Support the Chief Legal Officer and Corporate Secretary in fulfilling the responsibilities of the Federal Home Loan Bank of San Francisco’s (Bank) Corporate Secretary and to help the Bank and the Board of Directors (Board) maintain the highest standards of effective corporate governance. With a primary focus on corporate governance, support the Legal department, as assigned. Provide leadership, initiative, and innovation in effective corporate governance through the execution of the Assistant Corporate Secretary role.
Board of Directors and Committee Meetings
Oversee the organization and recordkeeping of all corporate records with respect to Board and Board committee meeting materials and minutes.
Support the Corporate Secretary by assisting with corporate governance matters, including (i) the arrangement and scheduling of Board meetings, (ii) the production schedule, compilation, creation, preparation, and review of Board agendas and agenda materials, in accordance with comprehensive quality control practices and processes, (iii) the publication of Board meeting agendas and agenda materials for the Board on the Bank’s Diligent platform, and (iv) the preparation and submission of Board meeting materials and minutes to the Bank’s primary regulator and auditors.
Attend Board meetings and Board committee meetings, take notes, and prepare minutes of those meetings that (i) accurately describe and communicate the discussions and actions of the Board, (ii) meet legal requirements, and (iii) conform to the highest standards of effective corporate governance.
Record and report Director attendance accurately (i) for corporate records and regulatory reporting purposes, (ii) to ensure Directors are compensated in accordance with the Directors’ Compensation and Expense Reimbursement Policy, and (iii) to assist in the Board’s annual assessment.
Communicate effectively with Directors and management on a variety of matters, including actions taken by the Board and its committees.
Interact with internal and external auditors regarding the receipt and distribution of Board and committee meeting materials. Prepare and provide data and other reports related to Board activities to internal and external auditors in a timely manner, as requested.
Maintain, enhance, revise, and manage implementation of the (i) Board meeting agenda workflow process, (ii) Board agenda materials production process, (iii) meeting debrief and follow-up checklist, (iv) Board meeting attendance reporting, compensation, and expenses reporting checklist, (v) Board minutes drafting checklist, and (vi) Diligent management process.
Miscellaneous Corporate Governance Activities
Perform other functions associated with the responsibilities of an assistant corporate secretary, including preparing, maintaining, and signing, as appropriate, certificates of incumbency, delegations of authority, and Board resolution certifications.
Maintain internal management committee charters, including the coordination of annual charter reviews, the distribution of change notifications to committee chairs and secretaries, and the distribution and publication of charters.
Assist in training management committee chairs and secretaries in governance matters and minutes preparation.
Serve as the Legal department’s primary liaison with the Bank’s vendor for the information management software application used with the Board and with other departments for training with respect to the information management software, and as the Bank’s primary contact for evaluating new software functionality. Prepare and distribute reports and surveys and generate survey results for the Bank through the information management software application, including the Board’s annual risk appetite report, Board, chair/vice chair, committee evaluations, miscellaneous Board surveys, and internal audit reports.
Maintain/update Board resource materials.
Engage in ongoing review and assessment of technical and departmental procedures to identify areas for improvement and implement process improvement solutions in support of a continuous improvement culture.
As assigned, support the Legal department in connection with various matters, including the following:
Analysis of new laws and regulations and the integration of regulatory requirements in the department to ensure compliance.
Research and analysis related to corporate actions, governance best practices, and legal issues relevant to the Bank.
Development, assessment, and maintenance of various department policies, procedures, processes, and documentation.
Participation in management-level committee meetings and preparation of minutes of those meetings.
Department work as a liaison among the Bank, the Federal Housing Finance Agency, the other Federal Home Loan Bank System Banks (System), and System committees and working groups, in connection with addressing relevant legal and policy issues, facilitating communications, and coordinating meetings and meeting materials and minutes preparation.
This description provides general information necessary to depict the essential and non-essential functions of the job and shall not be construed as a detailed description of all the required work that may be inherent in the job.
Must hold a bachelor’s degree and have at least five years’ experience in preparing corporate minutes for a financial institution or other regulated entity, or have the equivalent combination of education and experience.
Must have excellent written and oral communication skills.
Familiarity with applicable software (e.g., Microsoft Office) and information retrieval systems. Previous experience with Diligent board portal software preferred.
Must demonstrate strong interpersonal skills, with a proven ability to work with team members at all levels using a collaborative style and consultative approach.
Must be able to work independently, demonstrate initiative, and be highly organized, with the ability to effectively prioritize and complete projects, often under tight time constraints.
Must possess strong project and process management skills and demonstrate the ability to handle multiple tasks and competing priorities in a fast-paced environment, while meeting deadlines, ensuring factual and technical accuracy, and maintaining high-quality work product.
Must possess the ability to identify and solve problems through innovative approaches and demonstrate the ability to rely on experience and judgment in making sound decisions.
Must be able to comprehend and synthesize complex financial and strategic data regarding the Bank and its external environment and express it accurately and succinctly.
Internal Number: REQ 1118
About Federal Home Loan Bank of SF
The Federal Home Loan Bank of San Francisco is a cooperative, wholesale bank that helps meet community credit needs by providing readily available, competitively priced credit products and services to member financial institutions through all phases of the economic cycle. Our members include commercial banks, credit unions, industrial loan companies, savings institutions, insurance companies, and community development financial institutions headquartered in Arizona, California, and Nevada.
For most financial institutions, especially small community lenders, direct borrowing from the global capital markets is not an option. As part of a network of 11 regional Federal Home Loan Banks across the country, we are able to raise funds in the global capital markets at favorable rates and terms. This allows us to provide our members with prompt, reliable access to low-cost loans (we call them “advances”) and financial risk management tools that help them meet the housing finance and economic development needs of the regions they serve.
Members use our products and services to help them lower their funding costs, reduce interest rate risk, manage liquidity, offer a wider range of credi...t products to their customers, and access lower-cost funding for affordable housing and economic development.
The credit we make available enables community lenders to make home mortgage, commercial real estate, small business, and other loans. Working with our members, community nonprofits, and cities and towns across our region, we also support affordable housing and economic development through targeted grant and loan programs. As part of this effort, we set aside 10% of our income each year to fund Affordable Housing Program grants for lower-income households.