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The Foundation for International Community Assistance (FINCA International) is a non-profit, microfinance organization, founded by John Hatch in 1984. Sometimes referred to as the “World Bank for the Poor” and a “poverty vaccine for the planet”, FINCA is the innovator of the village banking methodology in microcredit and is widely regarde…
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Head of Legal & Company Secretary
- Job Type Full Time
- Qualification BA/BSc/HND , MBA/MSc/MA
- Experience 10 years
- Location Imo
- Job Field Law / Legal
Location: Owerri, Imo, Nigeria
- Reporting directly to Chief Executive Officer, the Head of Legal and Corporate Secretary is responsible for providing comprehensive legal and strategic advice to the Subsidiary, including the Subsidiary’s Management and Board of Directors, and managing the overall legal risk of the Subsidiary.
- The Head of Legal and Corporate Secretary is a member of the Subsidiary’s Management Board and, as such, participates in all discussion and decisions made by such body, providing leadership to the Subsidiary.
- The Head of Legal and Corporate Secretary has a dual role consisting of (i) having primary responsibility for the Subsidiary-wide legal function as head of the legal department and member of the Management Board, and (ii) being responsible for the corporate governance of the Subsidiary as Corporate Secretary.
- The Head of Legal and Corporate Secretary is responsible for overseeing all law-related areas of the operations of the Subsidiary, with a focus on banking and financial regulatory matters, legal compliance, development of policies, employment and labor, litigation and contracts.
- The Head of Legal and Corporate Secretary is responsible for identifying legal risks associated with the operations of the Subsidiary and proposing mechanisms for mitigating such risks. In collaboration with all senior management of the Subsidiary, the Head of Legal and Corporate Secretary must ensure that a culture of integrity and transparency is developed and maintained in the organization, overseeing the implementation of and compliance with policies and laws, including FINCA’s Code of Conduct.
- Acts as the Corporate Secretary of the Subsidiary.
- Advises Management at the Board of Directors on the scope of their authority, appropriate decision-making, and legal aspects of their decisions.
- Attends all meetings of the Shareholders/Members, Board of Directors and relevant Committees.
- Leads the scheduling of meetings of the corporate bodies of the Subsidiary to ensure compliance with applicable requirements and to ensure that all decisions are adopted in a timely manner and by the appropriate corporate body.
- Assists with preparation of the agenda for Shareholders, Board and relevant Committee meetings.
- Sends meeting notices to all Shareholders, members of the Board and all relevant Committee members, as applicable.
- Provides guidance to the Management Board of the Subsidiary in the preparation of materials for each meeting.
- Provides legal advice to the Chair of the Board in the exercise of the Chair’s duties.
- Records attendance at all Board and Committee meetings and conveys attendance records on a quarterly basis to FINCA Impact Finance.
- Ensures that quorum requirements are met and that decisions are adopted in accordance with applicable law and the Subsidiary’s constituent documents.
- Drafts minutes at Shareholders’, Board meetings and applicable Committee meetings and drafting resolutions, as necessary.
- In coordination with FINCA Impact Finance, ensures that appointments and removals of Directors are documented and approvals from authorities are obtained in a timely fashion, as required, issuing formal letters of appointment and removal to the Directors.
- Ensures compliance with applicable laws, regulations, FINCA policy and principles of good corporate governance.
- Promptly reports and advises on conflicts of interest in accordance with FINCA policies and the Code of Conduct.
- Advises Directors and Board officers on their responsibilities, including their fiduciary obligations.
- Periodically assesses governance practices and Directors’ performance and recommending ways to improve.
- Maintains all corporate records and documenting all corporate decisions.
Compliance with banking and microfinance regulation applicable to the activities and operations of the Subsidiary:
- Determines the obligations of the Subsidiary based on applicable banking and microfinance legislation and adjusts policies and processes as necessary to reflect such obligations.
