General Counsel - Washington DC, United States - The Institute of Internal Auditors Inc

Description

Job Description

Job Description

SUMMARY

The General Counsel is head of the IIA's legal and board governance programs. The General Counsel is functionally responsible for being the principal legal advisor for the IIA's Board of Directors, the President & CEO, and the Executive Leadership Team, and overseeing and managing all legal affairs for the entire enterprise. The General Counsel reports to the Executive Vice President, Global Advocacy, Policy, & Stakeholder Relations.

This a hybrid work position, based in Lake Mary, Florida, with a requirement of two days minimum in the office each week. Regular domestic and international travel is required.

Pursuant to the IIA's Management Control Policy, the General Counsel has a major role in providing legal counsel in the corporate strategic plan and areas of significant company-wide impact including, but not limited to organizational governance, enterprise risk management, advocacy and public policy, ethics, commercial contracts, litigation and disputes, intellectual property, corporate registrations, compliance, and corporate and real estate transactions. The General Counsel is also responsible for identifying, developing, communicating, and monitoring policies which will ensure compliance with all applicable laws and regulations.

The General Counsel is additionally responsible for ensuring that the organization's daily tactical decisions, long-term strategic initiatives, policies, and programs are developed and carried out in full recognition of all legal issues and risks. This involves obtaining and overseeing the use of outside counsel as warranted.

Primary Responsibilities

Office of the General Counsel

• Identifies and addresses legal issues relating to the organization's business and operations; recommends resolutions or alternative approaches and courses of action; provides legal counsel and support to the Executive Leadership Team, the Board of Directors and the Board's Committees regarding legal matters affecting the organization, including but not limited to regulatory and governance reporting matters.
• Drafts, reviews, and manages corporate contracts and negotiations including commercial contracts, principal partner agreements, franchise/affiliate agreements, vendor agreements including hotel and Enterprise IT agreements, master service agreements, non-disclosure agreements, real estate and equipment leases, independent contractor agreements, licensing agreements, consulting agreements, advertising agreements, and external law firm retention agreements.
• Maintains the contract lifecycle management process for the organization.
• Manages external law firm relationships to provide for efficiency and value-added legal and business advice. Coordinates and manages all organizational legal matters, engaging with external legal counsel as applicable.
• Conducts legal research and prepares memoranda, position papers, correspondence, or other materials summarizing and applying research and analysis to organizational issues.
• Manages all litigation and regulatory actions filed against or on behalf of the organization, and works with outside counsel to draft documents, answer discovery requests, prepare witnesses, attend depositions, and conduct trials. Assesses litigation risks and strategies in coordination with the executive team.
• Maintains open and close relations with the Board of Directors, its committees, and the Executive Leadership Team, serving as a liaison and resource.
• Presents to Board Committees, including the Audit Committee, Supervisory Committee, Governance Committee, Compensation Committee, and certain committees of the organization on legal issues relating to the organization's business and operations; recommends resolutions or alternative approaches and courses of action; and provides general legal counsel on complex legal matters effecting the company.
• Participates in the definition and development of corporate policies, procedures, and programs and provides continuing counsel and guidance on legal matters and on the legal implications of all matters.
• Monitors, oversees, and manages the organization's Fraud and Ethics Hotline for Employees, which includes reviewing and investigating complaints, engaging outside counsel as appropriate, and reporting findings and making recommendations to the Board, Audit Committee, and/or Executive Leadership Team.
• Oversees the Membership Fraud and Ethics Hotline, which includes directing investigations conducted by the Chief Ethics Officer, IIA affiliates, or outside counsel in accordance with the membership's Code of Ethics.
• Ensures legal awareness training and legal subject-specific training for all staff. Effectively communicates the importance of legal documents (e.g., preservation notices, contracts, subpoenas, affidavits).
• Orients new staff, Board members, and volunteers to the legal issues faced by the organization.
• Works with the Vice President of Human Resources on the implementation of appropriate retraining and/or disciplinary protocols for employees, volunteers, or independent contractors who do not meet or follow compliance requirements, policy, procedures and/or the Code of Business Conduct.
• Works with the Vice President of Human Resources to provide legal advice relating to the investigation of employee complaints.
• Manages and maintains the company's intellectual property portfolio including filing copyright and trademark registrations, monitoring for and protecting against IP infringement. Providing guidance and support to internal business units, chapters, and affiliates on IP strategy.
• Manages the budget for the Office of the General Counsel and the Board Governance program.
• Responsible for providing legal guidance related to global privacy laws and regulations.
• Undertakes special projects and assignments as needed.

