Corporate Governance Analyst New York, USA Legal, Ethics & Compliance Job at Philip Morris International
PMI Vision - It’s Time to Unsmoke.
There is no question that the best choice for men and women who smoke is to quit cigarettes and nicotine altogether. But many people don’t. In any given year, about 9 out of 10 men and women who are already smoking will continue: those people deserve access to, and information about, better alternatives. That is why we’re building PMI’s future on smoke-free products and focusing our efforts in switching adults, who choose to continue smoking, to our smoke-free platforms.
In order to achieve this, we are focused on 6 strategic priorities:
About Our Vision
We’ve built the world’s most successful cigarette company, with the world’s most popular and iconic brands. Now we’ve made a dramatic decision. We will be far more than a leading cigarette company. We’re building PMI’s future on smoke-free products that are a much better choice than cigarette smoking. Indeed, our vision – for all of us at PMI – is that these products will one day replace cigarettes.
Why are we doing this? Because we should … We understand the millions of men and women who smoke cigarettes. They are looking for less harmful, yet satisfying, alternatives to smoking. We will give them that choice. We have a commitment to our employees and our shareholders. We will fulfill that commitment by pursuing this long-term vision for success. Society expects us to act responsibly. And we are doing just that, by delivering a smoke-free future. … And because we now can. Success in the cigarette business gives us the resources to pursue our ambitious vision. Thanks to the imagination and perseverance of thousands of people at PMI, we have developed breakthrough products that are smoke-free and enjoyable.
About IQOS
The U.S. Food and Drug Administration (FDA) has authorized the marketing of our flagship electronically heated tobacco system, IQOS, as a modified risk tobacco product (MRTP), which represents a historic opportunity for public health. In doing so, the agency found that issuing an exposure modification order for the IQOS Tobacco Heating System (THS) is appropriate to promote the public health, and is expected to benefit the health of the population as a whole.
This decision demonstrates that IQOS is fundamentally different from combustible cigarettes, and a better choice for adults who would otherwise continue smoking. It follows a review of the extensive scientific evidence package PMI submitted to the FDA in December 2016 to support its MRTP applications.
The FDA’s action authorizes the marketing of IQOS in the USA with the following information:
In April 2019, the agency authorized IQOS for sale in the U.S. through issuance of premarket tobacco product application marketing orders, that deemed marketing the product to be appropriate for the protection of the public health. Now, the FDA has concluded issuing an IQOS exposure modification order is appropriate to promote the public health, and is expected to benefit the health of the population as a whole, taking into account both users and nonusers of tobacco products. Notably, the FDA’s issuance of an exposure modification MRTP order does not mean IQOS is FDA-approved. FDA does not ‘approve’ tobacco products. Further, the FDA’s decision does not mean IQOS is risk-free.
The FDA’s decision is consistent with earlier conclusions of other leading regulatory and scientific bodies, including in the U.K., Germany, and the Netherlands, which have found that the product emits lower levels of harmful toxicants. Furthermore, the FDA’s MRTP authorization shows that IQOS is a fundamentally different product than combustible cigarettes, and must be regulated differently, as the FDA has recognized.
As of March 31, 2020, PMI estimates that approximately 10.6 million adult smokers around the world have already stopped smoking and switched to IQOS. We believe that this decision can help to further accelerate the transition of U.S. adults away from cigarettes. We, along with our licensee Altria, are committed to guarding against unintended use and fully support FDA’s focus on protecting youth.
Role Summary
Corporate Governance Specialist with Legal Department, reporting to Assistant General Counsel & Assistant Corporate Secretary, located in Stamford, CT. The Corporate Governance Specialist will assist the Corporate Secretary function on a wide variety of issues and matters relating to corporate law, governance, and entity maintenance. The Corporate Secretary function supports the Philip Morris International Board of Directors and the boards of PMI’s subsidiaries / joint ventures and provides legal services related to aspects of PMI’s compliance with the federal securities laws. This group is responsible for all meetings of the parent company’s board and its committees as well as the meetings of the subsidiary and joint venture company boards. As part of that responsibility, it advises on matters of corporate governance, investor/shareholder relations, and corporate structure. The group prepares the PMI’s annual meeting proxy statement; prepares or assists in the preparation of reports filed by PMI and certain directors and executives with the Securities and Exchange Commission; and advises on compliance with insider trading laws.
