Governance Officer and Legal Counsel

November 17 2020
Industries Public services (gas, water, electric)
Categories In-house, Industry, Contract administrator, Legal, Paralegal, Marketing, Communications, Public Relations
Ottawa, ON

Please Note: If you are a current Hydro Ottawa employee with access to Workday, apply to this job via the Workday application.

By generating and distributing power, each person at Hydro Ottawa is part of empowering the lives of people in the communities we serve.

Our work means all the activities that make up our lives – at home, at work, at play – are there when we need them.

That purpose unites us and fuels our work. And if joining us in this essential work energizes you too, we may have the opportunity for you.


Reporting to the Associate Corporate Secretary and Governance Officer, is responsible for

the coordination and execution of comprehensive, best-practice corporate secretariat and

governance services for Hydro Ottawa and its subsidiaries. The Governance Officer and

Legal Counsel plays a key role in providing service and advice to the Board(s) and

executive / senior management, ensuring a positive working relationship for both groups

and compliance with Hydro Ottawa’s governance framework.


Under the direction of the Associate Corporate Secretary and Governance Officer, assists in ensuring effective governance for Hydro Ottawa and its subsidiaries, including:

  • Supporting the provision of governance oversight at the parent and subsidiary level
  • Promoting corporate governance best practices within the corporation through analysis,
  • development, implementation and maintenance of a corporate governance framework
  • (including subsidiary governance), policies and procedures
  • Acting as an information source and advisor on matters related to corporate governance
  • for Board Directors and employees of Hydro Ottawa - supporting communication and
  • engagement on corporate governance issues
  • Keeping up to date on evolving corporate governance practices and trends, and
  • advising the Associate Corporate Secretary and Governance Officer and other parties
  • Monitoring compliance with industry-specific, corporate and securities legislation and
  • regulation
  • Advising on shareholder agreements, constating documents and corporate and
  • governance policies, mandates and resolutions, and director and officer fiduciary duties
  • and obligations
  • Supporting the life cycle management of subsidiaries from creation to dissolution
  • Coordinating the annual cycle of Board and Committee meetings at the parent and
  • subsidiary levels, including annual advance agendas and work plans, meeting
  • calendars, agendas, reports and presentations, logistics, minutes, resolutions, action
  • items, and templates and guidelines to support the preparation of appropriate briefing
  • material, etc.
  • Board strategy session management
  • Assisting the Chair and other Board members in the conduct of meetings
  • Supporting the Associate Corporate Secretary and Governance Officer in ensuring that
  • all decisions made by the Board, or the Board Chair, are clearly communicated to
  • management in a timely manner
  • Ensuring the confidentiality of Board materials, records and deliberations as appropriate,
  • or as directed by the Board Chair
  • Reviewing and responding to correspondence received by the Board, the Chair and
  • other Board members
  • Reviewing, updating and maintaining the Governance Practices Manual
  • Coordinating the annual review and maintenance of Board and committee charters
  • Supporting new Board Director orientation including induction and indemnification, and
  • ongoing board member training and development
  • Coordinating and supporting the Board self-assessment process and board succession
  • planning, including board competency profile, new board member recruitment and
  • selection
  • Director remuneration and expenses
  • Coordinating related party transaction monitoring and reporting
  • Corporate records maintenance including:
    • Board and Committee annual advance agendas and work plans, and meeting
    • calendars, agendas, reports, minutes, resolutions, and action items
    • Catalogue of legal and regulatory filings
    • Entity Management Database
    • Corporate Minute Books for all corporate entities, including
      • Articles of incorporation
      • By-laws
      • Shareholder declarations / unanimous shareholder agreements
      • Minutes of all shareholder meetings and/or shareholder resolutions
      • Minutes of Board of Directors meetings and consent resolutions
      • Initial and annual returns (OnCorp / Corporations Canada)
      • Directors, Officers and Owned Property registers
      • Share register / securities register / transparency register / Individuals with Significant Control registers
      • Significant transactions, trust indentures, etc.
  • Ensuring that all legal and filing requirements pertaining to corporate governance are
  • met
  • Maintaining the Board Portal and Resource Centre, and governance-related content on
  • the company website and intranet
  • Providing access to statutory registers of the company and minutes of Board meetings
  • Annual General Meeting of the Shareholder
  • Preparing those portions of the company’s Annual Report that describe the governance
  • framework and practices
  • Promoting the corporate secretariat and governance office role and responsibility of the
  • both within the organization and externally, building networks to share ideas, discussing
  • new trends and best practices in corporate governance
  • Undertaking special projects as required


  • A Bachelor of Law (LL.B.) or Juris Doctor (J.D.) degree
  • Called to the Bar of Ontario and licenced to practice law in the Province of Ontario
  • ICSA (Institute of Chartered Secretaries and Administrators) qualification or equivalent
  • considered an asset
  • Minimum three years law practice experience with relevant experience in company
  • secretarial and governance services
  • Knowledge of corporate and securities law, and governance frameworks
  • Experience working at the Board and executive level
  • Experience managing corporate confidences
  • Demonstrated excellent written and verbal communication skills, including the ability to
  • liaise and consult effectively with staff and stakeholders at all levels within and external
  • to the organization
  • Demonstrated attention to detail at an exceptional level
  • Demonstrated excellent organizational and administrative skills, with a demonstrated
  • ability to prioritize to meet competing demands and business needs
  • Demonstrated high level of computer literacy; proficient with Microsoft Office and GSuite products and experience with electronic board portals and entity management
  • software
  • English essential, both oral and written; Bilingual (English/French) considered an asset
  • Ability to maintain appropriate perspective no matter how pressured the situation

If this position interests you, please apply by 11:59pm the day before the job posting end date listed.

This is a management group opportunity and salary will be commensurate with qualifications.


Ottawa, ON

Pay Range Minimum:


Pay Range Maximum:


Posting End Date (if applicable):

December 8, 2020

Hydro Ottawa is committed to establishing a qualified workforce that reflects the diverse population it serves and we encourage applications from all qualified individuals. We are also committed to preventing and removing barriers to employment for people with disabilities, and we invite you to inform us should you have any accessibility or accommodation needs.

Applicants must be legally entitled to work in Canada.

Apply now! network