Corporate Governance Analyst

POSTING DEADLINE

This position is posted until filled.

DEPARTMENT

Department:   Law Department
 

JOB DESCRIPTION

Corporate Governance Analyst

Salary Grade: G06
Minimum  Midpoint  Maximum
$74,796 - $100,975 - $127,152

SUMMARY:   

Provides assistance to the Board of Directors, the Corporate Secretary, Senior Management and Executives.  Conducts analysis, and initiates recommendations related to appropriate governance processes and procedures.  Coordinates procedures to administer Board Compensation, Board Expense reimbursement, and facilitates regulatory compliance required for Section 16 individuals.  Assists in administering the Company's stock administration module related to equity plans and serves as the point to of contact with the company's outside broker.  Monitor Sarbanes-Oxley requirements for potential governance impact and advises the Corporate Secretary appropriately.

Provides support and administration of Company Ethics program, 'Do the Right Thing', and Company Code of Conduct. 

ESSENTIAL DUTIES AND RESPONSIBILITIES:  

Interacts with the board of directors and all officers, outside counsel, regulatory agencies and the general public, related to corporate governance and board actions

Assists in the functions and duties associated with minutes and record keeping related to the Board

Coordinates governance/Board meetings related to the company and its subsidiaries/affiliates

Coordinates and facilitates the distribution of Board meeting materials

Assists in managing the Board website and the electronic dissemination of information to the Board, including development and maintenance of the Board website

Assists in completing the procedures to document incorporations, dissolutions, acquisitions, mergers, qualifications, charter and Bylaws amendments, as required

Assists in the maintenance and retention of governance corporate records

Conducts research and analysis of corporate board history as required by outside auditors, internal Audit Department, and other departments as necessary

Assists in completing required securities filing objectives and responds to inquiries as appropriate

Assists in documenting and completing securities compliance filings required on behalf of Section 16 individuals

Responsible for NYSE and SEC governance-related reporting compliance

Assists in the production of the annual proxy statement to comply with SEC required disclosures and to meet SEC/NYSE filing deadlines

Interfaces with Treasury, Legal, and SEC reporting group related to Proxy reporting, 8-K filings and Sarbanes-Oxley compliance

Assists in the administration of director compensation

Assists in the transition of governance documents/practices to PNMR governance format, as necessary

Provide Secretary certification statements as required

In the absence of the Director, assists in responding to CEO/Corporate Secretary for notice and/or coordination of special Board meetings as needed

Assists in the functional and execution aspects of the Company's equity compensation plans for the Board of Directors, executives and specifically designated employees ensuring accurate, legal, and timely closure, including stock option exercises, restricted stock vesting, performance shares vesting, and alternative exercise processes

Coordinates pre-clearance process with General Counsel

Monitors insider activity/manage Section 16 compliance program

Establishes SEC reporting codes for new Section 16 individuals, as necessary

Directs interface with broker to ensure timely and accurate execution of equity transactions

Facilitates equity conversions related to stock splits, including reconciliation of equity information after stock split implementation

Interfaces with Officer and Directors and their brokers on company and equity transactions

Partners with accounting related to 10-Q, 10-K and 8-K disclosures

Ensures compliance with black out periods per the Insider Trading Policy

Monitors best practices for accurate and efficient stock plan administration

Confirms Section 16 equity holdings with investor Relations/Shareholder Group on a monthly and quarterly basis

Confirms data integrity for internal and external auditors

Resolves stock administration issues for PSP/PEP participants, including directors and officers

Responsible for problem resolution and recommending corrective action related to the Stock Administration module

Assists in the testing process for People Soft system upgrades and ongoing quality assurance related to Stock Administration module

COMPETENCIES: 

Broad knowledge of securities, equity compensation, corporate governance and securities regulations

Ability to interface effectively with senior management and the Company's Board of Directors

Knowledge of stock administration system management and administration functionality, including self-service applications

Ability to interface with technical and functional operation to identify and resolve application issues

Ability to analyze and interpret complex data, and recommend changes or improvements where appropriate

Ability to identify and resolve problems

Familiar with conducting effective internet-based inquiries and research

Complete training in the fundamentals of stock plan administration

QUALIFICATIONS                    

MINIMUM EDUCATION AND/OR EXPERIENCE:  

Bachelor's degree from four-year college or university with one to three years of related governance/stock administration experience including advanced knowledge of HR and Payroll processes, securities filing processes, or equivalent combination of education and/or experience.  

PeopleSoft (8.0/8.3) experience preferred.

COMMUNICATION SKILLS:            

Ability to read and interpret technical manuals, instructional documents, operating and maintenance instructions, and procedure manuals

Ability to write procedural documentation and user instructions

Ability to interact effectively with directors, senior management, People Services, IT, cross-functional employees and vendors

Ability to write effective reports and correspondence

MATHEMATICAL SKILLS:
   
Ability to calculate figures and amounts such as discounts, interest, commissions, proportions, percentages, area, circumference, and volume

Ability to apply concepts of basic algebra and geometry

COMPUTER SKILLS:    

Basic knowledge/experience of database software; Human Resource Management systems; payroll systems; SEC's EDGAR system filings, project management, word processing, and spreadsheet software

ANALYSIS AND PROBLEM-SOLVING ABILITY:  

Ability to solve practical problems and deal with a variety of variables in situations where only limited standardization exists.  Ability to interpret a variety of instructions furnished in written, oral and diagram or schedule form.  Ability to apply system and business knowledge to analyze needs or problems to develop and implement solutions.  Ability to deal with issues involving multiple variables, situations, technologies and people.

PHYSICAL DEMANDS:

While performing the duties of this job, the employee is regularly required to sit up to 2/3 of the time and talk and listen for long periods of time.  The employee must occasionally lift and/or move up to 10 pounds.

WORK ENVIRONMENT: 

Office environment.

EQUAL OPPORTUNITY STATEMENT

Safety Statement:
Safety is a core value at (TXNM Energy/PNM/TNMP) and our vision, “everyone goes home safe”, reflects our commitment to promoting an environment conducive to learning, improving and building safety practices. Our safety value is built upon the belief that every employee deserves to work in an environment free from harm.

Americans with Disabilities Act (ADA) Statement: 
TXNM Energy is committed to providing reasonable accommodations for qualified individuals with disabilities in compliance with the ADA. If you require assistance with the job application process due to a disability, please contact HR ADA Analyst, at 505-241-4627.

DEI Statement:
At TXNM Energy, we value the diversity of our workforce and actively seek opportunities for incorporating Diversity, Equity, and Inclusion (DEI) within our family of companies. We believe a diverse workforce enriches our environment and helps us better meet the needs of our employees, customers, and shareholders.  We remain committed to attracting and sustaining a diverse workforce and retaining high-performing employees who work collaboratively to carry out the Company's purpose.

TXNM Energy and affiliates are Equal Opportunity/Affirmative Action employers.  Women, minorities, disabled individuals and veterans are encouraged to apply.