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Corporate Secretary

Corporate Secretary

Nch’ḵaỷ Development Corporation (NDC) was established in 2018 as the economic development arm of the Squamish Nation – Sḵwx̱wú7mesh Úxwumixw. Nch’ḵaỷ’s mandate is to develop, manage, and own the active businesses of the Nation and was created to allow for the separation of business and politics within the Squamish Nation.

Our mission is to generate wealth and prosperity from economic opportunities for current and future generations of the Squamish Nation. 

 

JOINING OUR TEAM

The Corporate Secretary is a Permanent Full-Time position based at Nch’ḵaỷ’s Head Office. Our Head Office is in West Vancouver, BC on the traditional, ancestral, and unceded territory of the Sḵw̱xwú7mesh (Squamish) Nation and its people. You will be working towards generating wealth and prosperity for the people of the Squamish Nation.  You will be working with an ambitious and supportive team and will have the opportunity for continuous learning, development, and growth within your job and career. 

We offer our Team Members generous benefits to help them achieve their goals and support our company culture. We are looking for Team Members who align with our values, the Sḵwx̱wú7mesh values of Úxwumixw (Community), Stélmexw (People, Collective), Nexwníw (Pride), Wenáxws (Empowerment, Respecting Others), Siyám̓in (Leadership, everyone has a role to play), Snew̓íyelh (Teachings, Knowledge, Culture, Tradition, Resilience, Foundation).

 

In return, we offer:

  • Opportunities for career growth and development,
  • Friendly and supportive work environment and an ambitious team,
  • Hybrid work schedule (up to 2 days/week remote),
  • Extended dental and health care benefits,
  • Employee and Family Assistance Program,
  • Pension Plan and Supplementary Savings Plan,
  • Life Insurance,
  • Paid leave (i.e., sick leave, vacation, family days) and 14 statutory holidays including National Indigenous People’s Day and National Day of Truth and Reconciliation.
  • Salary Range: $91,933 to $118,200

 

Scope of the Position

The Corporate Secretary (CS) is appointed by the Chief Executive Officer (CEO). The CS is accountable to the Nch’ḵay̓ Board of Directors and reports to the CEO and the Chair of the Board. The CS is responsible for preparing and maintaining statutory records of Nch’ḵay̓ Development Corporation and its subsidiaries. The CS works with external legal counsel on corporate and regulatory matters.

The Corporate Secretary plays an important role in supporting the effective functioning of the Board of Directors and CEO Office and is responsible for board support, legal compliance, corporate governance, maintaining statutory records, and facilitating shareholder relations.

Key responsibilities include: compiling materials and preparing packages for board meetings; ensuring compliance with legal and regulatory requirements; advising on corporate governance matters, facilitating communication between board members, and assisting in the implementation of board decisions.

A strong legal and/or regulatory background is essential for this role.

A. BOARD SUPPORT & ADMINISTRATION

  • Coordinating Board Meetings:

Board meetings ensure effective decision-making within Nch’ḵay̓. The CS, with the support of the Executive Assistant to the CEO, needs to lead and execute the logistics and documentation necessary for successful board meetings.

  • Documentation – Minutes and Resolutions:

Accurate documentation of meeting minutes and director resolutions is essential for maintaining transparency and accountability within board meetings. The CS is responsible for capturing and preserving these key records of discussions, decisions, and actions taken. The CS establishes and maintains the necessary systems and policies to meet Nch’ḵay̓’s standards and compliance. Nch’ḵay̓ currently uses Diligent board books for board materials.

  • Annual General Meetings (Annual Gatherings):

Annual General Meetings for Nch’ḵay̓ and its subsidiaries are unique, as Nch’ḵay̓ is wholly owned by the Squamish Nation. The Squamish Nation Chairperson holds the sole shareholder vote on behalf of the Nation and Council, so there is no formal Annual General Meeting or shareholder forum. However, there are other reporting requirements driven by the governance rules of Nch’ḵay̓.

