Legal Officer & Shares Registrar at Standard Bank Group

Legal: guidance across all areas and geographies to ensure: every transaction is appropriately negotiated, documented and implemented, losses arising from litigation are minimised, and legal issues carrying negative reputational consequences are avoided.

Job Purpose

The main purpose within the organization is to assist in the provision of Company Secretarial services including any incidental work;

• To provide corporate, legal and administrative services to all companies that are part of the Stanbic group of companies (the Group) and which currently consist of Stanbic Holdings Plc (SH), Stanbic Bank Kenya Limited (SBK), Stanbic Insurance Agency Limited (SIAL) and SBG Securities Limited (SBGS), and to ensure their individual compliance with the Companies Act, Capital Markets Act, the Nairobi Securities Exchange Rules; Banking Act and Prudential Guidelines, Insurance Act and Bancassurance Guidelines, and all other relevant acts and regulations;
• To provide internal services in the resolution of shareholder issues and queries;
• To liaise with the external shares registrar on shareholder and regulatory reporting matters;
• To ensure monthly reporting to the Capital Markets Regulators as required by the Capital Markets (Foreign Investors) Regulations; and To ensure timeous regulatory reporting to all relevant regulators notably: the Central Bank of Kenya, the Capital Markets Authority, the Nairobi Securities Exchange, the Unclaimed Financial Assets Authority and the Insurance Regulatory Authority.

Key Responsibilities/Accountabilities

• Corporate Governance
  
  • Assist in ensuring adherence to and taking responsibility for compliance with the Companies Act and the different Memorandum and Articles of Association by all companies in the Group.
  • Assist in providing Company Secretarial services to all companies in the Group.
  • Assist, as required, in the preparation of Board and Committee meetings for the companies within the Group.
  • Prepare pre-minutes in advance for review prior to Board and Committee meetings; and to take minutes at these meetings as the need arises.
  • Assist in the preparation of Board and Committee packs for the various companies in the Group and ensure the distribution of the same to all board and committee members within the stipulated time frame of 7 days.
  • To ensure the individual compliance of the Group Companies with all the relevant legislation and regulations including the Companies Act, Capital Markets Act and the Nairobi Securities Exchange Continued Listing Obligations.

• Maintenance of the filing system
  • Maintenance of the register of seals and ensuring entries are correct and signed as required.
  • Communication to the external Share Registrars for Stanbic Holdings Plc and liaison in ensuring adherence and timely renewal of service contracts.
  • Ensuring dividend notices and payments process are in accordance with regulatory requirements and assisting in the coordination.
  • To cross-check and validate invoices and fee-notes received from external Service providers including the Share Registrars, CMA & CDSC
• Production of packs for Executive Committee meetings.
  • To verify claims of unclaimed dividends presented by shareholders
  • To verify share certificates for immobilization or transfer
  • To ensure preparation of monthly reports by the external shares registrars of ownership structure to the Capital Markets Regulators (TAT) by the 8th day of the month (regulatory requirement is 10 days)
  • Prepare Indemnity forms for shareholders for lost/misplaced documents
  • Liaise with the CDSC and the NSE at an operational level on various shareholders matters
  • To prepare and file annual returns for the companies within the Stanbic Group
  • General duties allocated as required by the Company Secretary from time to time.
  • Adhere to all Compliance, Anti-Money Laundering and Sanctions related requirements contained in policies, procedures and processes.
• Advisory Function
  • Raising awareness of any legal developments that may affect the Group and evaluating the legal ramifications of such developments; 
  • To research and compile reports on applicable laws and current corporate governance principles and policies, including, Basel II, Basel III and King III.
  • Analysis of new laws and regulations and assess their impact on the Group;
  • Ensuring that the reputation/ image of the Group is adequately addressed, safe-guarded and maintained with regard to the business principles and policies and business risk adopted by the companies in the Group; 
  • To ensure, as far as possible, that no conflict of interest exists with the Group’s principles/ values or best practice in any area of operation;
  • To make recommendations whenever necessary in order to ensure that laws and regulations or supervisory requirements are being complied with by the Boards of the companies in the Group; and 
  • To assist in the drafting and review of contracts to be entered into by Stanbic Holdings Plc.
  • To perform any other task as may be required in the function.

Preferred Qualification and Experience

Bachelor of Laws Degree

Professional Qualifications

• Advocate of the High Court of Kenya.
• Two years’ working experience is preferred.

Knowledge/Technical Skills/Expertise

CPS qualification is an added advantage.

Training & Self development

Ensure that training & self-development occurs on a continuous basis in order to maintain the technical knowledge required to understand an advise in relation to the regulatory framework that applies to the various companies in the Group (and in particular the Bank) as well as the risks to which those companies are exposed.