Counsel & Assistant Corporate Secretary
New York , New York
May 31, 2017
Job Description



Since 1918, it has been TIAA’s mission to serve, our ability to perform and the values we embrace that make us a different kind of financial services organization. We’re dedicated to serving the financial needs of those in the academic, medical, cultural, governmental and research fields, and committed to helping make lifetime financial well-being possible for them.


By building a culture that allows all employees to contribute their unique talents and skills, we’re able to provide our customers with fresh ideas and distinct perspectives to help them achieve their goals.  We believe a diverse and inclusive workforce is one of our greatest strengths and a key measure of our success*.


For more information about TIAA, visit our website.




This position requires a high level expertise in the management of corporate boards and in the area of corporate governance. 




Responsibilities will include:

  • Oversight and coordination of the preparation of board and committee agendas;
  • Support for all operational aspects of preparation for board and committee meetings including logistics, monitoring attendance,  mailing of materials,  managing board and committee agenda review processes, and working with committee liaisons to facilitate oversight of committee process;
  • Oversight of legal requirements matrix used to prepare each board and committee agenda;
  • Management of  processes to assemble hard copy board books and post final electronic board materials;
  • Attendance at board and committee meetings and the preparation of minutes;
  • Ensuring compliance and fulfillment of board governance principles, committee charters and matrices;
  • Preparing communications on governance and board related matters
  • Oversight of the preservation of board, committee and subsidiary materials and minutes, and support of the document retention policy for the corporate secretary's office;
  • Subsidiary management and governance;
  • Evaluation of board governance principles and committee charters for compliance with applicable regulatory requirements;
  • Analysis of board member independence and conflict of interest questionnaires;
  • Ongoing assessment of board governance practices;
  • Preparation of resolutions, written consents and governance-related board materials;
  • Support of processes for new board member searches;
  • Coordination of orientations for board members;
  • Updating board and committee evaluation forms and facilitating board evaluations and committee evaluations; and
  • Support of the planning and organization of annual meetings of shareholders/participants.




  • Law Degree and at least 5 years of experience in the area of management of corporate boards and knowledge of corporate governance is required.
  • Familiarity with corporate governance issues is required.
  • Knowledge of NYSE and Sarbanes-Oxley Independence and Governance requirements, preferred
  • Knowledge of the Investment Company Act of 1940 and related requirements for mutual fund boards, preferred.


Equal Employment Opportunity is not just the law, it’s our commitment. Read more about the Equal Employment Opportunity Law


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We are an Equal Opportunity/Affirmative Action Employer. We will consider all qualified applicants for employment regardless of age, race, color, national origin, sex, religion, veteran status, disability, sexual orientation, gender identity, or any other legally protected status.


*©2016 Teachers Insurance and Annuity Association of America (TIAA), 730 Third Avenue, New York, NY 10017 C23921

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