Securities and Governance Paralegal

The Securities & Governance  Paralegal performs a broad range of paralegal duties for the Securities and Corporate Governance team. This role is responsible for supporting the company’s strategy for corporate governance and resolving legal issues associated with securities laws and stock exchange filings and compliance.

Reports To: Director, Securities & Governance

Span of Control: No direct reports

Securities Laws Compliance and Disclosure Support and Coordination

• Coordinates legal input and provides overall legal and filing support for current and periodic SEC reports, including Forms 10-K, Forms 10-Q, Forms 8-K, and exhibits.
• Coordinates legal and internal stakeholder input and provides overall legal and filing support of proxy statements, registration statements (Forms S-8 and Forms S-3), and related materials.
• Serves as Disclosure Committee secretary.
• Conducts legal research.
• Drafts and provides overall legal and filing support for Section 16 reporting and managing EDGAR codes.
• Manages and coordinates NYSE listing standards compliance.
• Provides overall legal support for insider trading policy compliance and Rule 10b5-1 plans, including maintaining blackout list, and responsible for oversight of pre-clearance process.
• Manages and coordinates with stock transfer agent, including share repurchase programs, dividends, and escheatments. Collaborates with compensation and external reporting team for stock reconciliation.
• Manages dividend process, including board and committee approval process, NYSE notification, transfer agent coordination and collaborating with Treasury and Communications on dividend tasks.
• Reviews and coordinate gathering of information, materials, documents, reports and evidence necessary to respond to due diligence requests related to public and private equity and debt offerings.
• Performs related duties and responsibilities as required, including contract drafting and reviews.
• Manages ISS/Glass Lewis data verifications and monitors company’s score status.
• Prepares drafts and coordinates execution of Legal Department representation letters or requests for representation letters from auditors and others regarding Owens Corning liability or potential liability in support of public dissemination of company financial information.
• Coordinates with external auditor to provide required support materials related to certain SEC filings

Corporate Secretarial Function and Corporate Governance Support and Coordination

• Supports corporate secretarial function, responsibilities include:
  • Communication with the board of directors and relevant board committees;
  • Manage board postings and Diligent platform;
  • Responsible for maintaining Owens Corning corporate record books, including tracking board attendance for disclosure purposes;
  • Preparation and coordination of materials for the board of directors and board committee meetings, including drafting agendas;
  • Provides overall legal and process support for evidencing approvals from the board of directors and/or board committees, including drafting all resolutions and minutes;
  • Manages annual board self-evaluation process; and
  • Assist with onboarding new directors and committee secretaries.
• Provides overall legal and process support for critical governance outreach activities to investors.
• Maintain Corporate Governance documents, such as charters, governance guidelines and director qualification standards.
• Prepares and distributes Director and Officer questionnaires.
• Provides overall legal and process support for the annual meeting of stockholder matters, including:
  • Manages stock transfer agent, proxy solicitor, financial printer, depositories and brokers, stock exchanges and others relating to preparations for the annual meeting including printing and dissemination of proxy materials, voting procedures, virtual annual meeting preparations, agendas, ballots, oaths and other legal documents; and
  • Draft minutes of meeting.

Other functions

• Track and communicate all material deadlines.
• Coordinate with Securities and Corporate Governance team on budgeting and monthly forecasting for deals.
• Provide overall support to the Securities & Governance team.

Leading the Corporation

• Inspires teamwork across all functions and business groups to maximize the performance of the Company and the development of people.
• Is regarded by the legal team and business partners as uniquely skilled at working across organizational and geographic boundaries.
• Is regarded by the employees of Law Department as a role model for their growth, development, and conduct.
• Communicates legal and compliance issues and strategy to leaders in a timely and effective way.

MINIMUM QUALIFICATIONS:

• Relevant experience and demonstrated results in above referenced responsibilities
• Minimum of 5 years of experience as a paralegal at a publicly traded company or top law firm
• Demonstrated interest and knowledge of securities and/or corporate governance

PREFERRED EXPERIENCE

• Bachelor’s degree and/or Paralegal studies degree

• Experience working with a global, public company and Board of Directors
•  Experience with Diligent or other board platform
•  Experience with Workiva or other Section 16 reporting platforms

KNOWLEDGE, SKILLS & ABILITIES

 Exceptional attention to detail

• Demonstrated ability to be successful in a matrixed organization
• Strong leadership capability to drive growth in a global organization
• Curiosity and growth mindset
• Desire for learning and growing
• Strong active listening skills
• Ability to collaborate and build strong relationships at all levels, including senior leaders, executives and the Board of Directors.
• Strong project management skills
• Strong written and verbal communication skills
• Flexible and able to prioritize in accordance with changing needs and time constraints
• Strong drafting,  proofreading, and editing skills
• Proven ability to work independently and multi-task in a fast-paced environment
• Openness to learn and leverage technological solutions
• Excellent problem solving and analytical ability
• Ability to lead cross-functional teams
• Team player and self-motivated
• Willingness to travel periodically (domestic)

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