Job Title : Assistant Corporate Secretary
Location : Toronto
Company : Kinross Gold Corporation
Salary :
Open Date : 2024-02-17
Close Date : 2024-06-17

Start Date ASAP

Contract Full-Time, Permanent

Hybrid Work Environment (3 days in office, 2 days remote with flexible hours)

Dress Code Business Casual

Location Downtown Toronto, Outside of Union Station (TTC & GO accessible)

A Great Place to Work

Who We Are

Kinross is a Canadian-based global senior gold mining company with operations and projects in the United States, Brazil, Mauritania, Chile and Canada. Our focus on delivering value is based on our four core values of Putting People First, Outstanding Corporate Citizenship, High Performance Culture, and Rigorous Financial Discipline. Kinross maintains listings on the Toronto Stock Exchange (symbol:K) and the New York Stock Exchange (symbol:KGC).

Mining responsibly is a priority for Kinross, and we foster a culture that makes responsible mining and operational success inseparable. In 2021, Kinross committed to a greenhouse gas reduction action plan as part of its Climate Change strategy, reached approximately 1 million beneficiaries through its community programs, and recycled 80% of the water used at our sites. We also achieved record high levels of local employment, with 99% of total workforce from within host countries, and advanced inclusion and diversity targets, including instituting a Global Inclusion and Diversity Leadership Council.

Eager to know more about us? Visit Home - Kinross Gold Corporation

Job Description

The Assistant Corporate Secretary will oversee all administration processes for the board of directors, including regular and special board and committee meetings, facilitating onboarding and offboarding of board members, board orientation, and board education. They will also provide support and assistance to the Corporate Secretary, including project support as needed. They will also keep abreast of legal and governance trends and advise on corporate governance matters and related issues.

Job Responsibilities

Lead and Manage:

• all aspects of quarterly board meetings and related matters
• all aspects of director remuneration, including required regulatory filing and correspondence with directors
• the annual regulatory filing compliance process including completion of all required supporting documentation
• all recurring/periodic corporate secretarial and regulatory filings
• all corporate secretarial aspects of the annual shareholder meeting process
• aspects of subsidiary governance including acting as the primary corporate contact for the company's subsidiaries and active support for corporate reorganizations.

Manage all facets of the corporate secretarial regulatory and compliance requirements, providing direct support to the Office of the Corporate Secretary.

• Lead and manage the annual voting proxy and management information circular process from planning and scheduling to final print and distribution to shareholders. This entails significant coordination and negotiation across functions within Kinross, with directors, external service providers, and legal counsel.
• Take the lead on drafting and updating the governance section of the annual management information circular.
• Manage all required regulatory filings for Kinross with securities regulators, stock exchanges, and other relevant authorities.
• Stay up to date with changes to regulations and best practices and advise the Corporate Secretary on changes needed to stay compliant with regulatory changes and best practices.
• Act as point of contact with the NYSE, TSX, and Canadian securities administrators; managing and resolving any issues as required, including both routine and non-routine matters.
• Lead and manage the annual board evaluation process, drafting questionnaires, distributing evaluation questionnaires, and providing collated results to the board and committee Chairs.
• Attend and take minute meetings of Board Committees, coordinating with directors and across various functions to ensure all aspects of the discussion are recorded satisfactorily.
• Manage all aspects of the quarterly board meeting process, coordinating across functions for meeting materials, scheduling, and presentation.
• Manage all aspects of preparing board packages and uploading to the company's online Board materials platform.
• Coordinate and manage other board approvals, as required.
• Draft corporate governance documents including board committee charters, committee performance schedules, corporate governance guidelines, and recommend appropriate edits and enhancements in keeping with regulatory changes.
• Assess, analyze, and provide cost-saving or value-enhancing alternatives with respect to local jurisdictional governance agents and other local subsidiary governance aspects.
• Continually assess and wherever appropriate provide possible alternatives to current service providers for ways to consolidate services or realize savings.
• Lead on introducing productivity-enhancing editing software to be used across functions in the preparation of annual disclosure documents.
• Provide extensive support to finance team members with service provider options for XBRL filing transition. Act as the point of contact for Kinross corporate secretarial matters providing guidance on required approvals, documentation, and compliance requirements to various functions and across regions.
  

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• Attend professional development courses conducted by the governance professionals of Canada and the Institute of Chartered Secretaries.
• Provide input and best practices guidance on corporate secretarial aspects pertaining to matters relevant to the treasury, human resources, and finance teams.
• Act as the "go to" person for the board of directors and senior executives on aspects relating to their fees, DSUs (directors), RSUs, Options and ESPP, and the required regulatory filings.
• Devise and implement processes for the incorporation and closure of entities including regional procedural compliance and sign-offs.
• Devise and implement processes to ensure periodic reporting from regions on aspects of subsidiary governance and management to ensure the appropriate degree of corporate oversight.
• Devise and continue to maintain a calendar of corporate secretarial matters to serve as a ready reference and guide.
• Actively manage corporate subsidiaries, applying subsidiary governance best practices concerning board composition, annual proceedings, and transactional approvals: prepare annual resolutions, obtain financial statements; alert Treasury and coordinate, if necessary, change of bank account signatories; draft ordinary-course-of-business resolutions for actively managed subsidiaries.
• Monitor and maintain jurisdictional registrations/qualifications for corporate subsidiaries; perform regulatory and event-driven filings; coordinate review of foreign qualifications with Legal, Tax, Land Management, and Reclamation Dept. to ensure withdrawal of unwarranted registrations to minimize liability risk to the parent company.
• Provide support with corporate/multi-regional reorganizations/security transactions to legal team as needed; assist with drafting supporting documentation for corporate transactions and tax-driven regional reorganizations; act as lead for coordination of execution of multi-party transactional documents.
• Maintain corporate information for Kinross and current and historic subsidiaries by tracking down, collecting, and analyzing source corporate documents for transferring data from minute and closing books into the Global Entity Management System (GEMS) database
• Maintain electronic registers of directors and officers; shares and share transfers; list of signing requirements for Kinross' subsidiaries and help to ensure that documents are correctly signed to minimize legal risks.
• Maintain corporate (subsidiary ownership) organizational chart. Create customized ownership charts for outside and in-house legal and tax, regions, and resident agents, as needed.
• Act as primary corporate secretarial contact for the regions about various requests for corporate or affiliate information and/or documentation.
• Liaise with resident agents and regional legal/tax teams on various corporate matters, coordinate preparation, execution, certification, and legalization of corporate documentation as required.
  

Skills

• Proficient in MS Office: Word, Excel, PowerPoint
• Strong communication and representation skills with professionalism, tact, and diplomacy
• Results-oriented, adept at prioritizing tasks and delivering key initiatives
• Robust organizational and interpersonal abilities
• Excellent written, oral, and proofreading skills with meticulous attention to detail
• Capable of handling confidential situations with appropriate judgment
• Effective multitasking in a fast-paced environment
• Flexible and responsive to changes, quick in establishing and balancing priorities
• Clear communication of complex matters in a concise and simplified manner
• Demonstrated experience supporting and advising corporate boards
• Expertise in corporate governance and general corporate law
• Exhibits good judgment, strong analytical skills, and maintains a high professional standard

Education and Experience

Education
• University degree preferred or Law Clerk diploma

Experience
• A minimum of 5 years of related work experience or equivalent
• Sound understanding of area of expertise
• Previous experience in the mining industry is preferred

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