The Corporate Governance Specialist will have the ability to prioritize work, solve problems and organize. This role requires independent judgment performed under general direction, using procedures standard to the organization. This role requires a highly reliable, motivated, and organized individual. Candidates must be solutions-oriented with the ability to multi-task effectively in a fast-paced environment. Ensures that legal services provided are cost-effective, practical, and consistent with the company’s philosophies. Delivers on law department business goals. Ensures that the law department implements leading practices and operates at the highest ethical and governance standards.
Key Responsibilities:
Business Acumen
Executing for Results
Building Relationships and Using Influence
Knowledge and Experience Desired to Undertake this Role
Business Contribution/Impact
Work Environment/Physical Requirements
Annual Base Salary Range: $102'804- $128'500
Philip Morris International: Delivering a Smoke-Free Future
PMI is an Equal Opportunity Employer PMI Global Services Inc. and PM Global Brands Inc. are a subsidiary of Philip Morris International Inc. Philip Morris International (PMI) is leading a transformation in the tobacco industry to create a smoke-free future and ultimately replace cigarettes with smoke-free products to the benefit of adults who would otherwise continue to smoke, society, the company, its shareholders and its other stakeholders. PMI is a leading international tobacco company engaged in the manufacture and sale of cigarettes, as well as smoke-free products, associated electronic devices and accessories, and other nicotine-containing products in markets outside the U.S. In addition, PMI ships versions of its IQOS Platform 1 device and consumables to Altria Group, Inc. for sale under license in the U.S., where these products have received marketing authorizations from the U.S. Food and Drug Administration (FDA) under the premarket tobacco product application (PMTA) pathway; the FDA has also authorized the marketing of a version of IQOS and its consumables as a Modified Risk Tobacco Product (MRTP), finding that an exposure modification order for these products is appropriate to promote the public health. PMI is building a future on a new category of smoke-free products that, while not risk-free, are a much better choice than continuing to smoke. Through multidisciplinary capabilities in product development, state-of-the-art facilities and scientific substantiation, PMI aims to ensure that its smoke-free products meet adult consumer preferences and rigorous regulatory requirements. PMI's smoke-free product portfolio includes heat-not-burn and nicotine-containing vapor products. As of September 30, 2022, PMI's smoke-free products are available for sale in 70 markets in key cities or nationwide, and PMI estimates that approximately 13.5 million adults around the world, excluding Russia and Ukraine have already switched to IQOS and stopped smoking.
For more information, please visit www.pmi.com and www.pmiscience.com.
PMI is an Equal Opportunity Employer.
#LI-Hybrid
There is no question that the best choice for men and women who smoke is to quit cigarettes and nicotine altogether. But many people don’t. In any given year, about 9 out of 10 men and women who are already smoking will continue: those people deserve access to, and information about, better alternatives. That is why we’re building PMI’s future on smoke-free products and focusing our efforts in switching adults, who choose to continue smoking, to our smoke-free platforms.
In order to achieve this, we are focused on 6 strategic priorities:
- Developing a long-term product and ecosystem portfolio,
- Building societal support of RRP,
- Growing our RRP platforms to scale,
- Delivering product launch & customer service agility,
- Achieving cost and cash leadership, and
- Maintaining leadership in conventional cigarettes.
About Our Vision
We’ve built the world’s most successful cigarette company, with the world’s most popular and iconic brands. Now we’ve made a dramatic decision. We will be far more than a leading cigarette company. We’re building PMI’s future on smoke-free products that are a much better choice than cigarette smoking. Indeed, our vision – for all of us at PMI – is that these products will one day replace cigarettes.