Annual Gatherings serve as an important forum for Nch’ḵay̓ and its businesses to engage with their Squamish Nation interest holders (i.e., Squamish Nation Council and Squamish Members) and other Nation entities (e.g., Hiy̓ám̓ Housing). The Annual Gathering is where Nch’ḵay̓ reports on its businesses’ performance and strategic progress. The CS supports the Communications & Engagement team in the coordination and facilitation of the Annual Gathering, ensuring compliance, transparency, and effective communication with all parties.

  • Board Communication and Correspondence:

Effective communication and correspondence are essential for fostering transparency, alignment, and collaboration among the board of directors. The CS manages the board materials, ensuring timely dissemination of information, and maintaining clear channels for effective correspondence between board members and staff, Council, and external parties.

  • Board Evaluations and Director Development:

Board evaluations and director development are essential components of effective corporate governance, and the CS supports the Board Chair in overseeing these processes, including assisting with coordinating board assessment and evaluation processes.

  • Board Member Administrative Support

Provide Board members with administrative support while carrying out their duties (e.g., arranging travel and accommodation, processing expenses, technical support, etc.)

  • Conflicts of Interest

If there is a conflict of interest, actual or potential, on any particular matter, between the Corporate Secretary’s responsibilities to Nch’ḵay̓ and his/her responsibilities to the Board, it is the responsibility of the Corporate Secretary to draw this actual or potential conflict of interest it to the attention of the Board through the Board Chair.

B. LEGAL FRAMEWORK AND GOVERNANCE

  • Corporate Governance:

The CS ensures compliance, transparency, and accountability within Nch’ḵay̓. By overseeing the governance frameworks and practices, the CS drives key ethical standards and regulatory requirements. In collaboration with external legal advisors, the CS supports matters related to legal structure and governance for corporate restructurings, including acquisitions, mergers, and dispositions.

  • Promoting Ethical Practices:

Ethical practices are foundational in Nch’ḵay̓’s identity and reputation. The CS promotes and upholds ethical standards and will be responsible for developing and implementing a robust ethical framework and code of conduct, ensuring compliance with Nch’ḵay̓’s values, applicable laws, and regulations.

  • Liaison with Regulatory Authorities:

The CS serves as a key point of contact and facilitator in Nch’ḵay̓’s interactions with regulatory authorities. The CS maintains effective communication channels, fostering relationships, and ensuring compliance with regulatory requirements. The CS stays abreast of regulatory changes, updates, and reporting obligations, guiding the board and management on compliance matters.

  • Liaison with External Legal Counsel:

The CS serves as a key point of contact with Nch’ḵay̓’s external corporate legal counsel and other legal professionals serving Nch’ḵay̓ and its subsidiaries. The CS provides Nch’ḵay̓ Executives with support and guidance regarding potential engagements with external legal professionals as required on projects and transactions.

C. COMPLIANCE AND STATUTORY OBLIGATIONS

  • Maintenance of Statutory Registers and Records:

With the support of external corporate legal counsel, the CS is responsible for the maintenance of statutory registers and records. The CS ensures compliance with legal and regulatory requirements, by meticulously managing these records and safeguarding the integrity and transparency of Nch’ḵay̓’s corporate governance framework.

  • Management of Statutory Books:

The CS diligently oversees Nch’ḵay̓’s statutory compliance, transparency, and accessibility of vital information, contributing to effective governance and legal compliance for Nch’ḵay̓ and its subsidiaries.

D. COMPLIANCE WITH LAWS AND REGULATIONS

  • Internal Compliance Policies and Procedures:

Internal compliance policies and procedures promote ethical behavior, mitigate risks, and ensure regulatory compliance. The CS collaborates in developing and implementing robust compliance policies and measures, fostering a culture of adherence to internal guidelines, and safeguarding Nch’ḵay̓’s reputation and integrity.

  • Regulatory Reporting:

The CS ensures accurate and timely reporting to regulatory authorities. By maintaining strong relationships with regulatory bodies and effectively managing reporting obligations, the CS upholds transparency, regulatory compliance, and a strong reputation for Nch’ḵay̓.

E. COMMUNITY RELATIONS

  • Communication and Engagement with Partners:

Effective communication and engagement with Nch’ḵay̓ partners are vital for building trust, transparency, and maintaining strong relationships. The CS facilitates this process, ensuring clear and timely communication, addressing partner concerns, and promoting meaningful engagement to uphold the Nch’ḵay̓’s reputation and foster partner confidence.

