Corporate Legal Secretary

Job Summary and Scope of Responsibility: The Corporate Secretary is a key governance officer responsible for supporting the Board of Directors and executive leadership in maintaining strong corporate governance practices. This position ensures the effective administration of board activities, compliance with legal and regulatory requirements, and the accurate maintenance of corporate records. As a trusted advisor, the Corporate Secretary plays a central role in fostering transparent communication among directors, executives, regulators, and shareholders of the bank.

Essential Functions: With or without reasonable accommodation must be able to perform all essential job functions as described below.

• Board, Executive and Committee Support:
  • Schedule, coordinate, and attend board and committee meetings.
  • Prepare and distribute agendas, minutes, and supporting materials in a timely manner.
  • Create and ensure accurate maintenance of Board-related corporate records; act as a primary contact for Board-related corporate information; initiate, contribute to, and file certain Board-related filings with the SEC, NYSE, DFPI and FDIC; manage the production of corporate governance records for regulatory examination, audit purposes or other due diligence initiatives if/as needed
  • Prepare and distribute correspondence related to corporate matters on behalf of the Board and executive officers.
  • Provide confidential administrative support to the CEO and other executives, as needed. Serve as the primary contact and coordinator for Board member requests and communication.
  • Administer the Bank's board portal for publication, access, and archival of meeting materials, schedules, and related information.
• Establish and reinforce communication and monitoring protocols to ensure the prompt and accurate execution of branch operations activities in compliance with established policies, procedures and processes. Conduct routine assessments to identify deficiencies and areas of risk. Implement appropriate solutions.
• Governance and Compliance:
  • Ensure compliance with applicable federal and California state banking laws, including those from the FDIC, DFPI, and/or Federal Reserve.
  • Monitor changes to corporate governance best practices and make recommendations for implementation.
  • Assist accounting staff, CEO, CFO and transfer agent in preparations for annual meeting, including critical date determinations, materials requirements, and review of proxy materials. Monitor status of vote results during shareholder voting and supply reports to CFO as requested. Support and assist shareholders who call to request assistance with voting. Perform functions of meeting secretary for the annual shareholders meeting and prepare minutes. Maintain association with and approve payments to beneficial shareholder meeting materials providers.
  • Receive trade confirmations and initiate CWBC share repurchase DWACs under the current 10b5-1 Repurchase Plan, in coordination with the Bank's broker, stock transfer agent, and CWBC accounting department.
  • Collaborate with Legal, HR and Finance to ensure compliance with key officer and insider trading regulations including but not limited to pre-clearing Section 16 filers for transactions in Bank stock and ensure timely reporting of all filings with the SEC.
  • Stay abreast of developments in governance trends, regulations, and compliance requirements in the banking sector, providing insights and recommendations to the board and senior management
  • Assist with the administration of the Bank's data governance program.
  • Execute, support and coordinate governance-related operations and projects as assigned by the CEO, Finance, Risk or Legal. Perform legal administrative tasks under the supervision of Legal.
• Corporate Recordkeeping:
  • Maintain accurate and up-to-date records of the bank's bylaws, charters, stockholder meeting minutes, and legal documents.
  • Oversee the safekeeping and accessibility of official corporate documents.
  • Administer the bank's data retention program; collaborate with business unit managers to ensure effective adherence to data retention policies, procedures, and standards.
• Shareholder and Regulatory Liaison:
  • Support communications with shareholders, including preparation for the annual meeting.
  • Assist shareholders with stock transfers, ownership recordkeeping and Medallion guarantees. Coordinate activities and communication between the transfer agent and related vendors on matters of shareholder concerns. Collaborate with the transfer agent to facilitate dividend payments.
  • Assist with equity awards, coordinate activities and communication between the stock transfer agent, vendors and award recipients to facilitate the documentation and processing of various equity transactions, including grants, exercises, vesting, and forfeitures. Ensure that all appropriate notices and reports are generated and maintained.
  • Coordinate with legal counsel, regulators, and auditors during exams and inquiries.
• Ethics and Code of Conduct:
  • Assist in implementing and upholding the bank's Code of Conduct and Ethics policies.
  • Maintain records of director and officer disclosures, conflicts of interest, and related matters.

Minimum Qualifications to Perform Essential Functions
Knowledge, Skills and Abilities:

• Deep understanding of California corporate law, banking regulations, and governance best practices common to a publicly traded company.
• Exceptional organizational skills, with close attention to detail and ability to balance multiple workflows.
• Skilled in identifying issues that require escalation and managing the escalation process to completion.
• Exceptional written and verbal communication skills.
• High degree of professionalism, discretion, and integrity.
• Proficiency with board management software and Microsoft Office Suite.

Experience and/or Education:

• Minimum of 5 years of experience in corporate governance, preferably in the financial services or banking industry.
• Bachelor's degree in Business Administration, Law, Finance, or a related field (paralegal certificate preferred).
• Experience with shareholder relations and stock transfer processes.
• Experience with community banks or financial institutions regulated by the FDIC, DFPI, or Federal Reserve, preferred.

Excellent benefits package for eligible employees and their families. Competitive salary BOE in the range of $82,000 - $109,000 Annually.

Equal Employment Opportunity Employer/Veterans/Disabled.