Senior Director, Corporate Governance Counsel

Senior Director, Corporate Governance Counsel

COGNIZANT OVERVIEW
Cognizant Technology Solutions (NASDAQ: CTSH) is one of the world's leading professional services companies, transforming customers' business, operating, and technology models for the digital economy. With annual revenues of $19.4 billion and a market value of $38 billion, we help global corporations adapt to market disruptions and build stronger, more agile, and innovative businesses.
At Cognizant, we give organizations the insights to anticipate what customers want and act instantly to deliver on those demands so our clients can achieve the goal of every modern business: staying one step ahead of a fast-changing world. In addition to honors such as being listed #194 on the 2022 Fortune 500, Cognizant was again named on Fortune's List of the Global Most Admired Companies for 2022.
For more than 25 years, Cognizant has helped organizations across every industry envision, build and run more innovative and efficient businesses. And we're just getting started.

COGNIZANT CULTURE
Our culture attracts those with a true passion for changing organizations for the better, desires to do so within a success-oriented, yet professional atmosphere filled with business professionals who all manifest a belief in partnership, innovation, and excellence. Our "Cultural Value Drivers" are well-known and clearly communicated within the organization: Open, Transparent, Driven, Empowered, Opportunity-Filled, Flexible & Collaborative.

Cognizant has an opening for an attorney with 6+ years of corporate governance experience. The position would report to and work collaboratively with the Vice President, Head of Corporate Governance and Securities and Assistant Corporate Secretary and the Assistant Vice President of Corporate Governance and Securities to ensure Cognizant's maintenance of good corporate governance practices. The role will have a key, strategic role in general corporate governance and a variety of transactional matters, and will work closely with various departments, including, the Controllership, Finance, Investor Relations, Human Resources, Public Relations, Marketing, Treasury, and Tax.
JOB DESCRIPTION:

Cognizant has an opening for an attorney with 6+ years of corporate governance experience. The position would report to and work collaboratively with the Vice President, Head of Corporate Governance and Securities and Assistant Corporate Secretary and the Assistant Vice President of Corporate Governance and Securities to ensure Cognizant's maintenance of good corporate governance practices. The role will have a key, strategic role in general corporate governance and a variety of transactional matters, and will work closely with various departments, including, the Controllership, Finance, Investor Relations, Human Resources, Public Relations, Marketing, Treasury, and Tax.

Key Responsibilities,

*Provide legal advice and counsel to the Board of Directors, certain Board Committees, executive leadership, business and administrative units, and others in various areas, including corporate governance and Delaware corporation law, including without limitation, The Nasdaq Stock Market (Nasdaq) Listing Rules; the Sarbanes Oxley Act of 2002; the Dodd-Frank Wall Street Reform and Consumer Protection Act; and the Delaware General Corporation Law. This will also include managing and leading policies and positions related to Board accountability and shareholder rights, including anticipating response from shareholder rights groups, proxy advisory groups, regulators, the media and the public.

*Support Board, certain Board Committees and executive leadership with preparation of meeting agendas, pre-read materials, resolutions, whitepapers, minutes, and post-meeting action items, as requested, and oversight of planning and related processes. Assist with the corporate secretarial function for many of the Board and Board Committee meetings.
*Attention to various ancillary matters re members of the Board of Directors, including on-boarding of new directors, director compensation matters, annual Board and Committee assessments and correspondence re various matters.

*Staying up-to-date and keeping the Board of Directors and internal stakeholders advised on external governance trends, general legal issues and best practices and reviewing and updating as necessary the company's governance documents, policies and guidelines.

*Ownership of the governance-related portions of the proxy statement and annual meeting processes and the holding of the annual meeting.

*Provide legal counsel to the Marketing and Public Relations organizations for matters related to certain press releases, marketing claims and other public disclosure matters.

*Assist with the administration of the Company's Insider Trading Policy, including blackout and open trading window periods, as well as trading clearances for restricted insiders.

*Share oversight of the work of the corporate governance group that manages the corporate documents, filings and various documents required for the Company's approximately 200 subsidiaries around the world.

*Provide legal advice and assistance to the Treasury organization on banking agreements, subsidiary loan facilities and other treasury matters

*Provide legal counsel on a diverse range of matters related to day-to-day operations of the Company, and support executive management and various departments, including Controllership, Finance, Investor Relations, Human Resources, Public Relations, Marketing, Treasury and Tax.

Desired Qualifications,

*Undergraduate and J.D. degrees from well-recognized institutions.

*Member of a state bar. Previous in-house experience required.

*Top law firm experience focused on public company and subsidiary corporate governance. Experience managing junior associates, paralegals and other legal staff and being the counsel or senior associate on engagements, with day-to-day responsibility advising on complex transactions and governance matters.

*Must have excellent communication skills (written and oral) and be able to effectively communicate with and present to the Board of Directors and executive management.

*Strong organizational skills and attention to detail, including the ability to organize, plan, coordinate and implement complex projects and prepare well-written Plain English documents and contemporary, highly graphical proxy statements.

Location,
*Remote, but periodic travel to New York Metropolitan area and select other locations.
*Approximately 5 to 10 % travel as required.

Cognizant is an equal opportunity employer. All qualified applicants will receive consideration for employment without regard to sex, gender identity, sexual orientation, race, color, religion, national origin, disability, protected Veteran status, age, or any other characteristic protected by law.

If you have a disability that requires a reasonable accommodation to search for a job opening or submit an application, please email CareersNA2@cognizant.com with your request and contact information.