Job Description

The Senior Manager, Corporate Governance supports global legal entity governance and corporate secretarial operations, including entity management, governance documentation, GEMS administration, SOX compliance, and Board support, while coordinating cross-functionally with Treasury, Controllership, and other stakeholders on regulatory, financing, and governance matters.

This position can be located remote anywhere in the United States.

Job Responsibilities

Legal Entity Governance & Corporate Secretarial

• Support management of the global legal entity structure, including formations, dissolutions, and governance records

• Prepare proxies, annual meeting minutes, and written consents/resolutions for subsidiaries and affiliates

• Coordinate approval and execution of corporate documents, including annual accounts and written consents and resolutions, across jurisdiction

• Maintain corporate records, including officer and director appointments

• Serve as a point of contact for Legal, Tax, Controllership, and Treasury on entity governance matters

• Assist Business Development with information and documentation related to acquisitions and divestitures

• Provide corporate entity information and required documentation regarding the Legal Entity Reduction projects for US and Canadian entities

GEMS Administration & SOX Compliance

• Administer the Global Entity Management System (GEMS), including maintaining accurate legal entity data

• Coordinate quarterly GEMS certification process and related outreach

• Prepare certification materials and supporting documentation for SOX compliance and external audit requirements

• Partner with Controllership and Internal Audit to support internal controls related to governance data

Treasury & Corporate Finance Support

• Support Treasury with KYC and related regulatory and banking requests

• Prepare corporate documentation and certifications for banking, financing, and compliance purposes

• Respond to internal and external requests for entity information, providing reports related to information in GEMS, including officer and director listings, ownership information, etc.

Board of Directors & Committee Administration

• Assist with managing the Corporate Governance and Board calendars, including tracking key deliverables, deadlines, and recurring governance activities

• Work cross-functionally to prepare for and organize Board meetings, annual general meetings, and other Board events

• Support SEC filing logistics, including signature coordination, Section 16 form preparation, and proxy statement/annual meeting preparation

• Administer insider trading windows and pre-clearance trading requests, consistent with Carrier’s Insider Trading Policy

• Coordinate communications with Board members, including distribution of materials and matters relating to director compensation

• Maintain organized and up-to-date records for all Board matters, including Board and Committee minutes, agendas, materials, and communications

Required Qualifications

• Bachelor’s degree

• 7+ year’s experience as a legal professional

Preferred Qualifications

• 2+ year’ s experience in corporate governance

• Paralegal Certification

• Ability to collaborate and create relationships with stakeholder groups

• Operate with a high level of confidentiality and trust