Sr Director, Corporate Governance
Requisition ID # 140369
Job Category: Business Operations / Strategy
Job Level: Senior Director
Business Unit: General Counsel and Ethics & Compliance
Work Type: Hybrid
Job Location: Oakland
Manages a diverse work group, works independently in a self-directed manner on a variety of corporate governance and legal matters, and communicates and interacts effectively with senior management and the Boards of Directors. Coordinates with several other departments, including Law, Human Resources, Tax, Finance, Investor Relations, Sustainability, Sourcing, and Regulatory Affairs. Is responsible for mission-critical aspects of corporate governance for PG&E and subsidiaries to ensure compliance with federal, state, and stock exchange legal and regulatory requirements.
This position is hybrid, working from your remote office and your assigned work location based on business need. The assigned work location will be within the PG&E Service Territory.
This position reports to the VP, Deputy General Counsel and Corporate Secretary.
- Works closely with the Vice President, Deputy General Counsel and Corporate Secretary and the other Assistant Corporate Secretaries on matters relating to the Boards of Directors, Board committees, and certain officer committees of PG&E Corporation and Pacific Gas and Electric Company (Utility). This includes working directly with members of the Board of Directors and the Executive Officer Team to develop and execute governance strategies, and oversee the Assistant Corporate Secretaries in preparing, editing, and coordinating officer review of agendas and materials for Board and committee meetings; and preparing minutes of such meetings.
- Manages activities relating to the annual meeting of shareholders, such as overseeing the messaging and preparation of information for the annual report to shareholders and proxy statement; managing the planning, logistics, and arrangements for the annual meeting; and developing and coordinating institutional and retail shareholder engagement.
- Advises the officers on internal and external corporate governance matters and that policies and practices support strong corporate commitment to good governance.
- Provides support and guidance to senior management with respect to certain regulatory filings and various corporate governance and compliance matters.
- Ensures that PG&E Corporation, the Utility, and their respective subsidiaries and affiliates comply with legal and regulatory requirements, including applicable requirements under federal and state securities and corporate laws, stock exchange rules, and/or the provisions of agreements associated with PG&E debt and equity securities.
- Is responsible for gathering and analyzing data, summarizing findings, and making recommendations on corporate governance requirements, developments, and best practices and for coordinating the implementation of new or modified governance policies and practices.
- Ensures directors and officers of PG&E Corporation and the Utility comply with applicable Securities and Exchange Commission (SEC) and Federal Energy Regulatory Commission (FERC) reporting requirements. This includes overseeing the preparation and filing of SEC reports regarding their ownership of and transactions in PG&E Corporation and Utility securities (SEC Form 3, 4, and 5 reports) and/or FERC reports regarding their interlocking positions with other companies (annual FERC Form 561 reports).
- Oversees staff members who support internal governance committees, subsidiary entity management, shareholder services, proxy solicitation process and the annual meetings of shareholders as well as other Governance operations including budget, compliance, and records.
- Manages support staff that provides administrative, compliance, and support services for the Boards of Directors of PG&E Corporation and the Utility, as well as for the committees of those Boards. This responsibility includes assistance in organizing the meetings of the Boards and their committees and ensuring that all Board and committee actions are properly communicated to those affected. It also involves coordinating the provision of direct services to the directors on an individual basis, such as paying retainers and fees, preparing and filing required director tax forms and federal tax returns, assisting directors in complying with various legal requirements, coordinating director participation in various corporate events and similar activities.
PG&E expects its leaders to conduct themselves with the highest ethics and integrity and to embody specific leadership qualities.
- Seeing ahead to future possibilities and translating them into breakthrough strategies.
- Operating effectively, even when things are not certain or the way forward is not clear.
A Leader in the Community and Industry
- Effectively building formal and informal relationship networks inside and outside the organization.
- Anticipating and balancing the needs of multiple stakeholders.
Demonstrates Safety Leadership
- A safety champion in words and deeds with respect to both employee and public safety.
- Maintaining an environment of open dialog and free of retaliation.
Influences and Inspires
- Using various- communications that convey a clear understanding of the needs of different audiences.
- Maneuvering comfortably through complex policy, process, and people-related dynamics.
Optimizes Team Performance
- Building strong-identity teams that apply their diverse skills and perspectives to achieve common goals.
- Creating a climate where people are developed and motivated to do their best to help the organization.
Values Diversity and Creates Inclusion
- Recognizing the value that different perspectives and cultures bring to an organization.
- Interpreting and applying understanding of key financial indicators to make better business decisions.
- Planning and prioritizing work to meet commitments aligned with organizational goals.
Leads Ethically and in a Compliant Manner
- Sponsoring and sustaining a high integrity speak-up corporate culture which prioritizes ethics, safety and compliance.
- Building on necessary level of industry, company and subject-matter expertise, including laws and regulations.
Provides a High Level of Customer Service
- Building strong customer relationships and delivering customer-centric solutions.
- BA/BS in Business or equivalent work experience in related field
- Minimum of 8 years of experience in corporate governance, corporate compliance, shareholder or investor relations, legal, regulatory or related fields in a fast-paced environment.
- Law degree
- Law Bar admission, CA
- 10 years of progressively increasing leadership experience
- Experience with programs, processes, and activities related to boards of directors, annual shareholders meetings, and corporate governance matters at a publicly held corporation
- Experience with corporate reporting, filings, and compliance with federal and state legal and regulatory requirements
- Experience with environmental, social and governance (ESG) best practices and shareholder communication and engagement on these issues.
- Ability to practice law in California
- Excellent communication (written and verbal) and interpersonal skills, portraying a high degree of professionalism
- Organization and planning skills including attention to detail and analytical thinking
- Ability to manage multiple tasks efficiently, prioritize work, and manage time to meet deadlines
- Ability to use discretion and judgment in dealing with sensitive or confidential information with a focus on client service
- Flexibility, continuous improvement mindset, and change management experience
- Political and organizational savvy
- Motivated, self-starter, eager to master new skills including resourcefulness
- Ability to foster teamwork and a collaborative environment
- Knowledge of programs, processes, and activities related to boards of directors, annual shareholders meetings, and corporate governance matters at a publicly held corporation
- Knowledge of corporate reporting, filings, and compliance with federal and state legal and regulatory requirements
Hiring Leader Name: Brian Morris Wong
Pacific Gas and Electric Company is an Affirmative Action and Equal Employment Opportunity Employer that actively pursues and hires a diverse workforce. All qualified applicants will receive consideration for employment without regard to race, color, national origin, ancestry, sex, age, religion, physical or mental disability status, medical condition, protected veteran status, marital status, pregnancy, sexual orientation, gender, gender identity, gender expression, genetic information or any other factor that is not related to the job.