An appointee of the Board who provides internal legal advice to the entire business as well as the board on all governance matters whilst ensuring all regulatory continuing obligations and requirements by CMA and CBK are complied with and provides a secretarial service to the Board.
Deadline: 2024-07-28
Category: Legal
Subsidiary: HFC
Principle Accountabilities
A. Managing Contracts and Documentation Risk
- Ensure provision of Legal advice to the business on all legally binding contracts and documents so as to ensure the company is covered against loss and breach.
- Ensure provision of consistently robust advice to the Group CEO, EXCO, Board and Shareholders on key strategic projects.
- Ensure safe custody of all contracts and maintenance of an accurate record.
B. Guidance to management and board on governance matters.
- Provide Legal guidance to the board on all governance matters in line with CMA & CBK requirements.
- Foster the right culture for compliance monitoring in line with legislation, regulatory requirements.
- Identify strategic and operational legal risks, ensure mitigation strategies are in place, and as appropriate, take action to minimize any actual potential impact.
- Engage with peers, vendors, regulators and outside professionals to stay abreast of current trends and innovations applicable to the banking environment.
- Ensure a self-assessment of the compliance with the CMA Corporate Governance Code is prepared on an annual basis and submitted to the Regulator by 30th of April each year.
- Ensure a Board Evaluation is undertaken annually, to assess the performance of the Board, the Board Committees, the Directors and the Company Secretary, and the report submitted to the Regulator, CBK, by the 31st of March each year.
- Ensure a Governance audit and a legal and compliance audit is undertaken in line with the Regulatory requirements.
- Ensure maintenance of a recommendation’s tracker capturing the gaps identified in the Board Evaluations, CMA assessment report, governance audit, legal and compliance audit, ensuring that adequate measures are factored for necessary compliance with Regulatory requirements on an ongoing basis.
C. Management of External Law Firms
- Oversee the periodic review of the performance of external Bank lawyers to ensure compliance with Serve Level Agreements (SLA) and ensure turn-around (TAT) time is within range and HFC costs that may incur due to delays.
- Ensure all external law firms have current professional indemnities on a continuing basis in order to protect the Bank’s interests.
D. Management of Litigation Risk
- Oversee the proper representation of the Bank in legal cases appearing before the courts so as to save the company any damages and effectively manage the litigation portfolio.
- Ensure, where possible, matters are resolved through alternative dispute resolutions methods in the interests of timely closure of matters to reduce litigation costs.
- Proactively manage the legal costs to ensure that they do not exceed the budget allocated annually.
E. Company Secretarial Support
- Provide secretarial services to the Board and subsidiary companies for proper planning of all Board & AGM meetings and for record keeping.
- Ensure Agendas, Minutes and Board packs are shared with Board Members at least seven days before the scheduled date of the meetings.
- Ensure filing of annual returns with the Companies Registry and any changes in directorships.
- Ensure maintenance of up-to-date requisite registers, being Director’s register, Directors’ residential addresses, conflict of interest register, register of members, register of ultimate beneficial owners.
F. Managing the Shareholder records (Outsourced)
- Oversee the Shares function.
- Maintain accurate and up to date shareholder records whilst facilitating timely and effective communication between the Company and Shareholders.
- On an annual basis, ensure compliance with the Unclaimed Financial Assets legislation on surrender of unclaimed dividends and maintenance of a good record thereof.
G. Management of the Company Seal and Securities register
- Ensure proper custody of the Company seal and report periodically to the Board on the use of the Company Seal.
- Ensure proper safe custody of securities and all legal documents pertaining to the business.
- Periodically, as may be determined by the Executive Committee of Management (EXCO) and the Board, ensure a collaterals audit of all Bank securities is undertaken.
- Oversee the development of a tracker for all gaps identified in the securities audit and ensure a remediation plan is put in place and timelines agreed for compliance, in order to protect mitigate the risks identified and minimize the costs attendant to the risks materializing.
Key Competencies and Skills
General Competencies
- Interpersonal Style – Has a personal commitment to organizational excellence, displays honesty, integrity, and a strong sense of ethics in all decisions and actions.
– Maintains a positive non-threatening presence which commands respect from staff, leadership and stakeholders.
- Personal Organization – Manage competing demands to maintain a healthy balance between work, family and community activities.
- Proficiency in communicating complex legal and governance issues to the board and senior management.
- Team Collaboration.
- Problem Solving.
- Strategic Thinking.
- Leadership Skills.
- Ethical Judgement and Integrity.
Technical Competencies
Leadership.
- Demonstrate passion and enthusiasm for the organization vision, leads and empowers others to achieve the corporate goals.
- Inspires and leads others through example, and drive teams towards achievement of high performance.
- Create a sense of mission and challenge by leading from the back, as well as from the front.
- Steward of the brand and understands his/her role in growing and protecting the reputation and results of the bank.
Relationship Management
- Ability to establish and maintain positive working relationships with key stakeholders and commercial enterprises to facilitate the accomplishment of work goals.
- Ability to influence and gain agreement of ideas and approaches.
Problem Solving and Analysis
- Ability to analyze complex policy issues, draw correct conclusions and articulate clear and focused policy to wide and diverse audiences.
- Ability to understand issues and make systematic and rational judgements based on the relevant information.
Strategy Formulation & Business Acumen
- Ability to formulate strategies and policies and create new approaches in adverse situations.
- Ability to take a broad-based view of issues and events, and understand their longer-term impact or wider implications.
- Ability to translate strategies into strategic and operational activities.
Communication Skills
- Ability to assimilate complex issues and use appropriate communication strategies to influence wide and diverse audiences.
- Ability to actively listen, seek information, and ask questions to ensure the understanding of underlying concerns of others.
Business, Government and industry processes
- Demonstrate in-depth knowledge of, and experience in, local and national government, business and industry process and decision making, and constitutional and accountability principles related to the machinery of government.
- Keep abreast with the change of regulatory environment.
Governance / Management
- Experience in working with governance board of directors, providing professional, accurate, and strategic advice.
- Ability in implementing and delivering on strategic board decisions and policies, and clearly articulates the interface between the role of the directors and management.
Innovation
- Create and facilitate an architecture of innovation and make innovation a way of life.
- Proactively steer organization around business disruption events, and reinvent business models that drive sustainable growth.
- Innovate around customer experience, enabled by technology.
Minimum Qualifications, Knowledge and Experience
Academic and Professional Qualifications
- Degree in law.
- CPS certification is mandatory
Experience
- Minimum of 10 years legal & company secretarial experience at a senior management level, preferably in the Banking industry.
- Previous experience in a Company Secretary role is required.
