Title:  Vice President, Subsidiary Governance

Requisition ID: 230032

Join a purpose driven winning team, committed to results, in an inclusive and high-performing culture.

Purpose

Provides strategic direction, leadership and oversight for driving strong corporate governance throughout the Bank’s footprint ensuring business strategies, plans and initiatives are supported in compliance with governing regulations, internal policies and procedures.

Accountabilities

• Leads the Bank’s subsidiary corporate governance priorities across its global footprint. Responsible for leading the establishment and overseeing the implementation of, appropriate corporate governance strategies, practices, processes and policies across the Bank’s subsidiaries globally that align with the corporate strategies of the Bank and regulatory requirements. Plays a key role in developing a strategy for the Bank’s subsidiaries’ corporate governance structures and providing advice to executive management.
• Serves as Corporate Secretary to the Bank’s OSFI-regulated subsidiaries’ Boards of Directors, providing full corporate secretariat services and counsel to support business strategies, plans, and initiatives in compliance with the relevant acts, governance policies, corporate policies and procedures and other obligations.
• Provides advice and counsel to executive management and subsidiary boards on all matters related to the operations of subsidiary boards, board composition/director candidates, corporate governance and establishing corporate governance frameworks.
• Provides and co-ordinates legal services and advice on a broad range of corporate governance related matters and related specialized areas of law, including those that pertain to mergers and acquisitions, reorganizations, integrations, and capital restructurings. 
• Monitors and identifies securities, corporate and corporate governance issues (regulatory, legal and industry developments and emerging regulatory trends) on a regional, national and international basis, and informs and advises subsidiary corporate secretaries, subsidiary management and directors, on the impact of significant new developments affecting corporate governance and board practices.
• Provides consultation and education on relevant corporate governance matters through training, presentations and day-to-day inquiries to management and subsidiary boards and directors, including directors’ duties. 
• Advocates for the interests of the organization by reviewing and advocating public policy positions on material matters affecting the Bank’s corporate governance framework, including through industry groups and associations.
• Responds on subsidiaries’ behalf to requests for reports and submissions by regulators (e.g., OSFI, securities regulators, shareholders’ auditors, Canada Revenue Agency), and internationally as required.
• Management of subsidiary governance policy including ownership of policy and updates. Oversees implementation and adherence by all subsidiaries.
• The Vice-President, Corporate Governance Office is responsible for leading the establishment and overseeing the implementation of, appropriate corporate governance strategies, practices, processes, and policies across the Bank and its subsidiaries globally that align with the corporate strategies of the Bank and regulatory requirements.  The CGO plays a key role in developing a strategy for the Bank’s corporate governance structures, both at the parent and subsidiary levels, and providing advice to executive management and the Board of Directors on how best to establish the Bank’s overall corporate governance framework.  The CGO is responsible for ensuring that the Bank’s corporate governance framework not only meets statutory requirements but maintains a culture of strong and transparent accountability.  This includes dealing with shareholders, regulators and stakeholders on various governance matters.
• The incumbent is responsible for providing training and education to management on presenting to the Board of Directors, and to management and subsidiary directors on their duties as directors and corporate governance matters.  This includes the establishment of a directors college to educate management and subsidiary directors on directors’ duties and corporate governance.
• Supports the Corporate Secretary’s Department’s Compliance program through the assessment of regulatory changes, overseeing training and processes related to regulatory compliance, monitoring compliance issues and escalating issues, as appropriate.
• Directs day-to-day activities in a manner consistent with the Bank’s risk culture and relevant appetite statement and limits. Communicates the Bank’s risk culture and risk appetite statement throughout their team. 
• Leads and drives a customer-focused culture throughout the team, leveraging broader Bank relationships, systems and knowledge.
• Creates an environment in which their team pursues effective and efficient operations of their respective areas, while ensuring the adequacy, adherence to and effectiveness of day-to-day business controls to meet obligations with respect to operational risk, regulatory compliance risk, AML/ATF risk and conduct risk, including but not limited to responsibilities under the Operational Risk Management Framework, Regulatory Compliance Risk Management Framework, AML/ATF Global Handbook and the Guidelines for Business Conduct.
• Builds a high performance environment and implements a people strategy that attracts, retains, develops and motivates their team by fostering an inclusive work environment; communicating vision/values/business strategy and managing succession and development planning.

Education / Experience / Other Information

• JD or LLB from a recognized law school with significant (minimum ten years +) practical in-house or private practice experience.
• Membership in the Law Society of one of the provinces of Canada.
• Significant corporate governance and corporate secretarial experience, working in a company with international operations.
• Highly knowledgeable about banking, corporate and securities laws and regulatory requirements in Canada applicable to financial institutions, with a general knowledge of such laws in the other countries in which Scotiabank operates, as these pertain to corporate law and corporate governance requirements and practices.  
• Strong internal consulting skills with ability to champion and influence change to foster strong corporate governance across the Bank.
• Ability to create innovative solutions to challenges that create value for business and control functions.
• Ability to think strategically and cultivate internal and external networks and relationships.
• Ability to translate strategy into actionable plans and results.
• Demonstrated sound judgment in order to deal with highly complex legal issues with little or no precedent and multiple priorities.
• Strong management skills relevant to recruiting, retaining, leading and motivating staff.
• Experience demonstrating a high degree of cross-cultural awareness/sensitivity enabling international collaboration.
• Language skills reflective of the Bank’s global footprint are considered an asset.   

Working Conditions

• Work in a standard office-based environment; non-standard hours are a common occurrence. Periodic travel globally.
• Work under tight timetables with a heavy volume of work. 
• The working environment can be extremely stressful, due to tight and inflexible deadlines and constantly shifting priorities with little warning given of changing work volumes.

Location(s):  Canada : Ontario : Toronto 

Scotiabank is a leading bank in the Americas. Guided by our purpose: "for every future", we help our customers, their families and their communities achieve success through a broad range of advice, products and services, including personal and commercial banking, wealth management and private banking, corporate and investment banking, and capital markets.  

At Scotiabank, we value the unique skills and experiences each individual brings to the Bank, and are committed to creating and maintaining an inclusive and accessible environment for everyone. If you require accommodation (including, but not limited to, an accessible interview site, alternate format documents, ASL Interpreter, or Assistive Technology) during the recruitment and selection process, please let our Recruitment team know. If you require technical assistance, please click here. Candidates must apply directly online to be considered for this role. We thank all applicants for their interest in a career at Scotiabank; however, only those candidates who are selected for an interview will be contacted.