Torchora
Back to Home

corporate governance manager

title: Key Responsibilities and Required Skills for Corporate Governance Manager
salary: $110,000 - $180,000
categories: [Corporate Governance, Compliance, Legal, Risk Management, Board Affairs]
description: A comprehensive overview of the key responsibilities, required technical skills and professional background for the role of a Corporate Governance Manager.
Senior Corporate Governance Manager responsible for designing and executing corporate governance frameworks, supporting the board and board committees, ensuring regulatory and statutory compliance, and embedding governance best practices across the enterprise. Ideal for experienced governance professionals with strong legal, compliance, and stakeholder-management skills. Keywords: corporate governance, board governance, corporate secretary, compliance, regulatory filings, shareholder relations, ESG governance, internal controls.

🎯 Role Definition

The Corporate Governance Manager is a senior governance professional who partners with the Board of Directors, C-suite, legal and compliance teams to design, implement and maintain robust governance frameworks. This role manages board and committee processes, ensures statutory and regulatory compliance, supports corporate secretary functions, advises on governance-related transactions (including M&A and reorganizations), drives board effectiveness initiatives, and integrates ESG and risk management into governance practices. The ideal candidate balances legal and compliance knowledge with operational execution, stakeholder engagement, and pragmatic policy development.

📈 Career Progression

Typical Career Path

Entry Point From:

  • Company Secretary / Deputy Company Secretary
  • Senior Legal Counsel (corporate, compliance, securities)
  • Governance, Risk & Compliance (GRC) Senior Analyst

Advancement To:

  • Head of Corporate Governance / Head of Company Secretariat
  • General Counsel (in smaller organizations)
  • Head of Legal & Compliance / Chief Compliance Officer

Lateral Moves:

  • Director of Board Relations
  • Director of ESG & Sustainability Governance
  • Head of Risk Assurance

Core Responsibilities

Primary Functions

  • Design, implement and continuously refine the company-wide corporate governance framework, policies and procedures to reflect best practice, regulatory changes and stakeholder expectations.
  • Act as the primary point of contact for the Board and Board committees (Audit, Risk, Remuneration, Nominations), managing agendas, materials, pre-reads and follow-up actions to ensure efficient, high-quality governance decision-making.
  • Prepare and review board packs, executive summaries and governance reporting that translate complex regulatory, risk and operational matters into clear, decision-ready documents for directors.
  • Coordinate board and committee meetings, including scheduling, logistics, minute-taking, circulation of resolutions and maintenance of statutory records and minute books.
  • Support the Corporate Secretary function: maintain statutory registers, filings with regulators (e.g., SEC/Companies House/other local registry), corporate filings, share capital changes, and compliance with company law requirements.
  • Develop and maintain a robust director onboarding program and ongoing director education that addresses fiduciary duties, regulatory developments, risk oversight, and strategic priorities.
  • Lead and facilitate board evaluations, governance health checks, committee effectiveness assessments and follow-through on improvement plans with measurable outcomes.
  • Manage governance aspects of corporate transactions including mergers & acquisitions, joint ventures, reorganizations, and post-close governance integration for subsidiaries and special purpose vehicles.
  • Advise senior management and the Board on governance-related legal and regulatory obligations, conflicts of interest, related-party transactions and director independence matters.
  • Implement and administer conflict of interest policies, codes of conduct for directors and senior executives, and escalation processes for potential breaches.
  • Oversee shareholder relations and investor governance inquiries, including preparation of proxy materials, responses to shareholder proposals and engagement with institutional investors on governance topics.
  • Ensure governance alignment with compliance, internal audit and risk management functions to identify and remediate control gaps and strengthen internal controls that impact governance outcomes.
  • Develop, own and publish governance KPIs and dashboards for the Board and executive leadership, tracking actions, risks, compliance incidents and progress against governance initiatives.
  • Lead cross-functional governance projects such as board composition optimization, succession planning, remuneration governance and restructure of committee charters.
  • Liaise with external advisors (legal firms, governance consultants, registrar/transfer agents, proxy solicitors and investor relations advisers) to ensure high-standard governance delivery and compliance with market best practice.
  • Drive integration of ESG governance into board oversight, including monitoring ESG-related risks and opportunities, sustainability reporting governance and assurance arrangements.
  • Monitor, interpret and advise on changing regulatory, statutory and listing-rule requirements across jurisdictions; translate changes into operational actions and policy updates.
  • Oversee whistleblower report handling protocols as they relate to board escalation, ensuring confidentiality, appropriate investigation paths and regulatory reporting where necessary.
  • Coordinate with internal audit to plan and execute governance-focused audits and remediation programs; track remediation status and provide progress reports to committees.
  • Prepare and support regulatory and statutory inspections, inquiries or investigations related to corporate governance; manage evidence gathering and responses in collaboration with Legal and Compliance.
  • Maintain accurate corporate records for subsidiaries, branches and legal entities; ensure governance standards are implemented consistently across the corporate group.
  • Draft, review and update governance-related policies, committee charters, terms of reference and board manuals to ensure clarity, compliance and operational usability.