Why are we doing this? Because we should … We understand the millions of men and women who smoke cigarettes. They are looking for less harmful, yet satisfying, alternatives to smoking. We will give them that choice. We have a commitment to our employees and our shareholders. We will fulfill that commitment by pursuing this long-term vision for success. Society expects us to act responsibly. And we are doing just that, by delivering a smoke-free future. … And because we now can. Success in the cigarette business gives us the resources to pursue our ambitious vision. Thanks to the imagination and perseverance of thousands of people at PMI, we have developed breakthrough products that are smoke-free and enjoyable.
About IQOS
The U.S. Food and Drug Administration (FDA) has authorized the marketing of our flagship electronically heated tobacco system, IQOS, as a modified risk tobacco product (MRTP), which represents a historic opportunity for public health. In doing so, the agency found that issuing an exposure modification order for the IQOS Tobacco Heating System (THS) is appropriate to promote the public health, and is expected to benefit the health of the population as a whole.
This decision demonstrates that IQOS is fundamentally different from combustible cigarettes, and a better choice for adults who would otherwise continue smoking. It follows a review of the extensive scientific evidence package PMI submitted to the FDA in December 2016 to support its MRTP applications.
The FDA’s action authorizes the marketing of IQOS in the USA with the following information:
- The IQOS system heats tobacco but does not burn it.
- This significantly reduces the production of harmful and potentially harmful chemicals.
- Scientific studies have shown that switching completely from conventional cigarettes to the IQOS system significantly reduces your body’s exposure to harmful or potentially harmful chemicals.
In April 2019, the agency authorized IQOS for sale in the U.S. through issuance of premarket tobacco product application marketing orders, that deemed marketing the product to be appropriate for the protection of the public health. Now, the FDA has concluded issuing an IQOS exposure modification order is appropriate to promote the public health, and is expected to benefit the health of the population as a whole, taking into account both users and nonusers of tobacco products. Notably, the FDA’s issuance of an exposure modification MRTP order does not mean IQOS is FDA-approved. FDA does not ‘approve’ tobacco products. Further, the FDA’s decision does not mean IQOS is risk-free.
The FDA’s decision is consistent with earlier conclusions of other leading regulatory and scientific bodies, including in the U.K., Germany, and the Netherlands, which have found that the product emits lower levels of harmful toxicants. Furthermore, the FDA’s MRTP authorization shows that IQOS is a fundamentally different product than combustible cigarettes, and must be regulated differently, as the FDA has recognized.
As of March 31, 2020, PMI estimates that approximately 10.6 million adult smokers around the world have already stopped smoking and switched to IQOS. We believe that this decision can help to further accelerate the transition of U.S. adults away from cigarettes. We, along with our licensee Altria, are committed to guarding against unintended use and fully support FDA’s focus on protecting youth.
Role Summary
Corporate Governance Specialist with Legal Department, reporting to Assistant General Counsel & Assistant Corporate Secretary, located in Stamford, CT. The Corporate Governance Specialist will assist the Corporate Secretary function on a wide variety of issues and matters relating to corporate law, governance, and entity maintenance. The Corporate Secretary function supports the Philip Morris International Board of Directors and the boards of PMI’s subsidiaries / joint ventures and provides legal services related to aspects of PMI’s compliance with the federal securities laws. This group is responsible for all meetings of the parent company’s board and its committees as well as the meetings of the subsidiary and joint venture company boards. As part of that responsibility, it advises on matters of corporate governance, investor/shareholder relations, and corporate structure. The group prepares the PMI’s annual meeting proxy statement; prepares or assists in the preparation of reports filed by PMI and certain directors and executives with the Securities and Exchange Commission; and advises on compliance with insider trading laws.
