General Counsel and Director Governance & Risk Management

Leaders International Executive Search
Posting Date:
Jun 06, 2024
Company/Firm:
Leaders International Executive Search
Area of Law:
Corporate Governance; Risk Management
Position Type:
Full time
Deadline:
Jul 06, 2024
Location:
Winnipeg
Experience:
5+

Description

This position has the possibility to work remotely across Canada; however, preference would be for the successful candidate to reside in Winnipeg.

About Ducks Unlimited Canada

Our strength comes from working together

Ducks Unlimited Canada (DUC) is our country’s largest nature conservancy and recently celebrated 85 years of excellence in wetland conservation. Since our humble beginnings, our work has come to be recognized worldwide for the significant value it provides not just to species and biodiversity but also to people and communities where wetlands serve as nature-based solutions to floods, droughts, water pollution and the impacts of climate change. Our strength comes from working together and partnering with all who care about the landscape to help deliver our mission.

Our Mission: To conserve, restore and manage wetlands and associated habitats for the benefit of North America’s waterfowl. These habitats also benefit other wildlife and people.

Our Vision: Clean water and healthy wetlands for all waterfowl, wildlife and people.

Ducks Unlimited Canada is a passionate community of people who believe that nature is the foundation of strong communities, a prosperous economy and a sustainable future that supports the hopes and dreams of the next generation. Together, we conserve and restore some of the most valuable and threatened landscapes on the planet.

Our Work: We conserve, restore and manage wetlands and grasslands to benefit waterfowl, wildlife and people. Our goal is to ensure abundant wetlands and waterfowl for generations to come while improving Canadian lives. Waterfowl are migratory. That’s why our conservation efforts impact diverse areas across the entire country—including your community.

Our Approach: Since 1938, we’ve completed more than 12,000 conservation projects. We have directly conserved over 3.6 million hectares (9 million acres) of habitat and we have worked with partners in government and industry to shape policy and management practices to advance conservation outcomes on over 80 million hectares (200 million acres) of lands and waters across Canada. Despite this remarkable progress, our mission has perhaps never been so important as it is today. Across Southern Canada, over 70% of wetlands have been lost and Canada loses an estimated 32 hectares (80 acres) of wetland habitat every day. We are committed to working with governments, business, communities, and landowners to reverse this trend and preserve and expand Canada’s natural wetland heritage.

To learn more visit our website.

The Opportunity

Reporting to the Chief Executive Officer, the General Counsel and Director Governance & Risk Management (General Counsel) will provide overall leadership and coordination of Ducks Unlimited Canada’s (DUC’s) legal services, audit and risk management functions and will serve as the executive lead for corporate governance and as the lead for the secretariat to the Board of Directors.

In the role of General Counsel, the incumbent leads the delivery of all legal services functions of Ducks Unlimited Canada, including oversight on approaches to land acquisition, conservation agreements with landowners, review of funding and partnership agreements, and review of contracts. As General Counsel, the incumbent also provides oversight of other legal service functions and requirements, including litigation management, the provision of legal advice, and legal issues management.

As the executive lead for Risk Management, the incumbent leads the delivery of internal audit and review functions, risk assessment and risk management and mitigation functions, and the management of key risk issues, such as meeting provincial, territorial and national privacy requirements.

In this role, the incumbent is the executive responsible for governance and leads the secretariat to the Ducks Unlimited Canada Board of Directors. This includes setting governance policies and guidelines, managing meetings of the Board of Directors and its sub-committees, recording and tracking decisions and providing advice and guidance on questions of governance for the corporation.

Key Roles & Responsibilities

General Counsel and Legal Advice (40%)

  • The position provides oversight for all legal services functions at Ducks Unlimited Canada, including oversight over the use of external counsel in conservation operations.
  • The position oversees all agreements for land acquisition, conservation partnerships with landowners, other partnership agreements, all memoranda of understanding and other forms of agreements, and all agreements involving Ducks Unlimited Canada’s disposition of property, including intellectual property.
  • The position oversees all corporate contracting and sets general standards, guidelines and templates for contracts, procurement and service agreements.
  • The position provides general legal advice and leads the provision of legal opinions on issues and matters of importance to Ducks Unlimited Canada.
  • The position is the lead for litigation management for all of Ducks Unlimited Canada and provides advice and guidance on litigation decisions.
  • The role is also the lead for legal issues management and the provision of guidance on legal matters affecting Ducks Unlimited Canada.

