The Vice President and General Counsel directs the strategy and operations for in-house corporate legal services to ensure the Company effectively manages risk and regulatory requirements and responds to legal issues in support of Company objectives.

Responsibilities:

Serves as Corporate Secretary for the organization

• Prepares materials for board of director meetings, attend board meetings and take minutes, communicate with directors, and coordinate meeting location and amenities.
• Maintains minute books, articles of incorporation and bylaws, and corporate records for the holding company and all affiliated entities
• Drafts resolutions, written consents, and other corporate documents. Maintain and update lists of officers, directors, and committees. Reviews annual and quarterly statements for correct listing of officers and directors.
• Administers and maintains records for Company Stock
• Works with parent company on corporate and securities matters involving the insurance companies. Prepares legal documents as requested.

Directs corporate legal operations

• Conducts research, provides alerts, advice, and issues opinions on Company legal matters to Department and Company leaders
• Formulates strategy on Corporate litigation matters, negotiates settlements as appropriate, and supervises outside attorneys through matter resolution.
• Manages review of all vendor contracts, negotiates contract terms, and provides expert legal advice to business leaders regarding contract provisions. Maintains all Company contracts
• Coordinates new company formations and acquisitions in partnership with Accounting and Business leaders.
• Manages intellectual property protection for organization
• Advises on risks, legal requirements, and remediation for enterprise cyber-security program; serves as a member of the Information Security Committee; maintains consulting attorney relationship for guidance on breach response and prepares and executes on remediation plan in event of breach.
• Directs company acceptance of service of process and responses to subpoenas for business records. Serve as agent and contact person for service of process in various States.

Oversees state regulatory filings and legislative requirements for the Company

• Prepares annual holding company filings for ICW and ICS.
• Prepares and files applications for State admission and amendment of Certificates of Authority. Maintains current list of States where all subsidiary companies are licensed. Investigates and resolves legal issues associated with admission to other States and foreign countries.
• Responds to State insurance department inquiries and data calls.
• Coordinates underwriting and market conduct examinations of ICW, EIC, and ICS and meets with insurance examiners as required.
• Monitors, analyzes, and advises affected departments concerning legislative and regulatory developments at State and federal level. Develops procedures to comply with legislation and regulations.
• Oversees filing of rates, rules, and forms with State insurance departments.

Provides expert advice and legal services to facilitate Business Operations

• Reviews, analyzes, revises, and sign reinsurance cover notes, contracts, and intermediary agreements.
• Monitor legal, legislative, and regulatory developments in reinsurance. Research reinsurance legal issues.
• Review, analyze, revise, and draft contracts, agency and broker agreements, policy forms and endorsements, confidentiality agreements, releases, and miscellaneous documents.
• Oversees administration of agent and broker contracts, notices of appointment of agents, licensing of Risk Insurance Brokers of the West, governmental business licenses, and DOI complaints.
• Reviews marketing materials, web site wording, and press releases in partnership with business units and Enterprise Marketing

Oversees the legal compliance program for the Company

• Determines the strategy and directs the operations of the company compliance program.
• Oversees the Company Compliance and Policy Committees and ensures that the committees address issues on a timely basis to minimize risk.
• Ensures internal controls are properly developed, implemented and followed by company personnel.
• Maintains all Company policies and manages the certification process for applicable areas, such as Code of Conduct and Conflict of Interest, so that they are completed as scheduled by all personnel.
• Oversees investigations of high-priority allegations of ethics violations, fraud, or other noncompliance at the business units, in coordination with internal audit, human resources, and outside counsel, as needed.
• Oversees the Audit/ERM committee’s requests for information and requirements.

Develops and leads a team of legal and compliance professionals and manages the Legal Department

• Provides strategic and tactical direction to Legal team. Communicates Mission, Values and other organization operating principles to direct and indirect reports.
• Establishes and maintains the overall work cadence and, in partnership with department leaders, ensures performance and outcomes strive for excellence in delivery and customer experience. Ensures that the entire team is engaged and that leadership practices in the department encourage development, recognition and retention.
• Establishes and holds leaders accountable to hiring criteria, on-boarding and training requirements for incoming staff.
• Oversees the performance management and development process for the department and performs performance management duties, development planning and coaching for direct reports.
• Acts as a resource for department leaders and team members to answer questions and solve complex problems.
• Manages department budget, technology and other resources, workload and customer requests for Legal and Compliance resources. Ensures adherence to all Company policies and procedures and compliance responsibilities.
• Ensures legal and regulatory data quality, adherence to IT and other security guidelines, profitability and other risk-related metrics for self and members of the team.

SUPERVISORY RESPONSIBILITIES

Manages one supervising attorney and team of legal/compliance specialists and administrators. Indirectly oversees compliance professionals embedded in business departments.

EDUCATION and/or EXPERIENCE

Bachelor degree (B.A.) with applicable major from a four-year college or university and law degree (J.D.) from ABA accredited law school. 8+ years of experience in a senior level in-house Counsel role, Partner or Senior Associate in a law firm or as a Senior Attorney in a governmental law office. Must be a member of State Bar of California and have extensive experience with corporate and regulatory legal issue resolution as well as litigation. 5+ years of supervisory experience required. Equivalent combination of education and work experience in similar positions will be considered.

CERTIFICATES, LICENSES, REGISTRATIONS

Admission to State Bar of California required. CPCU and/or other insurance industry professional designations preferred.

KNOWLEDGE AND SKILLS

Ability to discuss complex legal and business issues with executive audiences, officers, outside directors, and employees in all departments as well as insurance regulators, outside counsel, reinsurance intermediaries, and vendors. Assist in handling sensitive personnel or corporate matters. Engage in discussion and presentations in board meetings. Must be able to write clear, concise, and grammatically correct contracts, legal documents, corporate minutes, resolutions, correspondence, memoranda, and opinions. Work with diverse personalities in every company department, including top management, officers, outside directors, employees, regulators, attorneys, and vendors. Handle multiple projects at the same time. Ability to negotiate resolutions of problems including settlements of corporate litigation, contract disputes, regulatory actions, product costs, and project demands from Company departments. Ability to add, subtract, multiply and divide using whole numbers, common fractions, and decimals. Ability to compute rate, ratio, and percent, and to draw and interpret graphical representations of data. Ability to apply principles of logic to a wide range of intellectual and practical problems.

PHYSICAL REQUIREMENTS

While performing the duties of this job, the employee is frequently required to sit. The employee is regularly required to stand; walk; reach with hands and arms; stoop, kneel, crouch, or crawl; talk and hear. The employee must occasionally lift and/or move up to 30 pounds. Specific vision abilities required by this job include close vision. The worker is required to have visual acuity and be capable of operating and viewing computers and other electronic devices for extended periods of time.

COMPETENCIES

This position maps to the Strategic Leader level. Additional competencies required: none.

WORK ENVIRONMENT

The noise level is usually quiet in the work area with moderate noise in the computer room.

Occasional travel may be required.