Risk Committee Director

One Click Risk Committee Inclusive Board Vacancy Description

Risk Committee Director

ROLE REQUIREMENTS:

1. As a member of the Board, you would oversee the CEO and other senior management in the competent and ethical operation of the Corporation on a day-to-day basis and ensure that the long-term interests of shareholders are being served.

2. To satisfy the Board’s duties, you will be expected to take a proactive, focused approach to their positions to ensure that the corporation is committed to business success through the maintenance of high standards of responsibility and ethics.

3. For all directors, the corporation requires an independent mindset, integrity, personal and professional ethics, business judgment, and the ability and willingness to commit sufficient time to the Board.

4. The Board considers many factors in evaluating the suitability of individual director candidates, including their general understanding of global business, sales and marketing, finance, and other disciplines relevant to the success of a large, publicly traded company; understanding of business and technology; educational and professional background; personal accomplishment; and national, gender, age, and ethnic diversity.

5. In all cases, a record of significant accomplishment in a relevant arena is a must.

6. The Board is committed to actively seeking highly qualified women and individuals from minority groups to include in the pool from which new candidates are selected.

7. Experience driving business success in markets around the world, with an understanding of diverse business environments, economic conditions, cultures, and regulatory frameworks, and a broad perspective on global market opportunities.

8. Extended leadership experience for a significant enterprise, resulting in a practical understanding of organizations, processes, strategic planning, and risk management. Demonstrated strengths in developing talent, planning succession, and driving change and long-term growth.

9. Prior M&A experience is desired - A history of leading growth through acquisitions and other business combinations, with the ability to assess “build or buy” decisions, analyze the fit of a target with a company’s strategy and culture, accurately value transactions, and evaluate operational integration plans.

10. A significant Leadership background at a financial firm or management of the finance function of an enterprise, resulting in proficiency in complex financial management, capital allocation, and financial reporting processes

The Corporation will provide for appropriate funding, as determined by the Committee, for payment of compensation to the independent auditors for the purpose of preparing or issuing an audit report, or performing other services, compensation to any advisors employed by the Committee, and ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

KEY RESPONSIBILITIES:

The Risk Committee has responsibility for risk oversight. The Risk Committee Director works with the committees of the Board in this oversight responsibility, as discussed below and in the charters of each of the committees.

All committees receive regular reports from Company officers responsible for monitoring and mitigating particular risk exposures. The Board regularly receives reports from each committee chair regarding the committee’s considerations and actions.

a) Works with the Audit Committee to review and discuss the Company’s overall assessment and management of enterprise risks. Oversees risks associated with financial statements, corporate infrastructure and cybersecurity.

b) Works with Compensation Committee to oversee risks associated with compensation policies and practices, with respect to both executives and employees.

c)  Works with Governance Committee to oversee risks related to ESG matters, including corporate governance developments and sustainability initiatives.

d) Works with Privacy Committee to oversees risks associated with data privacy and emerging ethical topics relevant to technology companies.

e) Works with M&A Committee to oversee risks related to mergers, acquisitions and investments, including with respect to the integration of acquired technology and employees.

f) Works with Real Estate Committee to  oversee risks related to employee safety, headcount and geographic expansion, and employee productivity.

g) Responsible for Cyber Security and Information Security Risk - As part of its independent oversight of the risks facing the Company, the Board devotes significant time and attention to cyber security and information security risk, and cyber incident preparedness and response. The Risk Committee Director provides regular reports to the Audit Committee and Board on cyber threats, incident response, and progress towards internal goals. These reports address a range of topics, including the threat environment, updates on technology trends, policies and practices, and specific and ongoing efforts to prevent, detect, and respond to internal and external critical threats.