Corporate Governance Counsel and Assistant Corporate Secretary
Job Ref#: 9407
Brand: Chico's FAS, Inc-Shared Services
Job Type: Full-time
11215 Metro Pkwy,
Fort Myers, FL
Employment Type: Full-time
With approximately 1,300 boutiques and outlets throughout the U.S., as well as an online presence for each of our brands, it takes sophisticated technology, resources and infrastructure to ensure the continued success of our businesses. From finance and accounting to technology and merchandising careers, we have diverse opportunities available for talented professionals to join our team of nearly 16,000 associates who share our commitment to excellence.
This position is responsible for: (1) preparation for meetings of the Board of Directors and various Board Committees, including developing and reviewing corporate governance documents and materials; (2) partnering with the Corporate Secretary to research and advise on matters related to the Board of Directors; (3) supporting the Company’s compliance program; (4) creating, implementing and managing corporate legal policies; (5) counseling the business on a broad range of commercial and regulatory matters, including structuring, drafting and negotiating contracts; (6) providing day-to-day legal advice; (7) resolving issues that arise in existing commercial relationships; and (8) handling litigation and pre-litigation legal disputes and inquiries.
- Supports Board and Committees by:
- Drafting agendas, resolutions and minutes
- Monitoring Corporate Governance Guidelines, Committee Charters and various resolutions for compliance and preparing reports regarding compliance
- Supporting new director orientation and director education
- Planning and summarizing Board and Committee self-assessment process
- Coordinating Director compensation and ensuring correct payment of retainers, annual equity grants, etc.
- Planning and managing the Virtual Annual Meeting of Shareholders
- Supporting the preparation and review of the Proxy Statement
- Updating, distributing and reviewing Director and Officer Questionnaires
- Ensuring Board biographies are up to date for website and proxy.
- Recommending and implementing improvements in corporate governance process
Provides ongoing legal counseling in a wide range of legal transactional areas, including service agreements, software licensing, marketing, e-commerce, strategic alliances, professional and hosted services, market research, product development, and technology and marketing products contracts. Leads efforts in the creation, implementation and refinement of forms, policies, guidelines, processes and procedures to comply with legal requirements and best practices and prepares and delivers compliance training, as needed. Involved in the contracts process and overseeing various policies, such as the contract policy and records retention and destruction policy. Works closely with every business unit of the Company, this position requires flawless execution of contracting processes and development of innovative, practical business solutions. Identifies, assesses and drives compliance and risk-reduction initiatives associated with emerging legal issues throughout the U.S. and locations where the Company operates. Facilitates the Company’s compliance with various laws, rules, regulations, and best practices by serving as a leader in the Company’s compliance program. Handles litigation and pre-litigation disputes and inquiries, including customer complaints and vendor issues. Manages outside legal counsel, supports legal operations workflow, including invoice review, and ensures cost-effective, quality work product. Manages a variety of complex, cross-functional and cross-brand initiatives or projects, as needed. Values individuality and the diverse talents of their team. Leads the team by communicatingexpectations, providing guidance, delivering feedback, and empowering the team to be their best.
- JD Degree required, with record of high academic achievement in undergraduate level and/or in law school
- Substantial experience in corporate secretarial services at a public company
- 8+ years substantive experience within specialty retail brand or similar field as a corporate legal counsel with experience in some of the following areas: (a) contracts (b) marketing, (c) intellectual property, (d) commercial litigation management, (e) compliance, (f) real estate, or (g) labor & employment
- Currently licensed to practice law and in good standing with bar of at least one U.S. State
- Successful candidate must be admitted to Florida Bar as Authorized House Counsel within one year of being hired
- Demonstrated leadership ability; able to gain the confidence and respect of management and the Board; able to take direction and act with conviction in a timely and high-quality manner
- A well-developed understanding of business and the ability to administer corporate governance matters and present positive, creative solutions and alternatives for consideration
- Excellent communication skills, both written and verbal, including diplomacy and flexibility
- Proven presentation and training skills
- Ability to effectively coach and leverage internal resources, outside counsel, and team
- Strong organizational and exceptional project management skills with acute attention to detail
- Ability to develop positive partnerships and influence at all levels of an organization
- Enthusiasm and “self-starter” qualities enabling him or her to manage responsibilities with an appropriate sense of urgency; the ability to function effectively, efficiently, and calmly in a fast-paced, client focused and dynamic environment.
- Strong computer skills. (Microsoft Word, Excel, Power Point)
- Experience with a corporate legal department or a nationally recognized law firm; a mix of corporate law firm and in-house experience is a plus
Chico’s FAS, Inc. is an equal opportunity employer. We do not discriminate on the basis of race, color, religion, marital status, age, national origin, ancestry, physical or mental disability, medical condition, pregnancy, childbirth and related medical conditions, lactation, genetic information, gender, sexual orientation, gender identity or expression, military service, veteran status, or any other category protected under federal, state, or local law.