Under the direction of the Manager, this position is responsible for the corporate secretary function for the holding company and its subsidiaries that encompasses the following: 1) corporate governance matters; 2) director/officer/shareholder matters; 3) equity plan administration, and 4) compliance/regulatory matters. Develops and implements the company’s corporate governance activities to comply with NYSE, SEC rules and regulations, state and federal laws, and Bank policies and procedures. Ensures business unit’s compliance with applicable laws, regulations, regulatory requirements and Bank policies and procedures, including but not limited to those related to Anti-Money Laundering laws and regulations, Bank Secrecy Act and USA PATRIOT Act.
Plans, attends, and takes minutes for board and management committees, and shareholder meetings and serves as secretary as assigned. Participates in director/management governance matters, including Corporate Governance Guidelines, committee charters, articles and bylaws of all entities, director orientation, director education, and works with a third party provider to disseminate the annual board/committee evaluations. Prepares board/committee resolutions, written consents and secretary certifications as needed. Maintains the corporate records as required by state law. Responds to shareholder/director/officer relations inquiries.
Files SEC Section 16 insider transaction reports, SEC registration statements, and the company’s NYSE listing forms and applications. Contributes to proxy statement preparation for sections related to governance, directors, and beneficial ownership. Assists with management of relationships with proxy advisory firms to ensure peer group and company data are accurate. Works with vendors to distribute annual meeting materials to shareholders, posting materials to hosted website, and plans the company’s annual shareholders’ meeting.
Prepares and distributes director and officer questionnaires for Regulation O (Insider Lending) and SEC compliance. Administers the Bank’s Regulation O policy, including policies and procedures, and internal training. Prepares and distributes the annual questionnaires to Audit and Risk Committee members, the annual Corporate Governance Binder, and files interim and annual filings required by the NYSE.
Administers Directors’ Stock Compensation Plan, including tax reporting, SEC reporting, communication with directors, stock transfer agent, and brokers, and stock grant vesting and issuance processes. Administers Director’s Deferred Compensation Plan, including vendor management, enrollment process, and SEC reporting. Responsible for ensuring that a sufficient number of shares is authorized under all stock plans, board/shareholder approval of shares, and filing applicable registration statements required by the SEC.
Responsible for the company’s stock transfer and dividend paying agent and shareholder administration. Manages the company’s stock plans and stock issuance, and ensures appropriate internal controls exist under those plans. Responds to inquiries from shareholders, executives and internal/external partners. Oversees the company’s quarterly dividend payment process, Dividend Reinvestment Plan, and execution of any stock-related corporate actions.
Assists the Bank Examination Officer in coordination and management of regulatory examinations, including processing requests for information, and ongoing monitoring by the regulatory agencies. Responsibilities include exam preparation, exam scheduling, coordinating and delivering exam information requests, and tracking findings to closure.
Performs all other miscellaneous responsibilities and duties as assigned.
Education: Bachelor’s degree from an accredited institution or equivalent work experience.
Experience: Minimum 10 years of business experience relating to the financial industry, investor relations, corporate secretary, legal, compliance, accounting, finance, customer service, project management.
Technical Skills: Demonstrated proficiency and expertise with personal computers in a networked environment and Microsoft applications (Outlook, Word, Excel, Access and Power Point) or similar software. Knowledge of regulatory reporting principles and practices.
Other Job Qualifications: High-level verbal and written communication and presentation skills. Detail-oriented and works well under pressure. Strong interpersonal skills, who can also make decisions and resolve problems independently. Excellent program development and process improvement skills. Proven negotiations and influence skills, customer service skills, leadership skills. Strong matrix management skills. Excellent board and executive management communication skills. Able to work flexible hours including holidays, weekends and evenings as needed or assigned. Must be able to lift/push up to 10 lbs.
As a Bank of Hawaii employee, you ensure (or assist with ensuring) compliance with applicable laws, regulations, regulatory requirements and Bank policies and procedures, including but not limited to those related to Fair Banking, Anti-Money Laundering laws and regulations, Bank Secrecy Act and USA PATRIOT Act.
Delivering exceptional customer experiences is at the heart of what we do at Bank of Hawaii. We listen, understand and deliver what our customers need to help them build a better tomorrow.
We are committed to fully complying in letter and in spirit with all Equal Opportunity Employment and Affirmative Action laws and regulations. All qualified applicants will receive consideration for employment and will not be discriminated against on the basis of race, color, religion, sex, including gender identity or expression, sexual orientation, national origin, citizenship, ancestry, age, marital status, genetic information, domestic or sexual violence victim status, disability, protected veteran status or any other status protected by federal, state or local law. We also foster a drug-free work environment.
It’s not one thing that makes Bank of Hawaii a great place to work. It’s everything. All the ways we try to live our values in the community, invest in our employees, provide a healthy work environment and just be the kind of company people are proud of.