Director, Company Secretary, Legal, Capital Markets, Europe & Asia Pacific, Legal

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STRATEGIC BUSINESS UNIT DESCRIPTION
CIBC's Legal Department provides legal support to assist CIBC in meeting its goals and effectively managing legal outcomes, by providing independent legal advice, as well as related transactional, regulatory and litigation support, to business management across all lines of CIBC's business globally. CIBC Legal has a four part mandate:
To represent the interests of CIBC in commercial negotiations, litigation and regulatory proceedings;
To provide timely, judgment-based legal advice that facilitates informed, risk-based decision-making by business management;
To support CIBC's corporate governance, risk management and internal control framework; and
To assist business management in optimizing external legal costs.
CIBC's internal lawyers identify legal risks, provide actionable, solution-oriented advice to mitigate those risks, and work closely with their business partners to achieve favorable legal outcomes.
JOB PURPOSE
This position functions as a regional corporate secretarial resource supporting CIBC’s Capital Markets businesses in Europe and Asia Pacific. The role has accountability for all Board and Board sub-committee related matters for the relevant regional subsidiaries, including CIBC Capital Markets (Europe) S.A. in Luxembourg and CIBC Capital Markets Asia Pte. Ltd. in Singapore, as well as any further Capital Markets subsidiaries established or maintained in the regions. This position will also partner, to the extent required, with CIBC’s enterprise Corporate Secretariat department to the extent regional engagement is required to support corporate governance compliance for CIBC’s registered branches in Europe and Asia Pacific.
KEY ACCOUNTABILITIES
Serve as the primary corporate secretarial contact for Capital Markets subsidiaries across Europe and Asia Pacific, with responsibility for Board, committee, and shareholder governance processes.
Develop and manage annual governance calendars, coordinating scheduled and ad hoc Board, committee, and shareholder meetings.
Prepare and coordinate meeting notices, agendas, Board materials, resolutions, and minutes, ensuring timely, accurate, and effective governance support.
Support Boards, committees, Chairs, and directors on governance requirements, meeting procedures, and follow-up actions.
Maintain statutory records, corporate registers, governance documentation, signing authorities, and legal entity records, ensuring they remain accurate, current, and audit-ready.
Manage legal entity governance and maintenance activities, including director and officer changes, corporate restructurings, and required corporate approvals across relevant jurisdictions.
Oversee corporate filings and regulatory reporting obligations relating to legal entity governance, and manage external corporate secretarial providers and local counsel where required.
Support the implementation and ongoing enhancement of CIBC’s legal entity governance framework, including governance standards, delegated authorities, policies, and approval processes.
Monitor governance actions, track Board and committee decisions, and escalate material governance issues and risks as appropriate.
Coordinate director onboarding, governance training, and ongoing support to Board and committee members.
Partner with Legal, Compliance, Risk, Finance, Tax, Treasury, Corporate Governance, and business stakeholders to deliver effective governance and subsidiary management across the region.
Drive continuous improvement of governance processes, controls, reporting, and Board technology solutions to enhance governance effectiveness and operational efficiency.
Support the Head of Legal, Europe & Asia Pacific with Legal department practice management activities, including regulatory and professional obligations, knowledge management, team administration, and other strategic and operational initiatives.
CROSS-FUNCTIONAL RELATIONSHIPS
Frequent contact with regional and global Legal teams, Capital Markets business management, entity directors, Compliance, Risk, Finance, Tax, Treasury, Internal Audit, and external Audit and Operations to coordinate governance activities and support timely decision-making.
Regular contact with local corporate secretarial service providers, local counsel, notaries, registry agents and other external advisers across Europe and Asia Pacific to maintain entity compliance and execute Board and shareholder actions.
Regular interaction with senior executives and control partners to ensure that governance requirements are understood, Board materials are decision-ready and entity obligations are met across jurisdictions.
Regular engagement with CIBC’s Corporate Secretariat division in Canada to ensure that record keeping in relation to the regional subsidiaries is complete and accurate and representing Legal, Europe & Asia Pacific at CIBC’s Subsidiary Governance Committee.
COMPLIANCE REQUIREMENTS/RESPONSIBILITIES
As an employee of CIBC, the incumbent must comply with all applicable CIBC and Line of Business policies, standards, guidelines and controls.
The incumbent is responsible for ensuring that corporate secretarial practices for the relevant regional subsidiaries are carried out in accordance with applicable legal and regulatory requirements, internal governance standards, record retention obligations and established approval authorities.
AUTHORITIES/DECISION RIGHTS
As a key contributor to the business unit, this role has the authority to recommend enhancements to governance processes, Board administration practices, entity management controls and documentation standards in order to improve operational efficiency, governance effectiveness and regulatory compliance.
The role is responsible for determining appropriate governance process steps, escalation points and documentary requirements for routine Board, committee and shareholder matters, escalating legal or regulatory interpretation issues to senior Legal stakeholders where appropriate.
KNOWLEDGE AND SKILLS
Bachelor’s degree in Law, Business, Corporate Governance, Finance, or a related discipline, or equivalent practical experience in company secretarial, corporate governance, or legal entity management.
Experience in company secretarial, corporate governance, legal entity management or a related legal/regulatory role, preferably within banking, capital markets or other regulated financial services environments.
Strong working knowledge of corporate governance practices, Board and committee administration, minute writing, statutory records management and legal entity maintenance requirements.
Familiarity with governance requirements applicable to regional subsidiaries operating in Europe and Asia Pacific, including experience supporting entities in Luxembourg and/or Singapore, or the ability to quickly develop this jurisdiction-specific knowledge.
Ability to interpret constitutional documents, delegated authorities, governance frameworks and internal policies, and apply them pragmatically to Board and shareholder matters.
Strong organizational and project management skills, with the ability to manage multiple entities, deadlines, stakeholders and competing priorities across jurisdictions.
Excellent drafting skills, including the ability to prepare clear ag