Position Summary

The Corporate Governance Manager will support the Legal Department’s responsibility to maintain an appropriately structured corporate governance framework for board and committee meetings of Medical Professional Mutual Insurance Company (“MPMIC”) and its US-based subsidiaries and affiliates (the “Coverys Companies”) (collectively, “Coverys") in conjunction with the General Counsel (“GC”), Chief Executive Officer (“CEO”), and the MPMIC and subsidiary and affiliate Boards of Directors.

The Corporate Governance Manager will provide oversight, organizational management, and facilitate continuous improvement in the corporate governance function, as well as manage the day-to-day responsibilities of the corporate secretary function of Coverys.  This shall include but not be limited to: overseeing corporate governance procedures for Coverys boards and committees, researching and analyzing corporate governance related issues, maintaining board records, and keeping abreast of pertinent developments in state and/or federal laws and regulations, and industry related rules and practices that affect the governance of the boards and committees of Coverys.

Essential Duties & Responsibilities

• Collaborate with the GC, CEO, and Coverys Board members to identify and prioritize discussion items for boards and its committees.

• Manage administrative and governance processes for MPMIC Board and its Committees including, but not limited to, scheduling, preparation of agendas, agenda notes and any necessary resolutions, compiling meeting books, attending Board and Committee meetings, and taking and preparing meeting minutes.

• Manage administrative and governance processes for Coverys Companies’ boards including, but not limited to, scheduling, preparation of agenda, agenda notes and any necessary resolutions, compiling meeting books and/or meeting materials, attending board meetings, and taking and preparing meeting minutes.

• Serve as the key liaison for Coverys directors, particularly MPMIC, Coverys Risk Retention Group, Inc. and other independent directors of Coverys, ensuring timely communication and support.

• Manage budget development and forecasting for expenses related to MPMIC Board travel and meetings (both internal and external), in collaboration with CEO and GC; process expense reports for reimbursement for MPMIC Board, as well as independent members of Coverys Risk Retention Group, Inc. and subsidiary Boards.

• Coordinate logistical planning for MPMIC Board meetings (both internal and external), including, where required, site coordination, vendor engagement (hotel, on and off-site meals, etc.) and meeting execution.  Coordinate with Executive team on planning and execution of MPMIC Board Retreats, as required.

• Manage Diligent Board Portal, including site management and managing users, committees, and roles. Manage the Diligent vendor review process and contract renewals in collaboration with GC.

• Oversee planning and execution of annual proxy process and member meetings for MPMIC and Coverys Risk Retention Group, Inc.

• Administer all annual evaluations and certifications (including, but not limited to, conflict of interest, code of conduct, etc.) for the MPMIC Board and its committees, as well as Coverys Risk Retention Group, Inc. Board.

• Facilitate annual review of MPMIC committee charters and corresponding board documents to ensure alignment with state and/or federal regulations, each entity’s by-laws, and internal policies and procedures.

• Communicate, track, and maintain quarterly board and committee requirements, action items and deliverables to the GC, MPMIC Board, and applicable members of Senior Management.

• Ensure proper maintenance and retention of all Coverys board and committee documents and records.

• Maintain adherence to corporate governance standards and best practices, support Coverys boards and committees in fulfilling their governance responsibilities and continuously review and improve processes related to Coverys board and committee operations to enhance efficiency and effectiveness.

• Create reports and develop other correspondence and communications, as required.

• Occasional travel, as required, including to Coverys offices and conferences/training opportunities.

• Support evolving business needs, as applicable.

Education, Experience and Competencies

• Bachelor’s Degree in a related field or equivalent professional experience.

• Minimum three (3) to five (5) years of experience managing board and committee processes.

• Broad knowledge and experience in corporate governance and corporate secretarial functions.

• Experience with Diligent or other similar electronic board book software strongly preferred.

• Insurance or other financial services industry experience preferred.

• Excellent verbal and written communication skills, including proven ability to effectively communicate with senior leaders and board members.

• Strong attention to detail and high level of reliability.

• Strong organizational and time management skills, which reflect ability to prioritize and perform multiple tasks with strong attention to detail in a fast paced and deadline-driven environment.

• Ability to uphold the highest standards of discretion and confidentiality and exercise good judgment in day-to-day decisions.

• Strong ability to develop, implement, and complete projects.

• Ability work independently and to manage and perform well under pressure.

Base salary range is $98,645 - $116,055. Individual compensation packages are based on a variety of factors that are unique to each candidate including location, skill set, experience, qualifications and education.