Who we are
PolyNovo is a disruptive medical technology company, headquartered in Melbourne. We design, develop, and manufacture innovative dermal regeneration solutions, using our patented bioabsorbable polymer technology NovoSorb®. Our lifesaving products have revolutionised the treatment of burns, major trauma as well as multiple emerging indications, and impacted the lives of over 70,000 patients globally.
With a footprint in 46 countries and 300+ staff across a range of locations, PolyNovo continues to grow, and opportunity awaits.
Learn more about PolyNovo by visiting our Website or our LinkedIn page.
About the role
We are looking for a highly strategic General Counsel, Company Secretary & Risk Officer to join us as a key member of the executive leadership team, responsible for overseeing all legal, governance, risk and compliance functions of the organization. This role ensures the company operates within the law while achieving its strategic objectives. The position also provides high-level support to the Board of Directors and oversees all corporate governance matters.
Additionally, the General Counsel leads the company’s mergers and acquisitions (M&A;) activities, including due diligence, transaction structuring, negotiation, and integration, ensuring alignment with corporate strategy and risk appetite. The GC will ensure legal compliance and limit risk exposure. It is acknowledged that when acting as a lawyer, the General Counsel is subject to legal and professional ethical obligations that override the General Counsel’s duties as an employee.
This role is Melbourne based, reporting to the CEO
Key Responsibilities
General Counsel – Legal Advice and Services
- Provide high quality and timely written and oral legal advice and guidance internally, on a wide range of matters particularly in corporate regulatory and administrative law, and statutory interpretation.
- Initiate legal research and analysis to provide advice on complex or cross discipline matters.
- Proactively identify legal and corporate regulatory issues and developments affecting PolyNovo.
- Proactively manage the portfolio of patents and other IP-related assets.
- Work with the PolyNovo leadership team and staff to develop, implement and monitor appropriate policies and practices concerning legal matters and business dealings with service providers, government and corporate regulatory authorities and customers.
- Manage PolyNovo’s appropriate relationships and dealings with external lawyers.
- Develop and present training programs for PolyNovo staff on legal or governance aspects of duties.
- Provide high quality strategic advice, guidance and support that enables the business to achieve its strategic mission in a way that minimises legal and compliance risk to the business.
Mergers & Acquisitions
- Be a lead contributor for any M&A; process, including identification of targets, due diligence, negotiation, documentation, and integration.
- Collaborate with the CFO, CEO, and external advisors to assess deal structures, valuation, risk and financial implications.
- Draft and review transaction documents, including term sheets, share purchase agreements, and disclosure letters.
- Manage regulatory filings, approvals, and post-acquisition integration activities.
- Ensure M&A; activities align with strategic growth objectives and risk management frameworks.
Policy, Governance & Compliance
- Ensure compliance with corporate governance and approval requirements, company secretarial requirements, regulatory, litigation and disputes, intellectual property, real estate, and employment matters.
- Develop and implement legal policy, procedures, and guidelines.
- Provide recommendations to line management on legal and financial risk inherent in potential proposals or contracts.
Contract Management
- Develop standard contracts and legal agreements.
- Manage current and historical contracts and agreements.
- Responsible for assessing and aligning non-standard contracts to manage risk and compliance.
- Gather information from various departments in the preparation of contracts and other legal documents.
- Lead the legal negotiation on customer contract proposals, amendments and supplementary agreements- balancing the necessity to make sales with the need to manage risk and compliance.
Board Support
- Work with the Chairman to ensure the Board’s processes are effective.
- Manage the tenure of Directors.
- Manage the onboarding of new Directors.
- Manage the Board’s self-review process.
- Work with the CEO’s EA, ensure the smooth logistics of Board processes.
- Support the induction and professional development of Directors and Committee members, and the annual review process.
- Attend all meetings of the Board and relevant Committees.
- Monitor action items arising from Board and/or Committee meetings and liaise with the relevant business units to communicate instructions and ensure timely completion and reporting of the action items.
- Manage the risk issues around Board membership.
Communication & Stakeholder Management
- Manage relationships with Australian proxy advisers and major shareholders.
- Work efficiently with the office of the CEO to ensure all administrative tasks relating to the Board and Committees are undertaken.
- Act as the key liaison for departments regarding the preparation of Board and Committee papers.
Records Management
- Maintain Board secretariat and statutory records and registers in an accurate and efficient manner.
- Ensure the security of Board materials.