Governance (40%)

  • The position is the executive lead for corporate governance for Ducks Unlimited Canada. In this capacity, the incumbent is responsible for leading the development of governance guidelines and policies and for providing advice on matters and issues of corporate governance.
  • The position is also responsible for the secretariat to the Ducks Unlimited Canada Board of Directors and sets the Board of Directors calendar, coordinates all meetings of the Board of Directors and its sub-committees, is the lead for the nomination process and coordinates all reviews of directors, and coordinates the setting of meeting agendas and meeting records.
  • The position supports the Board of Directors' decision-making processes and also provides guidance and support on measures for accountability of Ducks Unlimited Canada to its members, including contributing to the organization of reporting to members and annual meetings of members.

Corporate Risk Management and Internal Audit (20%)

  • This position is responsible for corporate risk management at Ducks Unlimited Canada and provides executive leadership, guidance and advice on the management and mitigation of corporate risks. This includes developing and maintaining a corporate risk register, regular review of risks and mitigations, and regular advice and guidance on the management of key risks, including meeting legal obligations for privacy.
  • This position is also the corporate lead for internal audit and program review. This includes the management of annual financial audits as well as providing advice, guidance and support for reviews of program effectiveness.

The Person

Qualifications & Education Requirements

  • Law degree and member of the bar for at least one Canadian jurisdiction.
  • At least five (5) years of experience in senior legal counsel roles.
  • At least five (5) years of experience in corporate governance functions or roles.
  • Experience in risk management and risk mitigation and in the conduct of internal audits or the review and implementation of internal audit reports and recommendations.
  • Bilingualism and experience with legal matters in the Province of Québec, including the Civil Code of Québec, are assets.

Knowledge

  • Detailed knowledge of Canadian corporate law and, in particular, laws applying to the administration of not-for-profit corporations in Canada.
  • Detailed knowledge of litigation practices and management.
  • Detailed knowledge of corporate governance in Canada and, in particular, corporate governance of not-for-profit corporations.
  • Knowledge of best practices in risk management and internal audit.
  • Knowledge of Québec legal practices and Civil Code will be an asset.

Communication/Customer Service/Interpersonal

  • Must interact and engage with members of the Board of Directors, members of the Senior Leadership Team, the broader Ducks Unlimited Canada leadership community, volunteers, staff, stakeholders, partners, donors and clients on a wide variety of matters and issues.
  • Must be able to communicate complex initiatives and programs in ways that can be understood by a wide variety of audiences using a wide variety of reporting tools, including tools targeting the Board of Directors, senior management and leaders, staff, volunteers, donors and funders, and the broader Canadian public.
  • Must interact with contractors, consultants and service providers and with stakeholders in facilities management.
  • Must provide advice and guidance to a wide variety of staff and volunteers, including volunteer members of the Board of Directors.

Problem Solving/Decision Making

  • The position involves constructive thinking and the identification of alternative courses of action. Problems are often unique and without clear precedent. Clearly defined objectives, principles, and practices may not always be available; therefore, the position is supported through collaboration and stakeholder consultation to establish a program structure.

Leadership/Coaching

  • Situations and challenges require creative approaches to problem-solving, integrating legal and operational considerations. The incumbent must frequently modify approaches and come up with creative new solutions.
  • The individual must be capable of developing solutions in collaboration with others, including other staff leaders of the corporation as well as volunteer leaders and members of the Board of Directors.

Planning

  • This role is the primary lead for all aspects of legal services management, corporate governance, and risk management and must prepare plans for the management of these functions on an annual and multi-year basis.

Accountability/Impact of Decisions

  • This role is accountable for providing legal advice and for the management of legal functions, including litigation management. These functions represent significant areas of legal risk management and mitigation for Ducks Unlimited Canada and the impact of decisions can have considerable cost, reputation and operational consequences for the corporation.
  • This role is the executive lead for corporate governance at Ducks Unlimited Canada. This includes maintaining the integrity and functionality of corporate governance for the corporation. Decisions and advice can have a significant impact on the effectiveness of the corporation, on its reputation, and on the ways it meets legal requirements.
  • This role is the lead for corporate risk identification and management and internal audit. These functions are essential for the identification, mitigation, and monitoring of risks. Further, internal audit functions meet legal requirements and facilitate ongoing improvement of operations.

Compensation

A competitive compensation package, including an attractive base salary and excellent benefits, will be provided. Further details will be discussed in a personal interview.

Express Your Interest

Leaders International values diversity, equity, and inclusion in all aspects of our operations. We invite candidates to contact us directly with any accommodation requests.

To apply, please email a cover letter and resume (PDF or Word document only) to Anurag Shourie or Wendy Romanko at edmonton@leadersinternational.com, indicating the job title in the subject line of the email.

Leaders International Executive Search

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Contact Name Wendy Romanko

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