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AVP & Assistant General Counsel, Deputy Corporate Secretary

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Date Posted: Aug 12, 2022

Location(s): New York, NY, US, 10166

Company: MetLife

PositionAVP & Assistant General Counsel, Deputy Corporate Secretary

 

Job Location:  New York, NY

 

Department: The Corporate Secretary’s Office (CSO) is responsible for corporate governance for the publicly-traded parent company as well as numerous subsidiary companies around the world.  This includes the company’s overall strategy as well as tactical matters related to the administration and execution of board meetings.  The CSO also manages U.S. Securities and Exchange Commission compliance and required disclosures as a public company, as well as the legal support for capital markets transactions.

 

The Role:

The AVP & Assistant General Counsel, Deputy Corporate Secretary will serve as the Public Company Governance Practice Group Lead.  He/she will play a critical and proactive role in managing corporate governance, including planning and coordinating Board of Directors and Committee meetings and related governance activities of the officers for both MetLife Inc. (MET) and Metropolitan Life Insurance Company (MLIC).  The AVP & Assistant General Counsel, Deputy Corporate Secretary will partner closely with senior management to develop meeting agendas and provide expert corporate governance advice in connection with various capital management matters, the structuring of transactions and other business matters that require Board of Director and/or officer approval. The AVP & Assistant General Counsel, Deputy Corporate Secretary will work closely with the Senior Vice President and Corporate Secretary and provide assignments, advice and guidance to direct reports and paralegals aligned with the Corporate Secretary’s Office from the Legal Affairs Services Team.

    

Key Responsibilities:

  • Working closely with the Senior Vice President and Corporate Secretary, manage, implement and optimize the corporate governance practices and procedures and the corporate secretarial framework for Metlife, Inc. and Metropolitan Life Insurance Company.
  • Serve as an Assistant Corporate Secretary of MET, MLIC and certain other U.S. subsidiaries, attending board and board committee meetings and serving as recording secretary.
  • Prepare/coordinate preparation for MET and MLIC governing body and committee annual and regular meetings, including drafting minutes, consents, resolutions, agendas, scripts, memorandum, presentations, other meeting materials and coordinate meetings.
  • Perform research and analysis and prepare summaries, reports, memorandum, and opinions for the MET and MLIC Boards of Directors regarding corporate governance matters, fiduciary duties, disclosure and other legal requirements, metrics and other business matters.  Advise key stakeholders including Directors with respect to such matters.
  • Manage preparation and maintenance of MET and MLIC corporate documents, including articles, bylaws, charters, and related documentation and advise on and/or handle adoption of amendments as necessary or advisable.  Manage the annual review of Board Committee charters, and develop CSO’s initial recommendations for revisions necessary to achieve compliance with SEC and NYSE requirements and adherence to best practices.
  • Oversee the corporate governance sections of the Company’s Proxy Statement to ensure they meet applicable disclosure requirements, shareholder expectations and is consistent with best practices.
  • Advise on and/or prepare documentation regarding various domestic regulatory matters and filings relating to governance, corporate entities, shareholders, directors and officers, capital management, strategic transactions, business operations, and other matters. 
  • Manage the MET annual Board of Directors and Committee evaluation process, which is a key shareholder expectation, ensuring a smooth process for Directors and Executive Group members.
  • Oversee the annual process to determine Director independence, financial literacy and determination of audit committee financial experts, to ensure compliance with applicable SEC and NYSE requirements.
  • Manage conflicts checks, analyze applicable securities and disclosure laws, and assist independent Directors and Executive Officers in evaluating opportunities to determine any impact on their independence (if applicable), as well as the existence or possibility of any conflicts of interest, competitive/antitrust concerns, required disclosure or related party transactions. 
  • Manage and plan MET and MLIC independent director onboarding.
  • Train, manage, oversee and motivate staff to ensure proper support of the MET and MLIC governance and secretarial function.  Responsible for the talent and skill development of these associates.