Board Governance

• Oversees the planning, preparation, and on-site operations of Board meetings and select Board Committees.
• Provides guidance and oversight to the Board Governance Team to coordinate board schedules and compilation of meeting materials and ensures all outstanding issues are resolved in a timely manner.
• Responsible for managing the maintenance of all corporate records.
• Oversees the planning and execution of the Annual Meeting of Members, including mailings and filings as well as tabulation of any voting.
• Provides legal advice regarding corporate governance matters, and drafts memoranda, minutes, and resolutions, as appropriate, in connection with matters presented or to be acted upon by the organization's management, the Board of Directors, and/or Board Committees.
• Assesses and provides counsel and guidance on the organization's board and governance policies, procedures, processes, and documentation to ensure compliance with applicable laws and regulations.
• Serves as Parliamentarian for the Board of Directors and select committees and counsels on parliamentary procedure.
• Oversees the regular review and amendment of Corporate Bylaws, the Board Policy Manual, and supporting governance guidance documents.
• Oversees the Board and Board Committees nomination processes and provides counsel to the Board Governance Committee.

SUPERVISORY RESPONSIBILITIES

This position has supervisory responsibilities, including training, coaching, and managing staff. Directly supervises employees in the Office of the General Counsel and the Board Governance program. This position carries out supervisory responsibilities in accordance with the organization's policies and applicable laws. Responsibilities include interviewing, hiring, and training employees; planning, assigning, and directing work; appraising performance; rewarding and disciplining employees; addressing complaints and resolving problems. This position also supervises any independent contractors and vendors the department engages and ensures that work product meets contractual requirements.

Qualifications

• J.D. degree from an accredited law school; Florida bar admission or Florida Authorized House Counsel.
• Minimum ten years prior experience in a comparable attorney position; experience with corporate law or as in-house counsel preferred.
• Strong knowledge and experience of corporate governance matters.
• Strong business acumen with the ability to provide balanced guidance between risk and business operational needs.
• Demonstrated ability to create legal defensive or proactive strategies.
• Excellent knowledge and understanding of corporate law and organizational governance.
• Excellent verbal and written communication skills. Fluency in more than one language is always a plus.
• Strong professional judgment in making recommendations and communicating legal advice.
• Excellent organizational, research, planning, and management skills, along with high emotional intelligence, including the ability to build consensus on difficult legal and business issues.
• Demonstrated agility and nimbleness in responding to rapidly changing strategic and business objectives, job priorities, and/or team workloads.
• Experience collaborating across departments and business units on complex projects.

Compliance Responsibilities:

Responsible for ensuring compliance with all relevant laws and regulations. Responsible for keeping legal and compliance knowledge current by attending relevant training seminars and/or staff meetings (or reviewing minutes when not in attendance for actual meetings) and by reading pertinent legal and compliance related materials.

Computer Skills

Intermediate or higher ability to work in a modern corporate IT environment with expertise or a highly proficient knowledge of Microsoft Office products and legal research and compliance solutions.

We are an equal opportunity employer, and all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, sexual orientation, gender identity or expression, pregnancy, age, national origin, disability status, genetic information, protected veteran status, or any other characteristic protected by law.

This position will require work in our Headquarters office in Lake Mary, FL 40% of the time.