves as a proxy for the DCS during meetings with regulators (eg, Final Exit Calls with the SEC).Administers systems and processes to ensure that OCS meets any ongoing obligations and commitments to FINRAs Internal Audit Department, the SEC, or other oversight agencies that have arisen in connection with Oversight Inspections and Audits.Primary OCS staff person responsible for independently advising on the FINRA Boards Code of Conduct (Board Code) and conflicts policies, including working closely with the DCS to ensure compliance with the policies and timely, innovative, and creative solutions to conflict issues.Manage the surveillance of Board member compliance with various provisions of the Board Code and conflict of interest policies by collecting, analyzing, and synthesizing information, and articulating findings in writing that may be shared with the Board Conflicts Committee or Nominating & Governance Committee.Manages the process for conducting analysis of qualifications and conflicts of potential candidates for seats on the FINRA Board, including articulating findings in writing.Develops and manages OCSs procedures for analyzing and responding to inquiries from Board members regarding Board questionnaires and other conflict analysis, including documenting any findings.Independently counsels OCS management and senior executives in departments across the company regarding Board related conflicts of interest questions raised to OCS.Serves as subject matter expert on FINRA corporate and Board governance structure and requirements.Conducts routine reviews of Board and standing committee membership and quorums to ensure continual compliance with various compositional requirements set forth in FINRA governing documents, and monitor impact of potential changes in Board membership on compositional and quorum requirements.Provides interpretative advice to the Board and FINRA management with respect to governance requirements and delegations of authority related to matters presented to the Board.Manage the surveillance of FINRA committee member qualifications (eg, advisory committees, regional committees, National Adjudicatory Committee) and compliance with relevant conflict of interest policies.Serves as enterprise-wide liaison for the FINRA Committee Conflict of Interest Policy, providing expert interpretive guidance to all FINRA committee liaisons regarding the Policy and reviewing compliance by committee members.Conducts analysis of qualifications and potential conflicts for candidates for seats on FINRA advisory committees, articulating findings in writing.Identifies and presents original, creative, innovative and sophisticated solutions for changes to the existing policy and the creation of guidance materials.Manage OCSs compliance-related responsibilities, procedures, and tracking mechanisms, to include performing research, data analyses, and identification and presentation to OCS management of proposed enhancements to OCS compliance and quality assurance program. This includes strategically analyzing the information and observations gathered from oversight and other regulatory requests to recommend improvements to OCSs procedures and identify training initiatives and development needs for OCS staff.Assist with the preparation and filing of FINRAs annual registration statement with the SEC.Provides assistance for any special projects for the Office of Corporate Secretary. This includes providing subject matter knowledge in Delaware corporate law and FINRA governance. Such assistance might include, help in identifying governance risks, and help in identifying any needed changes or additions to OCS procedures and Board governance processes.Other Responsibilities:Participate in ad hoc special projects and initiatives as requested.Provide status reports of assigned matters or projects.Perform periodic review of departmental procedures for compliance with internal requirements, and coordinate updates as needed.Education/Experience Required:Law degree from an accredited law school, admission to a bar, and a minimum of 4-6 years of directly related experience.Advanced working knowledge of laws, rules, and regulations governing the securities industry.Ability to interact professionally and confidently with senior level management.Consistently works independently with limited supervision.Strong organizational skills. Excellent oral and written communication skills.Excellent judgment, analytical, and interpersonal skills.Working Conditions:Normal office conditions, with extended hours when necessary. Some travel may be required.To be considered for this position, please submit an application. The information provided above has been designed to indicate the general nature and level of work of the position. It is not a comprehensive inventory of all duties, responsibilities and qualifications required.Please note: If the Apply Now button on a job board posting does not take you directly to the FINRA Careers site, enter into your browser to reach our site directly.FINRA strives to make our career site accessible to all users. If you need a disability-related accommodation for completing the application process, please contact FINRAs accommodation help line at 240.386.4865. Please note that this number is exclusively for inquiries regarding application accommodations.Employees may be eligible for a discretionary bonus in addition to base pay. FINRA also provides a variety of benefits including comprehensive health and welfare benefits, life and disability insurance, paid holidays, vacation, personal, and sick leave. FINRA offers immediate participation and vesting in a 401(k) plan with company match. You will also be eligible for participation in an additional FINRA-funded retirement contribution, our tuition reimbursement program and many other benefits. If you would like to contribute to our important mission and work collegially in a professional organization that values intelligence, integrity and initiative, consider a career with FINRA.Important InformationFINRAs Code of Conduct imposes restrictions on employees investments and requires financial disclosures that are uniquely related to our role as a securities regulator. FINRA employees are required to disclose to FINRA all brokerage accounts that they maintain, and those in which they control trading or have a financial interest (including any trust account of which they are a trustee or beneficiary and all accounts of a spouse, domestic partner or minor child who lives with the employee) and to authorize their broker-dealers to provide FINRA with duplicate statements for all of those accounts. All of those accounts are subject to the Codes investment and securities account restrictions, and new employees must comply with those investment restrictionsincluding disposing of any security issued by a company on FINRAs Prohibited Company List or obtaining a written waiver from their Executive Vice Presidentby the date they begin employment with FINRA. Employees may only maintain securities accounts that must be disclosed to FINRA at one or more securities firms that provide an electronic feed (e-feed) of data to FINRA, and must move securities accounts from other securities firms to a firm that provides an e-feed within three months of beginning employment.You can read more about these restrictions here.As standard practice, employees must also execute FINRAs Employee Confidentiality and Invention Assignment Agreement without qualification or modification and comply with the companys policy on nepotism.Search Firm RepresentativesPlease be advised that FINRA is not seeking assistance or accepting unsolicited resumes from search firms for this employment opportunity. Regardless of past practice, a valid written agreement and task order must be in place before any resumes are submitted to FINRA. All resumes submitted by search firms to any employee at FINRA without a valid written agreement and task order in place will be deemed the sole property of FINRA and no fee will be paid in the event that person is hired by FINRA.FINRA is an Equal Opportunity and Affirmative Action EmployerAll qualified applicants will receive consideration for employment without regard to age, citizenship status, color, disability, marital status, national origin, race, religion, sex, sexual orientation, gender identity, veteran status or any other classification protected by federal state or local laws as appropriate, or upon the protected status of the persons relatives, friends or associates.FINRA abides by the requirements of 41 CFR 60-741.5(a). 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