The Corporate Governance Specialist will have the ability to prioritize work, solve problems and organize. This role requires independent judgment performed under general direction, using procedures standard to the organization. This role requires a highly reliable, motivated, and organized individual. Candidates must be solutions-oriented with the ability to multi-task effectively in a fast-paced environment. Ensures that legal services provided are cost-effective, practical, and consistent with the company’s philosophies. Delivers on law department business goals. Ensures that the law department implements leading practices and operates at the highest ethical and governance standards.
Key Responsibilities:
- Assist in monitoring new and developing corporate governance related trends and best practices. In conjunction with the Corporate Secretary and Assistant General Counsel & Assistant Corporate Secretary, draft and recommend modifications to the charters, policies, procedures and guidelines.
- Prepare and file Section 16 filings (Forms 3, 4 and 5), manage the approval of all insider trades and maintain record of same. Assist with other routine SEC and NYSE filings made by the Company.
- Contribute to the Company's annual reporting process, including information management, maintaining drafts of annual filings, working with various departments to obtain and organize information, conducting legal research relating to disclosure rules.
- Provide assistance with preparing corporate certificates and resolutions.
- Provide assistance with execution of the Company’s quarterly dividend payment.
- Provide assistance with the preparation of agendas, organization of presentations and other Corporate Secretary functions for Board and/or Committee meetings.
- Support legal and business unit personnel, as needed (e.g., M&A and other transactional; due diligence; audits; litigation responses).
- Update and maintain a corporate entity management database or other system with information on legal entities (including the state of incorporation, qualifications to do business, stock and organizational structure), entity officers and board of directors, and corporate records for such entities.
- Coordinate with the Corporation’s transfer agent to perform various shareholder services, including issuance and cancellation of stock certificates.
- Conduct legal and business research as required and other duties as assigned.
- Ability to prioritize work, solve problems and organize own time with minimal supervision. Intermediate to advanced communication skills are required to initiate oral and written responses to inquiries regarding processes. Must be able to work in a fast-paced environment, on discrete and confidential matters.
- Create presentations and documents utilizing basic grammar, spelling and format skills. This includes but is not limited to organization charts, phone listing, and employee listings.
- Provide assistance with preparing and routing corporate resolutions and other documents for signature.
- Maintain excellent working relationships with business partners to ensure that their legal and business needs are satisfied.
- Other duties as assigned
Business Acumen
- Quickly grasp key drivers of the business and industry and quickly become immersed in the most important business issues facing the company.
- Demonstrate strategic, innovative, creative, and inquisitive frame of mind, with strong business acumen and judgment.
- Speak fluently in lay terms to a range of audiences.
Executing for Results
- Demonstrate the detail orientation and the technical, planning and project management skills to ensure flawless execution.
- Take initiative and operate with a sense of urgency, decisiveness, and responsiveness.
- Strong work ethic with ability to handle a fast-paced vigorous schedule.
- Able to solve problems and offer creative solutions.
- Anticipate and proactively address emerging issues.
- Make nuanced recommendations and business decisions based on facts and the culture of the constituents served.
- Marshall the appropriate level and mix of resources as required by circumstances.
- Demonstrate self-motivation and initiative to prioritize work and otherwise perform the job with minimal supervision.
- Hold oneself to the highest standards of accountability.
- Able to operate in a dynamic, high stress environment with a demonstrated ability to handle crisis.
- High energy and drive, a charismatic and positive management style with a passion for driving results, and unquestioned integrity.
Building Relationships and Using Influence
- Demonstrate outstanding communications skills, including presenting to, advising, and educating executive leadership and engaging with external stakeholders.
- Able to convey complicated topics and issues in a straightforward and concise manner, and to tailor communication style to different audiences.
- Maintain established relationships with external legal resources characterized by credibility, respect, trust.
- Develop and maintain a strong network of relationships inside and outside the organization to support the objectives of the Board, CEO, and the business.
- Demonstrate integrity and commitment to the highest ethical standards and personal values.