  • Squamish Nation Council Meetings and Resolutions:

Squamish Nation Council meetings serve as important forums for Nch’ḵay̓ to engage with Council, discuss key matters, and make crucial decisions. The CS drafts resolutions put forth for Council’s approval and collaborates with the Nation’s legal counsel on its content and adherence to the Nation’s standards and processes, thereby fostering transparency, accountability, and meaningful Council engagement with Nch’ḵaỷ̓.

  • Partnership Registers and Ownership Records:

Maintaining accurate and up-to-date registers and ownership records for a clear understanding of the legal structures. With the support of external corporate legal counsel, the CS manages these records, and ensures their integrity, confidentiality, and compliance with regulatory requirements, thus enabling effective communication, engagement, and decision-making.

F. REQUIREMENTS

QUALIFICATIONS, KNOWLEDGE, EXPERIENCE & SKILLS

  • Education
      • A degree in law or paralegal diploma, from a recognized Canadian institution, or equivalent is required,
      • Relevant corporate governance qualification and/or certification,
      • Being a member of CGIC is preferrable.
  • Knowledge
      • Knowledge of legal and regulatory frameworks,
      • Risk management expertise,
      • Deep understanding of corporate governance and best practices.
  • Experience
      • Five (5) or more years of experience as a paralegal at a corporate law firm or as a corporate secretary or equivalent,
      • Significant experience with legal, governance and regulatory frameworks in Canada,
      • Experience with public and private companies in Canada, with significant board-level interaction,
      • Working experience in legal procedures and practices involving drafting, processing, and filing various legal documents and agreements,
      • Experience with corporate governance and shareholder engagement on governance issues.
      • Experience with First Nation corporate governance matters and corporate structures is highly desirable.
  • Key Responsibilities
      • Oversee the preparation and distribution of Board packages prior to every Board and Committee meeting.
      • Manage and maintain physical and electronic corporate records for Nch’ḵay̓ and its subsidiaries.
      • Oversee the preparation and filing of all annual reports and corresponding director resolutions for Nch’ḵay̓ and its subsidiaries.
      • Oversee preparation and filing of BC corporate registry filings and resolutions to change directors, officers and addresses for Nch’ḵay̓ and its subsidiaries.
      • Prepare, edit, and file resolutions for Nch’ḵay̓ and its subsidiaries.
      • Oversee preparation and filing of BC corporate registry filings and resolutions to change.
      • Governance liaison for officers and directors, including arranging board and committee meetings.
      • Prepare meeting agendas and supporting documentation, including resolutions, in advance of all meetings.
      • Attend board and committee meetings and record meeting minutes, information items, actions and directives, and reports on outstanding agenda items.
      • Support the Communications team in organizing Annual Gathering and other key meetings, including preparing required documents.
      • Work with directors and officers to create and update existing governance policies, mandates, and procedures.
      • Assist with document preparation for corporate restructurings, reorganizations, acquisitions, joint ventures, partnerships, and financing.
      • Ensure compliance with federal and provincial corporate governance laws, as well as Squamish Nation governance requirements.
      • Liaise with corporate general counsel, and coordinate with executives on engagements with legal providers to advise on transactions and projects, including the Squamish Nation legal services provider(s).
      • Advises the Board Chair on any conflict, real or potential that might occur between the Board and the CEO
  • Skills, Behavior, and Abilities
    • Highly ethical conduct in all areas of work,
    • Ability to inspire confidence and create trust; courteousness and responsiveness is key.
    • Ability to work under pressure and effectively manage personal workload.
    • Excellent verbal and written communication skills with the ability to communicate clearly, strong vocabulary, spelling, and grammar,
    • Advanced minute-taking ability and attention to detail,
    • Proficiency with computer programs and software including Diligent Boards platform, MS Word, MS Excel, MS PowerPoint, Outlook, Teams and SharePoint, and other relevant programs.

G. Special Requirements

  • Willing to work additional hours as required, including occasional weekends.
  • Able to travel to meet the demands of Nch’kaý.

 

Doing business the Sḵwx̱wú7mesh way, on unceded Sḵwx̱wú7mesh territory

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