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Portland General Electric Corporate Secretary and Associate General Counsel in Portland, Oregon

This is an exciting time to join Portland General Electric. As Oregon’s largest electric utility, Portland General Electric is leading an energy transformation that will harness the power of clean and renewable resources. Our vision for a clean energy future relies on three interrelated and overarching strategies: de-carbonize through investing in clean and reliable energy; modernize through a smarter more resilient grid; and empower our customers in their energy technology choices.

We’re searching for innovative, customer and results-obsessed leaders to help power our mission and lead the way in championing the world’s clean energy future!

Corporate Secretary and Associate General Counsel

We are seeking a legal innovator to work alongside our dynamic Board of Directors and Senior leaders, supporting their work at the forefront of industry-leading green initiatives. You will be at the epicenter of all Board work and governance, driving best practice outcomes on behalf of our customers, shareholders, and stakeholders.

Your legal expertise and insights will be important to update the Board on corporate trends and compliance with laws and regulations, including corporate securities filings. While prior utility experience is not required, broad familiarity with the regulated utility landscape, and state regulatory environments in particular, will bring the compliance lens and risk perspective we are seeking. Strong oral and written communication, organizational, and strategic capabilities will optimize Officer and Board efforts and effectiveness – a critical factor for success in this role. Your prior legal experience and business acumen will facilitate competitive advantage for our organization.

Key Responsibilities

The Corporate Secretary and Associate General Counsel will report directly to the General Counsel, Lisa Kaner. They will have broad responsibilities for corporate securities disclosures compliance, as well as responsibility for the Corporate Governance Programs of the enterprise. Specifically, the Corporate Secretary will handle Board matters including meetings, calendar, agendas, information packages, reports and presentations management; SEC and other regulatory filings; training on new guidelines and/or upcoming trends; recent interpretations by the regulators of aspects of governance; management of appropriate ‘transparency’, succession discussions as appropriate; advise and counsel regarding any shareholder activism and shareholder proposals; and general counsel as to what are best-in-class protocols and processes for PGE specifically.

Equally important is the expectation that the Corporate Secretary will function as a key consultant and advisor to the Board in the Board’s considerations of its options, actions and obligations. The excellent management and execution of the multiple fundamental tasks of the role, mentioned above and further detailed below, are the threshold qualifications for all candidates. The selected candidate will be one who, in addition, adds value in bringing to the Board the combination of excellent judgment, deep expertise and the ability to counsel regarding pragmatic calibration of matters under consideration by the Board.

The selected candidate will work closely with the Board of Directors and the Senior Management team, as they steward policies and procedures that reflect the best practices relevant to PGE’s stakeholders, as well as its purpose, goals and growth. In addition, the selected candidate will be expected to generally facilitate the role and mandates of the Board of Directors, providing interpretation, guidance and suggestions as to the Board’s day to day operations and holistic function.

Additional specific responsibilities for this position will include:

  • Day-to-day corporate governance and securities compliance.

  • Involvement on behalf of the Board in strategic matters. as relevant.

  • Oversight of the maintenance of the company’s subsidiaries.

  • Acting as a communication channel among stakeholders and Directors.

  • Advise and assist the Chief Executive Officer and Board of Directors with respect to their fiduciary and other duties and responsibilities regarding Corporate Governance.

  • Facilitate the orientation and on-going education of Directors, under the direction of and working closely with the Corporate Governance and Nominating Committees of the Board.

  • Schedule meetings, develop agendas, provide notices and circulate materials for the Board members.

  • Organize and ensure recording of the activities and accuracy of minutes of the Board and Committee meetings.

  • Record and circulate decisions, resolutions, follow-up/action items and minutes of meetings.

  • Monitor legal developments that may affect corporate governance, and provide advice to the Board Chair, Committee Chairs, Chief Executive Officer, and the General Counsel on such developments.

  • Consult on legal issues pertaining to the Board of Directors’ mandates, fiduciary obligations, etc., and proactively provide recommendations for best path forward.

  • Carry out any other appropriate duties and responsibilities as may be assigned by the Board or Board Director, the CEO or the General Counsel.

  • Provide support to senior leadership on legal matters related to corporate governance, regulatory filings, disclosure recommendations, and policies. This includes assessing risks and potential exposure, providing advice, and developing legal responses where needed.

  • Act as custodian and repository for all records, institutional knowledge and history.

  • Ensure that the records of PGE are maintained as required by Federal and State laws, and made available when required.

Professional Experience

The selected candidate will have the following skills and experience:

  • At least 15 years of practice supporting the public company governance and securities disclosures of regulated corporations.

  • Expertise in SEC disclosure and filings, and management of all aspects of Corporate Governance from day to day operation and management of Board mandates to strategic current trends and expectations defining excellent governance.

