General Counsel

Washington Trust Bank is seeking a strategic legal expert to join our executive leadership team as General Counsel and Corporate Secretary. This role provides oversight for all legal, corporate governance and corporate secretarial duties while serving as primary legal counsel for the Bank and for W.T.B. Financial Corporation, the Bank's holding company. Supports other departments to ensure that all corporate activities comply with applicable laws, protecting the Bank's legal interests and supporting its long-term business goals.

Position Overview:

Reporting directly to the President, the General Counsel is an important partner to the Executive Team. The GC will serve as Corporate Secretary to the Board of Directors, maintaining responsibility for all corporate governance needs. Provide tactical and strategic legal advice and support to all areas of the Bank. Manage corporate filings, regulatory compliance and other legal tasks as needed. Serve as a key advisor to Bank departments for legal risk management.

Essential Functions:

Legal Leadership and Counsel:

• Manage a strategic plan for the provision of overall legal services in alignment with business objectives. Collaborate and partner with business units to assist them with their business goals.
• Provide tactical and strategic legal advice and partnership to the Bank, particularly around commercial lending, credit administration, special assets, consumer banking, product terms and conditions, litigation, legal instruments, wealth management, private stock transactions, corporate filings, and regulatory compliance.
• Advise business units in partnership with the Compliance team on CFPB and other consumer regulatory compliance matters related to consumer lending, deposit products, or services.
• Advise business units within the Bank on the litigation risks of business decisions. Provide preventive counseling.
• Provide overall leadership and management of legal matters, including litigation, agreements, contracts, transactions, regulatory compliance, and advice.
• Provide support for investigations regarding policy or conduct violations by employees, contractors, or vendors.
• Keep informed of legislation, regulations, judicial and other legal developments, and trends affecting the financial services industry. Analyze and interpret laws, rulings, and regulations with probable outcomes for Bank and its operations,
• Select and manage outside counsel where appropriate for litigation or legal support. Manage budget and performance of outside counsel. Partner with outside counsel in the management and monitoring of all pending or threatened litigation and provide pertinent research and information concerning those matters as requested.
• Manage corporate policy in compliance with applicable regulations and laws.

Corporate Governance:

• Manage board governance issues to ensure corporate and regulatory needs are met, serving as Corporate Secretary for both the Bank and Holding Company boards.
• Act as a liaison to the Board of Directors, advising on corporate governance issues.
• Serve as Corporate Secretary, managing corporate records and coordinating board schedules, agendas, and meeting materials.
• Oversee shareholder relations, including voting, tabulation, and preparation for the Annual Meeting of Shareholders. Acts as the point of contact for shareholders addressing any legal or governance-related concerns.

Operations, Compliance and Support:

• Ensure conformity with federal and state regulations and compliance directives, offering assistance with other banking and corporate regulatory requirements. Partner with other risk leaders throughout the Bank.
• Policy development: Advise management on the legal implications involved in establishing or changing corporate policy, and work with various departments on developing and modifying practices and procedures to conform to legal requirements.
• Internal controls: Integrate effective internal controls into all applicable work processes, maintaining a working knowledge of internal controls with particular attention to key controls.
• Provide expert analysis and counsel to business units in response to civil litigation. Manage outside counsel when needed for specific expertise.
• Manage private stock transactions for the Bank and serve as subject matter expert on regulatory issues and processes for restricted and unrestricted stock awards.
• Oversee, negotiate, draft, and implement a wide variety of complex, multi-party agreements.
• Draft and review documentation, forms, correspondence, policies, and procedures to manage risk and ensure compliance with relevant legislation and banking laws.

Supervisory Responsibilities:

• Lead, manage and direct the Legal Department to ensure timely, accurate effective disposition of legal matters and tasks.
• Ensure ongoing development and training for team members for evolving regulatory standards and to maintain currency of professional licenses and accreditations.
• Provide mentoring and growth opportunities to team to expand their skills.

Required Qualifications:

• Juris Doctorate from an accredited law school.
• License to practice law in Washington, Oregon, or Idaho, or qualified to be admitted as in-house counsel; in good standing with state bar association.
• At least 12 years of financial industry-specific legal experience, preferably through a combination of law firm and in-house experience.
• Professional experience with commercial and consumer transactions, litigation, commercial loan documentation, operational legal liability, compliance, risk management, employee relations, and general litigation related to financial institutions.
• Corporate secretary/corporate governance experience and expertise.
• Strong expertise in corporate governance, financial industry regulations and deep understanding of banking industry compliance.
• Regulatory experience with the CFPB and FDIC/OCC preferred.
• Excellent communication, negotiation, and interpersonal skills, with the ability to collaborate with all levels of the organization.

Location:

Washington Trust Bank is headquartered in Spokane, Washington on the eastern side of the state, approximately 30 miles from the Idaho border. Spokane, the second-largest city in the state, offers a unique blend of outdoor recreation and urban amenities. Residents and visitors alike enjoy hiking, fishing, and snow-skiing at local lakes and mountains. Spokane also boasts a thriving cultural scene, including a burgeoning wine industry, breweries, theaters, symphonies, off-Broadway performances, museums, major exhibits, and elite athletic events. Home to several higher education institutions, including medical schools, Spokane boasts a well-educated workforce, a dynamic downtown core, and a robust, growing economy.

Compensation:

Competitive executive compensation and benefits package, encompassing base salary, cash bonus, and deferred compensation options.