Corporate Secretary

• Act as principal governance advisor to the Board Chair Committee Chairs directors the CEO and senior management on fiduciary duties governance practices conflicts of interest decision authorities and Board processes.
• Lead the annual Board and Committee calendar agendas and workplans aligning regulatory obligations strategic priorities risk oversight and outstanding actions.
• Partner with the Board Chair Committee Chairs CEO and executive sponsors to ensure agendas and materials support informed timely and effective decision-making.
• Oversee the timely and accurate assembly and distribution of board and committee materials for EQB and all subsidiaries
• Serve as Corporate Secretary at meetings of the Board Board Committees and shareholders ensuring meetings are properly called constituted and conducted.
• Oversee preparation of accurate and defensible minutes and resolutions that reflect deliberations challenge conflicts advice received decisions and accountabilities while protecting confidentiality and legal privilege.
• Communicate Board decisions assign accountabilities and oversee the timely completion of actions.
• Advise on director independence suitability succession onboarding education evaluation compensation share ownership and departures.
• Lead Board Committee Chair and director effectiveness assessments and translate findings into practical governance improvements.

• Own and continuously strengthen EQBs enterprise governance framework including Board and Committee mandates governance guidelines position descriptions by-laws delegated authorities policies and annual workplans.
• Monitor regulatory legal securities and governance developments affecting federally regulated financial institutions and Canadian public issuers.
• Assess emerging requirements and risks provide clear recommendations and lead the implementation of required governance changes.
• Support the Board in fulfilling its oversight responsibilities in a manner aligned with EQBs strategy complexity and risk profile.
• Oversee subsidiary and affiliate governance including entity records appointments mandates meetings approvals registrations licences and reporting.
• Lead director and officer conflict-of-interest independence related-party and personal compliance processes escalating significant matters as required.
• Maintain effective relationships with regulators securities authorities stock exchanges proxy advisors external counsel auditors and other governance stakeholders.

• Lead the governance components of continuous disclosure and annual reporting including the management information circular annual information form material change reports voting results and governance-related website disclosure.
• Oversee accurate and timely SEDAR and SEDI filings insider reporting and director and officer compliance with securities and stock exchange requirements.
• Lead the planning and execution of the annual meeting of shareholders including proxy materials voting scripts resolutions meeting records and post-meeting filings.
• Oversee corporate and share capital documentation including incorporations continuances director and officer changes share issuances transfers and redemptions capital changes and dividend declarations.
• Manage relationships with the transfer agent Toronto Stock Exchange proxy solicitors newswire providers and external advisors within the roles mandate.
• Ensure the integrity security retention and accessibility of minute books corporate records Board materials and the Board portal.

• Lead the Board Services and corporate governance function establishing clear priorities standards accountabilities controls and service expectations.
• Translate enterprise priorities and governance requirements into functional strategies workplans and measurable outcomes.
• Lead complex cross-functional governance initiatives and establish clear responsibilities timelines and escalation paths.
• Anticipate resource requirements competing priorities and potential obstacles and develop practical contingency plans.
• Modernize governance practices processes and technology to improve Board effectiveness information flow security efficiency and auditability.
• Build strong partnerships across Legal Risk Finance Compliance Internal Audit Human Resources Investor Relations and the business.
• Coach and mentor team members and emerging leaders providing clear expectations meaningful feedback and development opportunities.
• Manage the functions budget resources and external providers and report transparently on priorities capacity risks and delivery.

• Undergraduate degree in law business governance or a related discipline. A Juris Doctor Bachelor of Laws governance designation or equivalent professional qualification is strongly preferred.
• 15 or more years of progressive corporate governance corporate secretarial securities or legal experience including significant experience supporting a Canadian public-company Board and its Committees.
• Significant experience within a federally regulated financial institution or another complex highly regulated financial services organization.
• Expert knowledge of the Bank Act Trust and Loan Companies Act applicable corporate statutes Canadian securities requirements TSX requirements OSFI governance expectations and leading Board practices.
• Demonstrated experience leading annual meeting and proxy processes SEDAR and SEDI filings insider reporting subsidiary governance and corporate records.
• Recognized technical expertise in corporate governance with the ability to anticipate regulatory and market developments and translate them into practical action.
• Exceptional Boardroom judgment executive presence and credibility with the confidence to provide independent advice and constructively challenge senior stakeholders.
• Strong analytical and business judgment including the ability to assess complex issues consider broader implications and make timely risk-informed recommendations.
• Outstanding drafting and communication skills including Board minutes resolutions mandates policies public disclosure and governance advice.
• Proven ability to navigate complex stakeholder relationships build alignment and influence decisions across organizational boundaries.
• Demonstrated leadership of complex change initiatives including the ability to anticipate resistance create practical implementation plans and reinforce sustainable improvements.
• Strong planning prioritization and resource management skills with the ability to manage multiple long-term priorities and immovable deadlines.
• High integrity and discretion with mature judgment in handling market-sensitive privileged and confidential information.

The role operates at the intersection of the Board senior management regulators and public-company stakeholders. It requires the ability to interpret complex and evolving requirements anticipate their broader implications and provide clear practical advice in situations involving incomplete information competing priorities or significant risk.


The Corporate Secretary must:

• Exercise exceptional judgment in sensitive uncertain and time-critical situations.
• Balance legal regulatory governance strategic and stakeholder considerations.
• Provide independent advice and constructive challenge to directors and senior executives.
• Translate complex requirements into clear decisions accountabilities and implementation plans.
• Navigate competing expectations while maintaining the independence and integrity of the governance function.
• Protect confidential privileged and market-sensitive information.
• Lead cross-functional responses to emerging governance regulatory and disclosure matters.
• Make timely decisions while considering immediate longer-term and enterprise-wide implications.
• Be able to function under pressure and be flexible and adaptable to changing agendas materials and other last-minute items