Secondary Functions

  • Support management in preparing governance input for annual reports, proxy statements, and corporate websites to ensure accurate public disclosure and compliance with market regulations.
  • Assist with the implementation of governance-related technology (board portals, document repositories, governance workflow tools) and drive adoption across the executive and board office.
  • Provide ad-hoc governance advice to business units implementing change programs, product launches, or new market entries to ensure governance and regulatory guardrails are in place.
  • Coordinate internal training workshops on governance, compliance and ethics for senior leaders and governance stakeholders.
  • Contribute to the ongoing development of the organization's governance roadmap, aligning governance maturity with strategic objectives and regulatory timelines.
  • Support cross-border governance coordination for multinational structures, ensuring consistent application of board processes and statutory compliance across jurisdictions.

Required Skills & Competencies

Hard Skills (Technical)

  • Deep knowledge of corporate governance frameworks, company law, listing rules and regulatory filing processes (e.g., SEC, Companies House, local exchanges).
  • Experience performing company secretary duties including minute-taking, statutory registers, shareholder meeting administration and regulatory filings.
  • Strong understanding of board processes: agenda setting, committee charters, board calendar management, and director information flows.
  • Expertise in policy drafting and implementation for governance topics: conflict of interest, related-party transactions, insider trading, codes of conduct.
  • Familiarity with M&A governance, corporate reorganizations, carve-outs and post-merger governance integration requirements.
  • Knowledge of risk management frameworks and ability to integrate risk oversight into board reporting and committee agendas.
  • Practical experience with ESG governance, sustainability reporting frameworks (e.g., TCFD, SASB, GRI) and linking ESG to strategic governance oversight.
  • Working knowledge of internal controls and Sarbanes-Oxley (SOX) implications for governance where applicable.
  • Proficiency with board portal and governance technologies (e.g., Diligent, BoardEffect, Nasdaq Boardvantage) and document management tools.
  • Strong legal literacy around disclosure obligations, securities law, and cross-border statutory requirements.
  • Project management skills to lead governance change programs, with experience using methodologies to deliver on-time, on-budget implementations.
  • Experience liaising with external auditors, legal counsel and governance advisors to coordinate due diligence, disclosures and governance remediation.

Soft Skills

  • Exceptional written and oral communication skills for summarizing complex governance and legal matters succinctly for boards and executives.
  • Strong stakeholder management and influencing skills to work effectively with directors, C-suite, regulators and external advisors.
  • High attention to detail and precision in drafting minutes, legal documents and regulatory filings.
  • Strategic thinking with the ability to connect governance activities to business strategy and risk appetite.
  • Integrity, discretion and commitment to confidentiality in handling sensitive board-level information.
  • Problem-solving orientation with a pragmatic approach to designing actionable governance solutions.
  • Facilitation skills to manage high-stakes board discussions, conflict resolution and consensus-building.
  • Ability to work under pressure and manage competing priorities across multiple boards, committees and corporate entities.
  • Continuous learning mindset to stay current with governance trends, regulatory changes and best practices.
  • Collaborative, cross-functional approach that fosters alignment between legal, compliance, finance and business stakeholders.

Education & Experience

Educational Background

Minimum Education:

  • Bachelor’s degree in Law, Business Administration, Corporate Governance, Finance, Accounting, or a related field.

Preferred Education:

  • Master’s degree (LLM, MBA) or professional qualification (Chartered Secretary/ICSA, CPA, ACA, JD) with governance or corporate law focus.

Relevant Fields of Study:

  • Corporate Law / Commercial Law
  • Business Administration / Corporate Governance
  • Finance, Accounting or Risk Management
  • Public Policy or Regulatory Affairs
  • Sustainability / ESG (preferred for ESG governance focus)

Experience Requirements

Typical Experience Range: 5–12 years of progressively responsible experience in corporate governance, company secretariat, legal or compliance roles; experience supporting Boards and senior executives.

Preferred: 8+ years specifically in corporate governance or company secretariat roles within public companies, regulated industries or multinational groups; prior exposure to board-level reporting, shareholder engagement and multi-jurisdictional statutory filings.

Explore More Careers