 

Key Relationships:

  • Reports to: Senior Vice President and Corporate Secretary
  • Direct reports/team: Two attorneys (Senior Counsel and Assistant Secretary); provide assignments/guidance to two paralegals.
  • Key Stakeholders: MetLife, Inc. (MET) Board of Directors, Global Senior Level leadership, business lines, Legal Affairs, Internal Audit, Finance Management Group, Human Resources

 

Essential Business Experience and Technical Skills:

  • J.D. degree
  • Five or more years of relevant legal experience in public company corporate governance matters, including board meeting support.
  • Ability to identify and resolve legal issues related to public company corporate governance and disclosure through research, analysis, and developing practical and well-reasoned solutions.
  • Familiarity with SEC rules, NYSE rules, and related considerations, particularly as they apply to public company disclosures, board composition, director independence, conflicts, and related person transactions.
  • Draft and edit effective corporate governance documents and communications such as Board and Committee charters, corporate bylaws, Board memoranda and presentations, with scrupulous attention to detail and accuracy.
  • Communicate effectively and with precision, both orally and in writing.
  • Able to work independently; exercise good judgment in determining when to consult management, colleagues, and clients.
  • Good instincts and intuition in dealing with executive management and independent directors.
  • Ability to lead others “from the front,” providing the appropriate balance of autonomy and support.
  • Handle substantial and varied workload and time sensitive situations effectively, with the ability to prioritize.
  • Familiarity with environmental, social and governance (ESG) issues facing public companies is a plus.
  • In-house experience not required, but a plus.

 

 

      MetLife Success Principles

  • Experiment with Confidence – Courageously learn and test new ideas without fear of failure
  • Act with Urgency – Demonstrate speed to action with agility and determination
  • Seek Diverse Perspectives – Source ideas and feedback to expand thinking and make informed decisions
  • Seize Opportunity – Drive responsible growth and identify areas for continuous improvement
  • Champion Inclusion – Foster an environment where everyone is valued, heard, and can speak up
  • Create Alignment – Partner with others across the organization with candor and transparency
  • Take Responsibility – Be accountable and act in pursuit of the right outcomes
  • Enable Solutions – Anticipate and address obstacles while managing risk
  • Deliver What Matters – Execute meaningful priorities and follow through on commitments

 

 

MetLife:

MetLife, through its subsidiaries and affiliates, is one of the world’s leading financial services companies, providing insurance, annuities, employee benefits and asset management to help its individual and institutional customers navigate their changing world. Founded in 1868, MetLife has operations in more than 40 countries and holds leading market positions in the United States, Japan, Latin America, Asia, Europe and the Middle East.

 

We are one of the largest institutional investors in the U.S. with $669 billion of total assets under management as of December 31, 2021. We are ranked #46 on the Fortune 500 list for 2021. In 2020, we were named to the Dow Jones Sustainability Index (DJSI) for the fifth year in a row. DJSI is a global index to track the leading sustainability-driven companies. We are proud to have been named to Fortune magazine’s 2021 list of the “World’s Most Admired Companies.”      

           

MetLife is committed to building a purpose-driven and inclusive culture that energizes our people. Our employees work every day to help build a more confident future for people around the world.

 

We want to make it simple for all interested and qualified candidates to apply for employment opportunities with MetLife.  If you need assistance and/or a reasonable accommodation due to a disability during the application or the recruiting process, please send a request to accommodations@metlife.com or call our Employee Relations Department at 1-877-843-3711.

 

MetLife is a proud Equal Employment Opportunity and Affirmative Action employer dedicated to attracting, retaining, and developing a diverse and inclusive workforce. All qualified applicants will receive consideration for employment at MetLife without regards to race, color, religion, sex (including pregnancy, childbirth, or related medical conditions), sexual orientation, gender identity or expression, age, disability, national origin, marital or domestic/civil partnership status, genetic information, citizenship status, uniformed service member or veteran status, or any other characteristic protected by law.

 

MetLife maintains a drug-free workplace.

 

 

For immediate consideration, click the Apply Now button. You will be directed to complete an on-line profile. Upon completion, you will receive an automated confirmation email verifying you have successfully applied to the job.

 


 


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