Manager, Legal Analyst Corporate Governance

About this Position

The individual serving in this role will manage corporate governance matters for, and will serve as Assistant Secretary of, several of the firm’s North America subsidiary entities, the T. Rowe Price Foundation, Inc. and T. Rowe Price Program for Charitable, Inc. The individual will be primarily responsible for ensuring compliance with entity organizational documents, applicable state/federal laws, T. Rowe Price policies, and departmental and team established processes and procedures. This role and team are based in our T. Rowe Price Owings Mills complex in Owings Mills, Maryland.  The individual in this role will also need to periodically travel to our corporate headquarters at Harbor Point in Baltimore, Maryland for meetings hosted there. 

Role Summary

Under general supervision of the Managing Legal Counsel, the individual implements the governance model and conducts corporate secretarial activities for several of the firm’s subsidiary and independent, non-profit entities. The individual will monitor subsidiary actions to ensure they align with T. Rowe Price’s strategy and core values, and are in the best interests of the firm. The individual will join the firm’s Corporate and Funds Administration team and will work closely with inhouse attorneys as well as internal and external stakeholders to support corporate governance and board meeting administration for such entities. The individual will oversee the execution of all board and committee meetings; facilitate director onboarding/offboarding procedures; draft board meeting minutes and materials; analyze corporate and board governance matters and requests and provide regulatory or corporate recommendations or solutions, as needed; and serve as the primary liaison between legal counsel, board members, and management.

Responsibilities

• Responsible for ensuring that the entities and boards of directors meet applicable governance requirements. Regularly monitors, researches, and analyzes requirements under applicable statutes and regulations. Focus will be primarily subsidiaries domiciled in Maryland.
• Drafts, revises, and maintains all corporate governance, board meeting, and entity organizational documents (transactional records, board meeting minutes and resolutions, charters, bylaws, director’s manuals, etc.).
• Serves as the official record keeper of all corporate records and ensures such records are accurate, complete and properly secured in accordance with team’s procedures.
• Ensures meetings involving the boards of directors, board committees, and/or shareholders are correctly planned, coordinated, managed and documented. Supports various business units to facilitate the delivery of board materials on-time and in an appropriate format. Monitors the tabulation of voting results and records decisions. Assists with onboarding and continuing education of directors on director’s duties and responsibilities.
• Oversees communication and coordination of board-related information and serves as the primary liaison between legal counsel, the board and other business units. Communicates with internal and external legal counsel and independent auditors.
• Maintains comprehensive understanding of corporate governance regulations, practices and policies. Builds in-depth expertise by staying well-informed of corporate governance trends and best practices in the industry.
• Supports strategic initiatives by identifying potential conflicts, risks, or compliance issues and recommends corrective and preventive measures to ensure transactions are accurately executed, reported, and recorded.

Qualifications

Required:

• Bachelor's degree or the equivalent combination of education and relevant experience AND
• 5+ years of total relevant work experience

Preferred:

• Excellent written and verbal communication skills, including ability to draft board minutes and resolutions.
• Must be a detail-oriented, well-organized, critical thinker with strong analytical skills, who is able to manage multiple tasks effectively and work consistently to established deadlines.
• Be able to work independently but also highly collaborative with strong interpersonal skills and the ability to work effectively with team members and with individuals across all levels of the organization, including executive management.
• Experience using document management systems to organize and distribute board materials and entity management platforms (ex. Diligent Boards, and Diligent Entities), a good working knowledge of standard office technology and equipment, and general office procedures.
• 5+ years’ work experience in a similar role.

FINRA Requirements

FINRA licenses are not required and will not be supported for this role.

Work Flexibility

This role is eligible for hybrid work, with up to two days per week from home.

Applicants for employment in the US must have work authorization that does not now or in the future require sponsorship of a visa for employment authorization in the United States (e.g., H1-B visa, F-1 visa (OPT), TN visa or any other non-immigrant work status).

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