This role is not full remote. It is a hybrid model (combination of remote & onsite). Incumbent will be required to work onsite in Harrisburg, PA approximately 5-7 days/month.
Telecommuting is allowed.
The Corporate Governance Manager provides support to the Corporate Secretary and interacts with the staff of the President and Chief Executive Officer and other Executive Leadership Team members (ELT). The Corporate Governance Manager also interacts with the Capital Blue Cross Board of Directors as well as the Boards of Directors for all subsidiary companies.
This position performs corporate governance research and analysis; and provides advice on governance issues. The position also serves as a project manager for some off-site meetings, compiling documents requested in governmental and regulatory audits, routine governance projects, or other projects as assigned by the Corporate Secretary.
Additional responsibilities include planning and logistic support for more than fifty meetings of the Boards of Directors and Board committees, including meeting planning, preparing notices of meetings, developing meeting materials, coordinating the compilation and distribution of pre-meeting briefing materials to Directors in accordance with timelines set by the Board, and assisting with meeting follow-up.
This position is also jointly responsible for maintaining the Company’s and subsidiary companies’ official corporate records.
DUTIES AND RESPONSIBILITIES
General Corporate Governance:
Supports the Corporate Secretary with subsidiary companies’ corporate governance.
Supports the Corporate Secretary in ensuring the six Board meetings effectively and efficiently occur annually.
Ensures that assigned Committee meetings effectively and efficiently occur annually, specifically responsible for the Executive Committee, the Compliance and Risk Committee, Audit Committee, and the Nominating and Governance Committee.
Coordinates, oversees and frequently develops materials for those assigned Committee meetings and supports the Director, Corporate Governance with developing Board meeting materials.
Identifies and develops revisions to assigned Committee Charters and assigned Committee policies.
Monitors assigned Committees’ compliance with Charter requirements and responsibilities and ensures all responsibilities are carried out annually.
In coordination with the Director, Corporate Governance, develop and adhere to the Corporate Governance Calendar, which is the schedule for the over fifty Board and Committee meetings held annually.
Coordinates and works cross-functionally with the Executive Leadership Team on assigned Committee meeting materials, communicates requirements for materials and ensures on-time delivery of meeting materials.
Participates in and continues to develop the Department’s Quality Control Process for meeting materials and other communications to the Board of Directors.
Coordinates and works cross-functionally to timely deliver any post-meeting follow-up.
Follows and develops Department’s policies and procedures.
Works with Corporate Governance Administrator to budget for the Board of Directors Cost Center and monitors the spend for the Board’s Cost Center.
Maintains accurate records on current Directors to support the timely filing of Biographical Affidavits with the Pennsylvania Insurance Department.
Acts as a project manager for the Nominating and Governance Committee’s ongoing Succession Planning process, Annual Meeting, Board of Directors Disclosure process, Audit Committee Survey, and Chairman Evaluation Survey.
Responsible for changes to the Board’s Policy on Contract Signing Authority, the Supplemental Policies, and Administrative Officer Appointment memorandums.
Responsible for ensuring that all information posted to the Board portal for assigned committees is accurate and current.
Maintaining Corporate Records:
Responsible for maintaining and ensuring accurate and complete corporate records for the Board and assigned committees.
Complete and accurate corporate records for assigned committees also includes overseeing document retention and the digital and hard copy corporate governance filing system as well as organizing and timely updating corporate records on the Board portal.
Responsible for the preparation and finalization of Director/Officer Biographical Affidavits and the Corporate Governance Annual Disclosure (CGAD) filing with the Pennsylvania Insurance Department. Also ensures Dominion National timely receives the CGAD for Virginia Insurance Department purposes.
Assists the Director, Corporate Governance with providing the subsidiary companies with timely and accurate governance information for over twenty states’ filing requirements that all differ.
Meeting Days & Meeting Preparation:
Is available and on-hand during all Board and Committee meetings to assist in any necessary matters and resolve any issues.
Is available and on-hand on the day that meeting materials are published to the Board and the various Committees (one week in advance of the scheduled meeting).
Coordinates ELT and presenter attendance at meetings.
Supports the Director, Corporate Governance with Subsidiary Governance.
Drafts annual Shareholder Written Consents electing Boards and Officers of the Boards.
Drafts Written Consents for subsidiary boards to take appropriate and necessary action without the requirement to meet in-person.
Ensures list of officers and directors of subsidiary companies are maintained and shared appropriately.
Interaction with Executive Leadership Team (ELT) & Board of Directors
Handles all communications with the Board of Directors and ELT promptly and diplomatically.
Works with Secretary and ELT to develop assigned committee meeting agendas and report content.
Provides timely notice to ELT and presenters regarding needs for upcoming Committee meetings, develops reasonable deadlines, and diplomatically follows-up on requests.
Ensures final versions of reports are provided to ELT and presenters in advance of assigned committee meetings.
Expert proficiency in MS Word, Excel, Access, PowerPoint, and Outlook, as well as other current software applications.
High-level writing and proofreading skills combined with a high degree of accuracy and attention to detail.
High-level verbal communication in dealings with executives, including Directors and corporate officers.
Exceptional planning and organization skills; ability to plan, coordinate and monitor a significant number of simultaneous tasks in an environment of shifting priorities with a high level of detail.
Flexibility in availability prior to and during Board and committee meetings and on days when meeting materials are published.
Ability to meet tight deadlines while satisfying highest quality standards.
Exercising sound judgment in regard to setting priorities and holding Director-level contacts and corporate governance information in the strictest confidence.
Proactive focus and motivation to work as part of a team and to contribute to the advancement of corporate governance best practices.
Exhibits high level of energy, enthusiasm, and determination, takes action on issues without external prompting, demonstrates strong sense of urgency and drives issues to closure despite setbacks, accountable for achieving established performance objectives.
Sedentary work involving significant periods of sitting, talking, hearing, keying and performing repetitive motions.
Work requires visual acuity to perform close inspection of written and computer-generated documents as well as a PC monitor.
Working environment includes typical office conditions.
Must be available to occasionally attend offsite Board of Directors meetings.
While performing the duties of the job, the employee is frequently required to sit, use hands and fingers, talk, hear, and see.
The employee must occasionally lift and/or move up to 5 pounds.
Capital BlueCross is the leading health solutions and insurance company in Central Pennsylvania and the Lehigh Valley. As a partner in the community's health for over 80 years, we offer health insurance products, services, and innovative technology solutions that provide peace of mind to consumers and promote health and wellness for our customers.
Capital BlueCross has an exciting opportunity for a Senior Government Programs Consultant to join our award-winning organization. Proud to be named a Best Places to work in PA, Harrisburg Magazine's Simply the Best, Highest Member Satisfaction J.D. Power Award, and since 2014, Capital BlueCross has scored higher than all health insurance providers publicly measured in the American Customer Satisfaction Index (ACSI).
Capital Blue Cross offers employees excellent pay, bonus opportunities, benefits, health and wellness incentives, opportunities for career advancement and community involvement, and work-life balance. In return, every member of our workforce plays an important part in something much bigger: working together and making a difference every day to improve the health and well-being of our members and the communities in which they live.