Company Secretary & Snr. Legal Counsel at Absa Bank Limited

Job Summary

• To develop tactical governance and secretarial strategy and delivery plans, formulate associated practice and to ensure operational implementation and adaption across a single practice methodology, governance and delivery objectives

Job Summary / Purpose:

• To provide legal support to Absa Bank Kenya PLC (the “Bank”) and its subsidiaries in Kenya including supporting the long-term growth of the businesses.
• To identify and manage legal risk in the Bank consulting directly with the businesses as appropriate.
• To provide Company Secretarial services to the Bank and select subsidiaries.
• To ensure that Corporate Governance standards are maintained in the Bank.
• To function as liaison between the Bank and the relevant stakeholders on governance matters.

Key accountabilities

Accountability:  Legal Duties (50%)

• Provide objective, conscientious, and fearless advice to the Bank.
• Support the long-term growth of the business by providing pragmatic and effective legal advice to manage legal risk across the business and assist in the design and implementation of procedures to manage, at an appropriate level, this risk.
• Support business activities on products and services by drafting/reviewing and managing contractual documents and the legal risk.
• Ensure that all aspects of legal risk are identified covered and controlled in the implementation of new projects, systems, procedures, and products.
• Develop and deliver strategic legal risk management initiatives.
• Ensure best practices are adopted and guidelines complied with, and that all known activities comply with Bank policies and procedures, applicable laws, rules, and regulations.
• Ensure that changes and developments in legislation, regulations, guidelines, and practices affecting the markets in which Absa Kenya operates are analysed, evaluated, and reported as required.
• Coordinate Business training on legal subjects either internally or through stakeholders (e.g., Law Firms)
• Embed the legal policies, namely, Contractual Arrangements Policy, Use of Law Firms Policy, Litigation Policy, and Intellectual Property Policy

Accountability:  Company Secretarial Duties (40%)

Responsible in Absa Bank Kenya and its Subsidiaries for:

• Key liaison between the Board and the management of the Bank and its Group
• Company Secretary on record (in charge of) for Absa Bank Kenya and its subsidiaries
• Ensuring Corporate Governance standards are maintained/improved in the Bank and the Board
• Delivery of high-level business information/data relating to local and regional business activities
• Channel for distributing and receiving information critical to Group Secretariat (GS) as required.
• Monitoring compliance with Group Secretariat and Group policies for Absa Bank Kenya and its subsidiaries
• Formulating standards and policies within Kenya and the region and for the Function and embedding in the Business
• Assisting with annual audit (governance/legal or otherwise) of the Bank, its Subsidiaries, and directors
• Identify legal risk and challenge areas in the business that need solutions.
• Organisation and coordination of Board & Board Committee Meetings
• Preparation of Board Minutes, Resolutions, Powers of Attorney etc timely
• Maintenance of statutory records.
• Organisation and coordination of General Meetings and special general meetings
• Filing of Statutory Returns and Procurement of required Licences
• Board Management including induction, training, and development of Directors.
• Provision of company secretarial services and advice to senior management within Absa Kenya and its subsidiaries and affiliates, including listing obligations (debt and equity), AGM, Report and Accounts etc.
• Responsibility for process of notifications to the regulatory authorities.
• Management of database of information on Group companies and directors.
• Monitoring and implementing appropriate Corporate Governance regulatory (such as the Group Governance Framework) and statutory developments and ensuring compliance.
• Managing the Company Secretarial budgets for Absa Bank Kenya and its subsidiaries

Accountability: Team Leadership (10%)

• Act as a role model and drive proactive application of the Bank’s values throughout the team including establishment of common goals and objectives.
• Be the Reason (BTR) for a highly motivated Legal team.
• Set challenging and stretching objectives and ensure effective performance management, development, and succession planning.
• Provide education, training, and support to the businesses on relevant legal risk issues and developments as appropriate.
• Ensure an up to date and relevant knowledge of principal areas of law and practice in all relevant jurisdictions.
• Undertake performance reviews, setting performance measures and providing coaching and support as and when needed.
• Inspire and drive high performance in self and individuals and in the team.