Knowledge and Experience Desired to Undertake this Role
- Associates Degree from an accredited college in the paralegal program or equivalent combination of relevant education and work experience required.
- Paralegal Certificate from an ABA-certified program preferred.
- At least six (6) years of relevant corporate legal assistance experience including significant experience managing corporate books and records.
- Experience supporting multiple attorney work streams in a law firm and/or in-house legal department.
- Proficiency with corporate entity management software.
- Proficiency with board portal software, such as Diligent or BoardVantage.
- Proficiency with Windows and MS Office applications (Word, Excel, PowerPoint, Outlook, Internet, SharePoint, etc.).
- Experience in preparing for board meetings, including scheduling, drafting meeting agendas, posting meeting materials to board portals, etc.
- Superior interpersonal skills to communicate with other attorneys, business partners, corporate personnel and board directors.
- Proficient in Westlaw and Lexus Nexus online research.
- Experience in filing Section 16 reports (Forms 3, 4 and 5) and working with the software required for such filings.
- Ability to work independently as well as in a team environment.
- Ability to manage time and tasks effectively.
- Able to maintain strict confidentiality.
- High energy, drive and unquestioned integrity.
- Must be able to operate in a dynamic, high stress environment with a demonstrated ability to handle crisis.
- Proven ability to work independently and multi-task in a fast-paced environment.
Business Contribution/Impact
- Excellent verbal and written communication skills.
- Must be able to handle company confidential information and data requiring the highest degree of attention to preserve confidentiality.
- Must be able to operate in a dynamic, high stress environment with a demonstrated ability to handle crisis.
- High energy and drive, a charismatic and positive management style with a passion for driving results, and unquestioned integrity.
- Strong organizational skills reflected by motivation toward planning, and communicating with high performance teams in a dynamic environment.
- Proven ability to work independently and multi-task in a fast-paced environment.
- Strong project management and follow-up skills.
Work Environment/Physical Requirements
- Normal office environment for a mission driven, high impact team. Work hours regularly exceed 40 plus hours per week. Position requires a passionate, motivated, driven individual with a proven ability to get the job accomplished.
Annual Base Salary Range: $102'804- $128'500
Philip Morris International: Delivering a Smoke-Free Future
PMI is an Equal Opportunity Employer PMI Global Services Inc. and PM Global Brands Inc. are a subsidiary of Philip Morris International Inc. Philip Morris International (PMI) is leading a transformation in the tobacco industry to create a smoke-free future and ultimately replace cigarettes with smoke-free products to the benefit of adults who would otherwise continue to smoke, society, the company, its shareholders and its other stakeholders. PMI is a leading international tobacco company engaged in the manufacture and sale of cigarettes, as well as smoke-free products, associated electronic devices and accessories, and other nicotine-containing products in markets outside the U.S. In addition, PMI ships versions of its IQOS Platform 1 device and consumables to Altria Group, Inc. for sale under license in the U.S., where these products have received marketing authorizations from the U.S. Food and Drug Administration (FDA) under the premarket tobacco product application (PMTA) pathway; the FDA has also authorized the marketing of a version of IQOS and its consumables as a Modified Risk Tobacco Product (MRTP), finding that an exposure modification order for these products is appropriate to promote the public health. PMI is building a future on a new category of smoke-free products that, while not risk-free, are a much better choice than continuing to smoke. Through multidisciplinary capabilities in product development, state-of-the-art facilities and scientific substantiation, PMI aims to ensure that its smoke-free products meet adult consumer preferences and rigorous regulatory requirements. PMI's smoke-free product portfolio includes heat-not-burn and nicotine-containing vapor products. As of September 30, 2022, PMI's smoke-free products are available for sale in 70 markets in key cities or nationwide, and PMI estimates that approximately 13.5 million adults around the world, excluding Russia and Ukraine have already switched to IQOS and stopped smoking.
For more information, please visit www.pmi.com and www.pmiscience.com.
PMI is an Equal Opportunity Employer.
#LI-Hybrid
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