Counsel - Office of Corporate Secretary and Corporate Governance

This is a hybrid role with the expectation to be in the Raleigh or Charlotte office regularly (Tuesday, Wednesday, and Thursday) with other additional days in the Raleigh office based on board, committee, and supervisor expectations. Preference will be given to candidates in the Raleigh area.

First Citizens is seeking an exceptional attorney to join its team of driven legal professionals as Counsel. In this position, you will be part of the Office of Corporate Secretary team, which performs corporate governance and secretarial functions in support of the board of directors and in coordination with senior management, and advises key risk functions, all in a manner to ensure alignment with large bank regulatory expectations. Members of our team interact with almost every business, product, and function, so are expected to develop a broad horizontal perspective and ability to help 'connect the dots.'

The primary focus of your role will be to perform corporate governance tasks, such as preparing resolutions, agendas, minutes, and charters, advise concerning federal and state regulatory matters relating to board and committee governance of a large financial institution, and facilitate other corporate governance practices. You will work with cross functional groups and coordinate and collaborate with business and corporate functions to provide support for the Board and senior management.

This is a dynamic role requiring flexibility, curiosity, adaptability, enthusiasm, teamwork, and a growth mindset.

• Advises on board governance and corporate secretary matters.
• Works directly with members of the Board of Directors and Board committees with respect to board governance and corporate secretary responsibilities.
• Reviews, revises and provides substantive assistance on bank policies, standards, and operations related to Board and governance roles and management committee structure and governance.
• Drafts, revises, and reviews Legal Department policies, standards, processes and procedures, identifying and documenting areas for enhancement and efficiencies and relevant protocols and templates.
• Performs corporate secretary functions, including drafting, revising, and reviewing charters, materials for Board meetings, including agendas, resolutions, consents, executive summaries, talking points, minutes.
• Assists with the processes for signing authorities, including the appointment of officers, issuance of incumbency certificates, and researching past Board action.
• Performs legal research and analysis of state and federal corporate laws, regulatory matters, corporate history documents and minute books, and other relevant matters.
• Assists in other special projects, as may be assigned from time to time.
• Coordinates legal and governance support with risk, compliance, audit, credit, and business partners to implement practical, risk-calibrated solutions that support growth of the business and are consistent with sound governance practices.
• Supervising outside counsel and effectively managing legal costs.
• Drafts memoranda and other written product related to all of the above.

• Juris Doctor (J.D.)

• Excellent academic credentials.
• At least 5-7 years of relevant experience (either at a top-tier law firm, or in-house, or equivalent).
• Experience working in support of senior leaders and board of directors.
• Corporate governance or Corporate Secretary experience preferred.
• Large bank or financial institution experience preferred.
• Active and in good standing membership to at least one state bar.

Additional Expectations:

• Eagerness to work on different legal matters/topics including those outside primary areas of expertise.
• Drive for continuous learning and skill development.
• Superior written and oral communications skills, and excellent interpersonal skills.
• Demonstrated ability to approach issues with both a rigorous attention to detail and a "big picture" strategic focus.
• High level of integrity.
• Ability to work well under pressure and have a tolerance for ambiguity.
• Ability to exercise independent judgment and discretion.
• Hard working, well organized, and able to manage numerous projects simultaneously under tight deadlines.
• Collaboration skills in a team-first environment.
• Strong Microsoft Office capabilities and ability to implement and learn new software applications.

Benefits are an integral part of total rewards and First Citizens Bank is committed to providing a competitive, thoughtfully designed and quality benefits program to meet the needs of our associates. More information can be found at https://jobs.firstcitizens.com/benefits.