Legal Manager – Company Secretarial & Governance

JOB PURPOSE

The job holder will be responsible for supporting the Head of Legal & Company Secretary in the delivery of effective company secretarial, corporate governance and legal advisory services to the Bank, its Board of Directors, Board Committees, shareholders and subsidiaries. He/she will also be responsible for the day-to-day coordination, preparation and execution of delegated company secretarial, governance and corporate legal activities, under the direction and oversight of the Head of Legal & Company Secretary.

KEY RESPONSIBILTIES

Company Secretarial Support

• Support the Head of Legal & Company Secretary in the discharge of the Bank’s company secretarial responsibilities.
• Coordinate the preparation of Board and Board Committee meeting notices, agendas, papers and supporting documentation.
• Maintain the annual Board and Board Committee calendar under the direction of the Head of Legal & Company Secretary.
• Coordinate the logistical and administrative arrangements for Board and Board Committee meetings.
• prepare draft minutes for review and approval by the Head of Legal & Company Secretary.
• Maintain Board and Committee action trackers and follow up on agreed actions.
• Prepare draft Board and Committee resolutions, extracts of minutes and other corporate documentation for review and approval.
• Maintain an organized and secure repository of Board and Committee papers, minutes, resolutions and other governance records.
• Assist in monitoring matters reserved for the Board and Board Committees and ensure that appropriate approvals are obtained.
• Support the Head of Legal & Company Secretary in ensuring that Board and Committee decisions are appropriately documented and communicated.
• Maintain a register of Board and Committee resolutions and monitor implementation.

Corporate Governance

• Support implementation of the Bank’s corporate governance framework under the direction of the Head of Legal & Company Secretary.
• Assist in monitoring compliance with applicable corporate governance requirements.
• Monitor developments in corporate governance legislation, regulations, regulatory guidance and best practice and highlight relevant developments to the Head of Legal & Company Secretary.
• Assist in reviewing and updating governance policies, frameworks and procedures.
• Support preparation of the Bank’s governance compliance dashboard.
• Maintain a governance obligations tracker and escalate overdue or emerging matters.
• Assist in monitoring Board composition, tenure, independence and other governance requirements.
• Maintain appropriate governance records relating to Directors.

Regulatory & Statutory Compliance

• Support the Head of Legal & Company Secretary in monitoring compliance with corporate and governance requirements applicable to the Bank.
• Assist in monitoring requirements under the Companies Act, Banking Act, CBK Prudential Guidelines and other applicable laws and regulations.
• Coordinate preparation of statutory and regulatory filings within the delegated mandate.
• Maintain a calendar of statutory and regulatory deadlines relevant to company secretarial and governance matters.
• Assist in preparation of regulatory submissions and responses relating to Board, shareholder and governance matters.
• Support the Head of Legal & Company Secretary in responding to CBK and other regulatory requests.
• Providing compliance advice and regulatory guidance to senior management and heads of departments in relation to inspections, interpretation of rules, rule changes and investigations
• Developing and implementing a regulatory compliance framework and a tracking mechanism for identifying regulatory risks in a timely manner, aligned to CBK Prudential Guidelines and the Banking Act (Cap 488).

ACADEMIC BACKGROUND

• A Bachelor’s degree in Law (LLB) from a recognized university.
• Postgraduate Diploma in Law from the Kenya School of Law.
• Admitted as an Advocate of the High Court of Kenya, with a current Practising certificate
• Certified Public Secretary, CPS(K), and member in good standing of the Institute of Certified Public Secretaries of Kenya (ICPSK)
• Member of the Law Society of Kenya (LSK) in good standing

WORK EXPERIENCE

• Minimum of five (5) years post-qualification experience in legal practice within the Financial Services industry, of which at least three (3) years must have been in the banking sector, financial services or another regulated environment handling company secretarial, corporate governance and/or corporate legal advisory.

SKILLS & COMPETENCIES

• Strong knowledge and practical experience in Board, Committee, shareholder and statutory company secretarial processes.
• Strong understanding of corporate governance principles, Board structures, Board effectiveness, governance frameworks and governance best practice.
• Good understanding of the legal and regulatory framework governing banks and financial institutions in Kenya.
• Knowledge and understanding of banking operations.
• Strong drafting skills for resolutions, minutes, legal opinions, memoranda, contracts, powers of attorney, corporate documents and governance instruments.
• Ability to prepare high-quality Board and Committee agendas, papers, minutes, resolutions, action trackers and governance reports.
• Knowledge of statutory registers, corporate filings, shareholder records, beneficial ownership and other corporate compliance requirements.
• Ability to support AGM/EGM processes, shareholder resolutions, corporate actions and shareholder communications.
• Excellent written and verbal communication, including the ability to communicate complex legal and governance issues clearly to senior management and Directors.
• High level of accuracy in Board records, statutory filings, legal documents, resolutions and regulatory submissions.
• Ability to handle highly confidential Board, shareholder, legal, regulatory and strategic information appropriately.
• Ability to manage