Head of Legal and Company Secretary at Kenya Airways

Role Purpose

• Responsibility for all legal matters for the company, providing legal support to the business, the Board and Senior management and minimize litigation losses and exposure for Kenya Airways PLC
• Protect Kenya Airways PLC reputation through avoidance of regulatory actions arising from failure to adhere to good corporate governance and to proactively resolve legal disputes when they arise
• Serve as the Company Secretary to the Board and Board Committees of Kenya Airways PLC
• As a senior member of the C-suite team and the governance lead for Kenya Airways PLC, drive high standards of corporate governance and deliver key priorities and initiatives, aligned to the company’s focus on corporate governance.
• Provide advice and effective oversight over assigned responsibilities, ensuring compliance with relevant Group policies, local legal and regulatory requirements

The Role Responsibilities:

Legal and Corporate Governance Advisory

• Provide active leadership, be responsible and accountable for all legal matters impacting the Kenya Airways PLC
• Be the central point in Kenya Airways PLC for all all litigation matters and manage all legal issues at the Group and country level in liaison with external legal counsel or third parties
• In liaison with the business teams, use technical knowledge of the business offerings to provide sound legal and transactional advice to the company and to anticipate and communicate proactively on the impact of legal developments on the business.
• Manage the process of engaging external counsel, including effective instructions to external counsel and negotiating appropriate fee structures for all legal engagements.
• Lead in the proactive and strategic identification of legal risks at a Group and country level for the Kenya Airways PLC
• Communicate identified risks to country and business stakeholders and influence stakeholders to improve legal risk controls and governance at a country level.
• Ensure robust legal support is provided across the Kenya Airways Group including subsidiaries and related entities
• Responsible for rolling out Legal risk policies and procedures, ensuring that senior management fully understand the scope and requirements of Legal related policies and that all necessary dispensations are in place and current.
• Review and/or prepare all legal instruments entered into by the Group to ensure that the company’s interests are protected.

Board and Committee Governance

• Manage all aspects of the Board and Committee process, providing technical guidance and advice on internal governance requirements, regulations and Board processes
• Attend and minute meetings, ensuring high quality minute taking on a timely basis with all actions clearly documented and proactively followed up
• Provide advice / guidance to the Chair and CEO on governance procedures and best practice, ensuring compliance with the Company policies, regulatory requirements and applicable legislation
• Work closely with the CEO and Chairman of the Board to facilitate any KQ board approvals and draft/review resolutions in relation to proposed corporate actions and capital transactions, debt program renewals and reviews, including all major changes that require Board oversight.
• Lead on other various ad hoc projects as required for instance responding / inputting into regulatory consultations and matters impacting KQ from a legal and regulatory perspective
• Ensure that exemplary governance standards are consistently maintained by KQ PLC in accordance with Group Governance Policy as well as relevant local laws, regulations and governance codes

Directors Engagement

• Be a ‘trusted advisor' to the directors and be their first point of contact for all corporate governance and board related matters
• Develop and implement comprehensive tailored Board and Committee induction programmes for new directors and ongoing training and development for existing directors and the board, aligned to internal guidelines/best practice and Board effectiveness requirements
• Work closely with the CEO and the Chairman to develop, maintain and execute robust Board succession plans.
• Maintain an up to date capability matrix and, if required, an independent director watch list
•  Ensure a robust process to manage conflicts of interest, outside business interests, associated disclosure obligations and internal approvals/ clearances
• Proactively provide information of significance to any Independent Directors appointed, particularly in respect to public information about the Group or any matter that is likely to be reported in the public domain.
• Provide advice and work with the Chairman to ensure a board effectiveness review is conducted on an annual basis and follow up actions are implemented
• Manage the processes around directors' appointments/resignations, year-end sign-off, annual fit and proper assessments/screening checks
• Facilitating effective communication between the Board, shareholders and the stakeholders.

Company Secretarial

• Provide guidance to the Board and Board Members individually on their duties, responsibilities and powers; and how these should be exercised in the best interest of the Company.
• Ensuring that Board procedures are followed and reviewed regularly and that the Board complies with the law, rules, regulations and the Articles.
• Assisting the Chairman in organizing Board activities, including providing information, preparing agenda, issuing notices and preparing for meetings, Board evaluations, Board induction and development programs.
• Providing secretarial services to the Board including ensuring that the Board Work Plan is prepared and adhered to, circulating Board papers in advance of meetings, keeping a record of attendance at meetings and reporting to the Board the usage of the seal.
• Ensuring that the Minutes of the Board and the Committees served by the Company Secretary are promptly prepared and circulated.
• Manage, collate and prepare all documentation and communications required for general meetings
• Updating corporate registers and overseeing the audit of the company registers and ownership structures
• Maintaining and updating the Board and Committee Charters.
• Coordinating the Governance Audit process.
• Maintaining and updating the register of Conflicts of Interest.
• Ensuring that the relevant annual returns are promptly filed with the relevant authorities.

Group Corporate Authorities

• Provide advice to all stakeholders on corporate authorities and work closely with the senior management to ensure relevant board and committee approvals are obtained on a timely basis.
• Ensure that all senior managers clearly understand the authority framework and the process for obtaining approval authority and demonstrating evidence as appropriate to external third parties including Kenya Airways Group Authorised Signatories, Kenya Airways Group Delegated Authorities and Power of Attorney Policy
• Assist with filing of documentation in other jurisdictions for updates to Kenya Airways PLC international locations and subsidiaries, business and trade registrations and licence renewals
• Prepare legal and quasi-legal documentation such as proxy forms, powers/delegations of attorney, tender documentation and liaise with the notaries to arrange for documentation to be legalised
• Ensuring the security of the company’s legal documents, including for example, the certificate of incorporation and memorandum and articles of association.

Team Leadership

• Provide effective leadership, supervision, technical training and oversight of the team under the Company Secretary remit (Legal & Governance and Board Liaison office)
• Effective management and development of direct reports, including individual performance development, objective setting and performance support in relation to the delivery of day-to-day tasks and projects, and the building of strong relationships with the wider team and encouraging team collaboration.
• Drive and stimulate an environment where forward planning, prioritization and deadline management lead to efficient work practices and streamlined functional activities and processes.

Risk Management

• Within the KQ Group's overall Enterprise Risk Management Framework assist the governance team establish and maintain an appropriate framework and procedure for monitoring, identifying, measuring, assessing, reporting and managing risks arising from Governance issues

Skills, Competencies and Experience:

The successful candidate will be required to have the following skills and competencies:

• A Bachelor’s Degree in Law or a related field of study from a recognized university. A postgraduate qualification in Law or business-related field is an advantage.
• Senior Lawyer and Advocate of the High Court of Kenya/Solicitor/Barrister (or equivalent) with at least 8 years senior management experience leading and managing teams.
• An experienced certified Company Secretary with expert technical knowledge and experience gained within possibly a listed company of substantial size and complexity with international operations
• Proven track record of working at Director and Board level engagement
• Experience of regulatory or legal environments and contexts in highly regulated industries.
• Detailed knowledge of Company law and proven corporate governance experience of Board and Committee meetings.
• Experience of working across geographies, organisations and at all levels.
• Strong leadership and influencing skills including excellent stakeholder management skills
• Proven excellent organisational and forward planning skills are essential
• Excellent attention to detail and interpersonal and written and verbal communication skills with the ability to communicate at all levels and between different cultures
• Possess a flexible and collegiate approach with the ability to contribute to teamwork enhancement
• Ability to prioritise workload and manage deadlines
• A member of the Institute of Certified Secretaries (ICS) and of good standing