- Upload the relevant Board and Committee papers and co-ordinate the timely completion and dispatch of Board and Committee papers.
Document Preparation
- Oversee and co-ordinate the preparation of Primary and Annual Returns by all Directors.
- Manage all board communications and correspondence, collate information, write reports and ensure decisions are communicated to the relevant stakeholders.
- Compile all Board and Board Committee meeting agendas, minutes, action lists and annual workplans for review by the relevant Chair.
- Project manage the Annual Report, Remuneration Report, Corporate Governance Report etc.
- Work with the CFO to ensure that all financial reporting requirements are completed in accordance with legislative requirements.
Board Governance
- Maintain a current knowledge base of external corporate governance requirements, trends and key matters of interest for the Board.
- Monitor Board and Committee policy and procedures for compliance.
- Monitor changes in relevant legislation and the regulatory environment and take appropriate action.
- Review, draft and amend Board and Committee Governance Framework documents as required.
Risk Officer
- Lead the implementation, delivery, and continuous improvement of a Risk Management Framework across the organisation.
- Drive risk management capability, enhancing risk maturity, and embed the use of risk management systems across the whole organisation.
- Inform and advise the Leadership team and Board on critical risk issues.
- Support the Board in setting risk management strategies and appetite levels.
- Ensure the risk framework and risk culture is appropriately embedded and fostered across the business
Qualifications
- Bachelor’s degree in law.
- Admitted to practice as an Australian legal practitioner under the Legal Profession Uniform Law Application Act 2014 and holding a current certificate to practice.
Experience:
- A minimum of 5 years’ experience in commercial law from a law firm or in-house positions in Australia and/or the USA, preferably with experience in both.
- A minimum 2 years’ experience as a company secretary.
- Minimum 3 years’ experience in successful M&A; management
- Minimum 3 years’ global experience, working across time zones and jurisdictions with international partners or stakeholders.
- Good understanding of Australian and/or US legislation and legal/business practices is essential (other international experience would be an advantage).
- Exposure to legal issues pertinent to biotechnology sector e.g. Intellectual Property, Privacy, etc. would be highly regarded.
Skills / Competencies:
- Highly strategic and commercial ability
- Flexibility, adaptability and a team-orientated attitude, as well as the ability to operate independently as required and proactively manage competing priorities.
- Play a key role in cross-functional teams, building relationships and counselling stakeholders on legal commercial and reputational risk, leading discussions on risk management and ethical practices in a user-friendly and pragmatic manner.
- The ability to build strong and sustainable relationships within the organisation and with a variety of internal and external stakeholders.
- The ability to work to tight deadlines with a high degree of accuracy.
- Demonstrated high level qualified judgement in complex and sensitive matters.
- Strong moral and ethical principles with demonstrated professional standing.
- Outstanding organisational and problem-solving skills essential, required for management of multiple projects.
- Acts as an ambassador for the organisation exhibiting professionalism, promoting the successes and wins of the organisation.
- Highly developed written communications skills with a background in the production of legal, policy and regulatory documents.
- Solicits and applies feedback from other parties (both internal and external).
- Exceptional communications skills (both written and verbal) with proven previous experience in managing board communications and correspondence, and ability to communicate at various levels of an organisation.
- Self-motivated with high level of initiative, with a focus on continuous improvement
Why PolyNovo?
Join a team that values innovation, collaboration, and professional growth. At PolyNovo, we offer a energetic work environment and the chance to contribute to ground-breaking projects that shape the future of our company and the industry.
- Multinational, ASX 200 listed and values-led business dedicated to redefining healing for the benefit of our patients
- Unique platform technology, an exciting pipeline of highly innovative products
- Diverse, inclusive and flexible workplace culture
- Career development opportunities and unlimited access to online learning
- Rewards platform with access to discounts at over 450+ Australian retailers
- Paid parental leave for primary and secondary carers, Nurture Days, and more
- Salary packaging including novated car leasing.
Apply Today
If this sounds like you, we would love to hear from you! Please send your resume by clicking on the Apply button. Please note that, due to the high level of interest expected, only shortlisted candidates will be contacted.
Please note only applicants with full working rights in Australia will be considered.
PolyNovo is committed to creating a workplace that values equity, diversity, and inclusion. We recognise and value that it is the sum of our parts – our combined backgrounds, experiences and perspectives – that allow us to succeed.
Learn more about PolyNovo at: https://au.polynovo.com/company/