Director, Governance & Corporate Secretary

This senior leadership role reports to the Vice President & General Counsel and serves as a principal legal and governance advisor to the Executive Leadership Team and the Board of Directors. Acting as a key liaison between management and the Board, the role provides strategic oversight of Board and committee operations and ensures governance practices comply with applicable legislation, regulatory requirements, corporate policies, and Elexicon’s governance framework.   The role requires a lawyer with deep governance expertise to oversee statutory and corporate recordkeeping, entity management, shareholder communications, and disclosure obligations, ensuring that Board and committee materials are prepared with a high degree of legal accuracy, clarity, and risk awareness. The role advises on fiduciary duties, governance obligations, conflicts of interest, and procedural compliance, while providing leadership to the governance function and fostering a culture of accountability, integrity, and continuous improvement.   DUTIES AND RESPONSIBILITIES   Corporate Governance & Compliance Provide strategic governance expertise to the Vice President & General Counsel, leading the design and continuous enhancement of the corporate governance framework in alignment with legislation, regulation, and best practices. Oversee enterprise compliance programs, policies, and regulatory reporting to ensure sustained compliance with all statutory, licensing, and utilities‑sector obligations. Monitor and interpret legislative, regulatory, and governance developments, advising executive leadership and leading required policy, process, and control updates. Lead compliance reviews, audits, and regulatory examinations, identifying risk areas and driving corrective and remediation action plans. Direct the preparation and submission of regulatory filings and compliance reports, ensuring accuracy, timeliness, and alignment with regulatory expectations. Lead the management of compliance inquiries and investigations, coordinating documentation, remediation, escalation, and Board reporting as required. Oversee enterprise risk management and insurance programs, including risk assessment, mitigation, and executive‑ and Board‑level reporting. Champion ethical conduct and accountability by promoting enterprise‑wide awareness of governance, compliance, and risk management standards. Board and Committee Operations Provide strategic oversight of Board and committee administration, partnering with the Vice President & General Counsel, Board Chair, and executive leadership to set agendas aligned with priorities and statutory obligations. Ensure the integrity, accuracy, and legal sufficiency of Board and committee records, including minutes, resolutions, approvals, and formal decisions. Lead the coordination of comprehensive Board materials, integrating governance, financial, strategic, risk, compliance, and regulatory information to support informed decision‑making. Establish and oversee Board and committee action‑tracking and accountability mechanisms to ensure timely execution and reporting. Ensure Board and committee operations comply with by‑laws, governance frameworks, legislation, and internal policies, while advancing continuous governance improvement. Legal Advisory and Counsel Serve as a strategic legal advisor to executive leadership on corporate governance, regulatory compliance, utility operations, enterprise risk, and complex transactions. Lead the drafting, review, negotiation, and interpretation of contracts, agreements, and regulatory submissions. Deliver clear, practical legal advice to senior management and the Board through concise briefings and decision‑support materials. Identify and escalate material legal and regulatory risks, partnering with stakeholders to implement effective mitigation strategies. Exercise sound legal judgment on complex, sensitive, and emerging legal or governance matters and special initiatives. Leadership, Communication & Coordination Provide strategic leadership to the governance and legal support team, setting priorities, ensuring accountability, and delivering high‑quality outcomes. Build a high‑performance team culture through coaching, mentorship, and performance management aligned with evolving organizational needs. Act as a senior internal advisor, communicating regulatory, governance, and risk developments across the organization. Serve as a key liaison between the Vice President & General Counsel, Board, Executive Leadership Team, and senior management to enable effective governance and decision‑making.   WHAT YOU NEED TO BE SUCCESSFUL   Proven senior‑level leader with the ability to influence, advise, and collaborate effectively with executive leadership, the Board, and stakeholders across the organization. Deep expertise in corporate governance, compliance, and enterprise risk management within complex, highly regulated environments. Demonstrated sound legal and professional judgment in advising on sensitive, confidential, and high‑risk matters involving senior leadership and the Board. Highly organized and detail‑driven, with the ability to oversee significant volumes of governance and legal work while managing competing priorities and tight deadlines. Credible and effective relationship‑builder with strong executive presence when engaging Board members, municipal shareholders, regulators, and external partners. Able to operate independently with a high degree of accountability, delivering high‑quality outcomes under pressure and with minimal supervision. Exceptional written and verbal communicator, skilled at translating complex legal, regulatory, and governance issues into clear executive‑ and Board‑level materials. Flexible and adaptable, with willingness to work outside standard hours and assume expanded responsibilities as governance, regulatory, and organizational needs evolve. Advanced proficiency in Microsoft Office and extensive experience with Diligent Boards or equivalent governance platforms. MINIMUM REQUIREMENTS   A minimum of five (5) years of progressively responsible experience in a legal, governance, or corporate secretariat role, such as in‑house legal counsel, governance advisor, corporate secretary, or similar position, preferably within a regulated or publicly accountable organization. Law degree and active membership in good standing with the Law Society of Ontario, with authorization to practise law in Ontario. Demonstrated experience supporting executive leadership and Boards of Directors, including end‑to‑end responsibility for Board and committee operations, agendas, minutes, resolutions, and Board materials. Strong understanding of regulatory frameworks, governance and compliance obligations, with experience in utilities, energy, public sector, or other regulated environments considered an asset.   COMPENSATION PACKAGE:   $148,800.00 - $186,000.00 CAD annually + Competitive Bonus + Benefits + OMERS Pension Plan The above range reflects the reasonable estimate for the position at the time of posting. Within the range, hiring compensation will be determined based on relevant qualifications, experience, skillset, education/ training, and other organizational needs. Note: This posting is for a new role