  • Knowledge of current governance topics and significant trends in ESG and Sustainability; Transparency, etc.

  • Forward-looking orientation to “see around corners” proactively, maintaining a strategic and holistic perspective of the company’s positioning regarding corporate governance.

  • Advice for solutions regarding strategic risks/facilitation of outcomes for unanticipated events that arise and impact a company.

  • Knowledge of business/commercial law and understanding of corporate governance in such context is required.

  • Natural desire to learn and focus on the business’ goals and challenges, and how they impact and inform governance policies.

  • Experience in both a well-respected law firm and public corporation is strongly preferred.

  • Experience in the role of Corporate Secretary or Assistant Secretary.

  • Experience in corporate finance and securities law, including: 1933 Act, 1934 Act and Stock Exchange reporting and compliance issues; preparation and/or review of registration statements and Forms 10-Q, 10-K, 8-K, and Section 16 Act reports; and familiarity with the Legal issues relating to employee benefit plans, stock option plans, 401(k) plan, deferred compensation plan and similar plans.

  • Knowledge of and familiarity with Sarbanes-Oxley.

  • Experience in developing strategies to address public compliance and securities issues.

  • The ability to supervise outside counsel.

  • Demonstrated ability to manage Board meetings, proceedings and Committee meetings and agendas.

  • Proven experience facilitating and managing the flow of information to and from the Board, including Board correspondence.

  • Demonstrated knowledge of governance legislation, rules and regulations.

  • Experience supporting the Chief Executive Officer, the General Counsel, the Board, Committee Chairs and members of the senior management team in ensuring effective corporate governance, including further development of PGE’s approach to governance.

  • Experience administering the budget for a Board of Directors.

Managerial/Leadership Skills

Candidates for this position will be natural leaders and motivators, with strong oral and written communication skills. The selected person will be someone who is action-oriented, and able to see across the enterprise and organize a holistic strategy and roadmap, while also focused on the tactical and granular “to-do” items in the day to day. In addition, the selected candidate will possess the following:

  • Ability to work in a highly collaborative, hands-on culture, with experience developing and maintaining strong relationships with all key stakeholders.

  • Emotional Intelligence; ability to "read the room".

  • Excellent judgment and business savvy.

  • Ability to calibrate risks and make decisions or suggestions, even in the ‘gray’ areas.

  • An ability to act as the "calm" in the room.

  • A strong interest in working with teams and contribute to the overall productivity of the Legal department.

  • Possess superior planning skills and detail orientation.

  • A hands-on pragmatic personality; able to identify problems and render logical and appropriate solutions in a timely and decisive manner.

  • Comfortable making difficult decisions, operating in ambiguity, and supporting decisions and perspectives.

  • Resourceful, and able to balance competing priorities while considering the larger corporate goals.

  • Approachable, with an open-door management style.

  • Receptive to input from colleagues.

  • Excellent judgment, accuracy and credibility.

  • A ‘driver’ who will move the organization along.

  • Flexible, resilient.

Education

An undergraduate degree and J.D. from an accredited institution are required. Candidates must have current admission in good standing to a jurisdiction of the Bar within the United States.

Portland General Electric has retained Korn Ferry to manage this search. If you are ready for a change and want to learn more about this challenging new opportunity, please contact Julie Preng (julie.preng@kornferry.com?subject=Corporate%20Secretary%20-%20Portland%20General%20Electric) , Managing Partner, Legal Specialty Practice at Korn Ferry. You may also apply to this opportunity via our website.

Join us today and power your potential!

To be considered for this position, please complete the following employment application by the posting close date. A cover letter may be needed with your application to be considered for this position.

PGE believes in rewarding strong performance. We provide a total compensation package that is designed to reward your contributions to the company, and, at the same time, support your well-being and professional development, both now and into the future.

PGE is committed to diversity and inclusion in the workplace and is an equal opportunity employer. PGE will not discriminate against any employee or applicant for employment based on race, color, national origin, gender, gender identity, sexual orientation, age, religion, disability, protected veteran status, or other characteristics protected by law.

Assisting with storms or other Company emergencies is a part of all positions at Portland General Electric.

Talent Acquisition Contact:

Staffing@pgn.com

This job posting will close at 12:01 am Pacific Time on the closing date listed below:

At Portland General Electric, we’re innovators, builders, and achievers. We’re committed to powering our customers’ potential and making a difference for our community and the planet. Today, that commitment includes developing an intelligent and resilient electric grid, electrifying transportation and de-carbonizing the energy sector.

We’re proud to deliver an exceptional experience to help our customers thrive. Our mission is to make clean, reliable and affordable energy services available to all. We obsess over serving customers and are committed to growing employee career paths with purpose. Equity and inclusion are core business values; we celebrate our differences and are committed to developing teams that reflect the communities we serve.

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