Responsible for placing safety as #1 priority in day-to-day work routine for self and others. Provide legal counsel to all segments of the corporation and its subsidiaries. Ensure compliance with laws, rules, and regulations. Serve as corporate governance officer. Serve as corporate secretary. Serve as a member of the executive Management Policy Committee.
Exercise primary responsibility for (1) management of all legal matters involving the corporation, with supervisory and coordination responsibilities for both internal and outside counsel; (2) review of the adequacy of the corporation’s corporate governance procedures and reporting to the corporation’s management and Board of Directors on recommended changes; and (3) maintenance and custody of corporate minute books.
This vacancy is contingent upon the spinoff of our subsidiary construction materials company, Knife River. Should the spin not be completed, the vacancy will be cancelled.
MINIMUM QUALIFICATIONS
Juris Doctor degree from an American Bar Association (ABA) accredited law school.
Must be licensed or eligible to be licensed in North Dakota.
Minimum of ten years' experience in the practice of law.
PREFERED QUALIFICATIONS
15 years legal experience.
Experience working with or in a publicly traded company and familiarity with compliance requirements for publicly traded companies.
Legal experience working with regulated energy delivery or related businesses.
Legal experience working with construction services or related businesses.
Courtroom litigation and/or administrative law proceeding experience.
OTHER REQUIREMENTS
Must take all measures necessary to protect networks, devices, programs and data from cyber-attack, damage or unauthorized access.
Must maintain a valid driver’s license and pass background check requirements.
Requires minimal travel (up to 10%).
JOB RESPONSIBILITIES
Act as legal advisor to the Chair of the Board, President and Chief Executive Officer, committees of the board and to the subsidiary Boards of Directors.
Review legal matters that may have an impact on the company. Coordinate legal issues among all departments within the corporation.
Assist the Chair of the Board, the President and Chief Executive Officer, and the Chairs of the committees of the Board in preparation for Board and Board committee meetings. Subject to the review by the Chair, and as appropriate, the chairs of the Board committees, (a) prepare Board and Board committee meeting agendas; (b) record minutes of the Board of Directors, committees of the Board, and annual shareholders’ meetings; (c) draft and send proxy statement and proxy card; (d) draft and send other communications to shareholders as directed by the Chair; (e) prepare the agendas of all meetings of businesses; (f) prepare written consents for actions taken by the Boards of subsidiaries, or their shareholders, in lieu of actions taken at a meeting.
Supervise and coordinate the activities of outside counsel and the Legal Department attorneys and all legal matters facing the corporation.
Act as the corporation’s corporate governance and compliance officer, with responsibility for monitoring and assessing developments on corporation governance including stock exchange listing standards, legislative enactments, SEC regulations and judicial decisions. Provide regular reports to the corporation’s senior management and Board of Directors regarding matters of most significant importance and make recommendations regarding (a) corporate governance guidelines, (b) business codes of conduct and ethics policies, (c) Board committee charters, (d) executive compensation policies and (e) director evaluation processes.
In coordination with the Chief Financial Officer: serve as a liaison to rating agencies with respect to their rating of the corporation’s governance procedures and assist in communication with D&O insurance brokers and underwriters in conjunction with corporate governance issues.
Participate as a member of the corporation’s Disclosure Committee to assure the disclosure of procedures and internal controls are adequate to collect the information necessary for the corporation to meet its disclosure obligations in a timely manner.
Meet privately on a periodic basis with the Audit Committee to review matters within its scope of responsibilities, including evidence of any material violation of laws or breach of fiduciary duty by the corporation, its directors, officers, employees, or representatives.
Supervise the maintenance of corporate minute books and related files for the company and its businesses.
Ensure the corporation’s ethics and integrity polies are maintained.
Performs other tasks and special projects as assigned.
MDU Resources is Building a Strong America®
A strong infrastructure is the heart of our economy. It is the natural gas and electricity that power business, industry and our daily lives. It is the pipes and wires that connect our homes, factories, offices and stores to bring them to life. It is the transportation network of roads, highways and airports that keeps our economy moving. Infrastructure is our business.
We provide essential products and services through our two lines of business: regulated energy delivery and construction materials and services.
Our company was founded in 1924 as a small electric utility serving a handful of farm communities on the border of Montana and North Dakota. We realized early the value of delivering a variety of services and grew our company by developing businesses around our expertise.
Today, MDU Resources is a multibillion-dollar corporation with operations, customers and employees across the country. We have more than 13,000 employees during peak construction season and are authorized to conduct business in 44 states.
MDU Resources is the largest publicly traded company headquartered in North Dakota. Our stock has traded since 1948 u...nder the symbol MDU on the New York Stock Exchange.
We have paid dividends uninterrupted to our shareholders for 81 years. We have increased dividends 28 consecutive years, a feat accomplished by fewer than 90 of the U.S.-listed companies. Our commitment to paying dividends is reflected in our membership in the S&P High-Yield Dividend Aristocrats index.