Management and Financial Information:

• Identifying and meeting management information requirements for the measurement of legal risk exposure, performance (both of internal and external legal resources) and productivity.
• Managing and controlling external legal resources in terms of cost and performance, including negotiation and settlement of external lawyers’ fees.
• Act as liaison between banking personnel and external legal advisors as appropriate.

Service management:

• Contributing to the development of Absa Kenya strategy through the identification of legal risk.
• Liaising with the Heads of Functions & Departments to ensure that these teams can meet the ongoing requirements of the business.

Preferred Qualification

• An Advocate of the High Court of Kenya in good standing with the Law Society of Kenya or Solicitor/Barrister (or equivalent)
• Member of the Law Society of Kenya in good standing
• Registered Certified Public Secretary and a member in good standing with the Institute of Certified Public Secretaries of Kenya (ICPSK)
• Law Degree from a recognised reputable University
• Master’s or advanced degree in law or business would be an added advantage.
• A holder of a valid practicing certificate issued under the Certified Public Secretaries of Kenya Act
• Possesses at least ten (10) years demonstrable experience in company secretarial services/corporate governance matters as well as legal risk management experience in banking law/financial services law within the banking sector or the equivalent experience in a busy corporate body or law firm of good repute.

Preferred Experience

• Strong technical legal ability in drafting and review of documentation including the ability to properly interpret and incorporate legislation and regulation.
• Demonstrable experience of a significant number of those areas of corporate and business law relevant to Absa Bank Kenya and its subsidiaries including, but not limited to, banking law, company law, data privacy, law of contract, lending, commercial and civil litigation, employment law, commercial contracts, and capital markets.
• Knowledge in Loan Market Association agreements and project finance experience would be an added advantage.
• Good understanding of Absa Bank Kenya strategy and Group strategy, business, and markets
• Have a proper understanding of the applicable capital markets regulations and securities exchange guidelines.
• Have good knowledge on sound corporate governance principles based on the CBK Prudential Guidelines, the CMA Code on Corporate Governance for Listed Entities, the Companies Act, 2015 and the global best practices.

Knowledge and Skills

• Demonstrable knowledge and understanding of the financial services sector/industry.
• Wide experience and full understanding of legal risk management
• Company secretarial, corporate governance, compliance and investor relations expertise and requisite knowledge and experience to discharge the functions of a company secretary of the Bank.
• Articulate written and spoken English including legal terminology.
• Ability to work with numbers confidently and to construct and use excel spreadsheets confidently.
• Positive personal impact on colleagues in a ‘winning together’ collaborative environment.
• Computer literate – comfortable user of usual office software packages

Behavioural Competencies

• Effective communication in written and spoken English - Ability to communicate effectively and in an impactful manner to the business and various stakeholders including the Board.
• Analytical, problem-solving skills with the ability to develop imaginative solutions - Having a pragmatic approach in balancing business needs vis-a-vis mitigation of legal risks by offering practical solutions with a strong commercial focus.
• Stakeholder management, collegiality, and networking skills - Develops constructive and collegiate professional relationships across the business in providing support to internal client base and build relationships with external advisors (legal and non-legal).
• Board management skills: coordinating the board calendar, efficiently setting up meetings, writing minutes, managing various board and shareholder engagements.

Technical Competencies

• Competency-Competency definition/descriptor

Proficiency level

•  Experience in business law relevant to Absa Bank Kenya PLC- This includes, but is not limited to, knowledge and experience in Company Law, Banking Law, commercial and civil litigation, employment law, Data Protection legislation and regulations and commercial contracts.
• Level- High
• Knowledge and understanding of banking and financial business strategy, business, and markets- Seeks to understand the different business lines, products and processes which are supported locally, regionally, and globally.
• Level- High
• Strong technical legal ability.- Drafting and review of documentation; and the ability to properly interpret and incorporate legislation and regulation.
• Level- High
• Strategic planning and negotiation skills- Ability to clarify tasks and requirements, prioritize, time management and organization and manage workload to ensure that deadlines are met while managing expectations regarding business commercial objectives balanced with legal risk.
• Level- High
• Understanding of Corporate Governance- Understand sound corporate governance principles based on the CBK Prudential Guidelines, the CMA Governance Code, the Companies Act and global best practice.
• Level- High