Job Responsibility:

WORK ILLUSTRATION:

Reporting to the Senior Manager, Corporate Governance, the Governance Counsel is responsible for coordinating activities that support the Corporate Secretariat, Governance and Business Services functions of the Corporate Business Development, Governance and Risk Management Department. The incumbent supports the daily operational functions of the Corporate Secretariat and the division's responsibilities for the organization's enterprise risk management and corporate governance through integration with the risk team and the development, analysis and implementation of corporate governance solutions relating to regular and special Board of Directors processes, matters and meetings. This includes supporting the management of enterprise risks; the governance relationship with the shareholder; mandates/charters and other documentation; education; evaluation and reporting, particularly as these issues relate to regulatory (e.g. OEB and OSC) requirements. The incumbent is also responsible for the day-to-day review of all disclosure materials, including material legal disclosure, for legal compliance as well as consistency with corporate strategy, external stakeholder management plans and the organization's risk framework. This position also provides legal subject matter expertise in key areas (e.g. Corporate Finance, Securities Law, Disclosure, Affiliate Relationships Code) and is the primary business unit liaison to internal stakeholders for resolving applicable legislative, regulatory and governance risks.





The incumbent is expected to behave ethically and follow the established code of business conduct, policies and internal control procedures, laws and regulations governing Toronto Hydro.

Toronto Hydro has implemented a mandatory vaccination requirement for all its employees. Proof of full vaccination will be required upon receiving a conditional offer of employment. Toronto Hydro will provide reasonable accommodation to individuals who cannot be vaccinated due to disability or any other ground protected by the Ontario Human Rights Code.

KEY RESPONSIBILITIES:

- Supports the planning and daily functioning of the Corporate Secretariat.
- Acts as a key contributor to the day to day functionary to the Corporate Secretariat portfolio which includes the preparation of materials, research, and day-to-day interaction related to those materials with board members.
- Researches and provides advice on board and corporate governance best practices, developments, benchmarking and compliance.
- Acts as a reviewer of all disclosure materials for legal compliance as well as consistency with the organization's strategy / objectives and risk management framework.
- Coordinates legal elements of transactional projects such as corporate finance transactions, alternative and new forms of financing and business,



and joint venture arrangements.
- Interacts with internal stakeholders and external counsel to develop thorough and detailed materials for Board of Directors in response to recent business and corporate transactions.
- Supports the Policy administration process.

REQUIREMENTS:

- Bachelor of Laws (LL.B) or Juris Doctor (JD).
- A member in good standing with the Law Society of Ontario.
- One (1) or more years of experience in corporate governance, corporate structuring, corporate finance, securities law, transactional or corporate secretarial experience.
- Knowledge of the electricity or energy industries preferred.
- Knowledge of legislation and common law impacting the organization.
- Superior judgment, maturity and decision-making skills to enable engagement with organization's boards and executive management on extremely sensitive and confidential matters.
- Ensure consistent preservation of confidentiality and solicitor/client privilege in all aspects.
- Superior verbal and written communication skills.

Toronto Hydro has introduced a Hybrid Work Arrangement. This position allows for remote work up to three days per week, based on business needs. Employees will be required to come onsite on those days when they are involved in activities that they or their leader feel are better conducted in person. You are expected to live in Ontario and within reasonable commuting distance of the office. #LI-Hybrid

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📌 Governance Counsel (Toronto)
🏢 Toronto Hydro
📍 Toronto