Toronto | 5 + Years

This position is responsible for managing and maintaining the governance and compliance framework for all subsidiary entities, ensuring they operate in accordance with legal requirements, regulatory expectations, and the Corporation’s governance standards under the guidance of the Assistant Corporate Secretary and Corporate Secretary. The role includes maintaining accurate corporate records, coordinating required filings and approvals, supporting subsidiary board and officer appointments, and contributing to the continuous improvement of governance processes across the organization, as well as dealing with confidential information at the parent board level.

Duties and Responsibilities

Provides comprehensive law clerk and governance support to the Corporate Secretary and Assistant Corporate Secretary, as well as the boarder General Counsel department, including research, documentation, coordination of governance processes, and execution of corporate actions across the subsidiary group.

Maintains and oversees all subsidiary corporate records and governance documentation, ensuring minute books, registers, resolutions, organizational charts, and statutory records are accurate, audit-ready, and compliant with internal policies and legislative requirements.

Serves as the primary administrator for GEMS (global entities management platform), responsible for data governance, regular system updates, user training and support, workflow optimization, and ensuring all subsidiary-related information is accurately captured, tracked, and maintained for governance, compliance, and audit purposes.





Support the end-to-end preparation of the Management Information Circular, including coordination of internal and external stakeholders, regulatory requirements, publication, and all related aspects of the Annual General Meeting.

Coordinates, attends, and supports subsidiary board and committee meetings, including agenda planning, preparation and distribution of board materials, drafting minutes and resolutions, tracking action items, and ensuring timely follow-through on governance deliverables.

Prepares and files all required regulatory and securities disclosures, including TSX, SEDI, and OnCorp filings, ensuring all submissions are timely, accurate, complete, and fully compliant with regulatory and stock-exchange requirements.

Exercises strong judgment, independence, and qualified discretion, effectively managing competing priorities and adapting to a high-volume, time-sensitive environment with consistently high standards of accuracy and attention to detail.

Takes on additional governance, compliance, and corporate legal responsibilities as required, contributing to process improvements, special projects, and continuous enhancement of the subsidiary governance framework.

Handles sensitive and confidential information with the utmost professionalism and discretion, demonstrating integrity,



trustworthiness, and sound ethical judgment in all aspects of the role.

Qualifications
The ideal candidate would typically have 5+ years of post-qualification corporate governance experience gained in a corporate team of a leading law firm and/or a major corporation and possess the following skills:

Working knowledge of Ontario securities law, with experience preparing TSX, OnCorp, SEDI and SEDAR filings

Exceptional administrative, organizational, communication, and interpersonal skills, with strong attention to detail and accuracy

Demonstrated ability to exercise sound judgment, take initiative, manage competing priorities, and perform effectively in a high-volume, deadline-driven environment.

High level of professionalism, discretion, and respect for confidentiality, with strong written English proficiency.

Experience with board portal platforms (e.g., Diligent) and entity-management systems (e.g., GEMS) is an asset, along with a commitment to continuous improvement and adopting best practices.

Experience within a Corporate Secretary’s Office of a public company is required; post-secondary education such as a Law Clerk certificate, ICSA/CGI designation, and/or a Canadian or foreign law degree is considered an asset.

Salary Range: $115,000 - $137,000

Please note that the salary range included is a guideline only. The salary offered may vary based on factors, including, but not limited to, the successful candidate’s relevant knowledge, skills, and experience.

Tagged as: In-House, Intermediate

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📌 Senior Advisor, Subsidiary Governance Officer (Ontario)
🏢 ZSA Legal Recruitment
📍 Ontario