- Stays abreast of changes in applicable banking and microfinance laws and regulation and timely communicating such changes and updates to Management and relevant staff.
- Reviews internal documents and policies to ensure they are drafted in accordance with applicable law.
- Reviews and prepares, as necessary, contracts and documentation used by the Subsidiary in the business of providing financial services to its clients.
- Assists in the preparation and drafting of reports and communications to the regulator.
Legal support to other areas of the operations of the Subsidiary:
- As a member of the Management Board of the Subsidiary, offers guidance to the various departments and divisions of the Subsidiary and making decisions with the Management Board to manage the Subsidiary’s day-to-day operations.
- Implements the instructions of the Board of Directors of the Subsidiary concerning the legal aspects of the operations.
- Provides support to the Subsidiary, especially to the Human Resources function, to ensure compliance with labor and employment obligations as an employer, including registering with local authorities and entering into employment contracts drafted in accordance with local law and that protect the interests of the Subsidiary.
- Provides legal support to determine the best hiring structure and the types of visas and immigration permits required to allow foreign citizens to provide services to the Subsidiary.
- Engages with tax experts as necessary in order to provide advice as to tax liabilities and practices of the Subsidiary, including those related to transactions with local and foreign third parties and proposing ways to structure such transactions in order to obtain the best tax treatment available under applicable law.
- Reviews and drafts documentation related to the implementation of potential projects by the Subsidiary, including grant agreements and partnerships with third parties.
- Reviews and negotiates (in coordination with FINCA Impact Finance, if applicable) loan agreements and other arrangements for the financing of the operations of the Subsidiary.
- Provides legal opinions based on local law regarding various aspects of the operations of the Subsidiary.
- Identifies legal risks associated with the operations of the Subsidiary and proposing mechanisms for mitigating them.
- Reviews and drafts documentation and contracts related to the day-to-day activities of the Subsidiary, especially loans to the Subsidiary’s clients but also including other documents such as leases, sales and services agreements, ensuring that the documentation protects the Subsidiary’s interests and complies with applicable law.
- In coordination with FINCA Impact Finance, provides legal assistance for the protection of the FINCA trademarks in the Subsidiary’s jurisdiction.
- Stays abreast of the laws and regulations applicable to the Subsidiary.
- Assists in the process of legalization and authentication of documents prepared or to be used abroad.
- Provides training to staff on various areas relevant for the Subsidiary’s operations.
Representation of the Subsidiary before courts and administrative agencies:
- Coordinates and oversees the representation of the Subsidiary before local authorities and courts, as required.
- Maintains resources and oversees collection litigation and fraud prosecution, in keeping with FINCA practices and policies.
- Coordinates and oversees the pursuit of claims by the Subsidiary as applicable and defends the Subsidiary against claims by third parties.
Organizing and supervising the legal support provided to the Subsidiary:
- Identifies and hires the services of outside legal counsel, as needed, oversees outside counsel’s work and billing.
- Provides periodical reports on activities and projects to the Chief Executive Officer, the Board of Directors and its Committees and FINCA Impact’s General Counsel.
- Develops strategic vision and plan for the legal function, including its staffing so that the function appropriately aligns with, and supports the operations of the Subsidiary.
- In accordance with internal procedures, hires the staff of the Subsidiary’s legal department.
- Coordinates and supervises the work of other attorneys and legal staff providing legal services to the Subsidiary.
Risk and Compliance:
- Supports and reinforces an effective RCSA (risk control self-assessment) program for all key business processes related to the employee’s work area, including adopting control improvements when needed and actively contributing to meet all RCSA corrective action plan commitments.
Supervising Legal Department Employees:
- Coaches and develops employees of Legal department.
- Oversees day to day operations of the subordinated employees.
- Bachelor’s degree in Law is required. Master’s degree (LL.M) is preferred;
- Admitted to practice in the Subsidiary’s jurisdiction,
- At-least 10 years of experience is required;
- Experience in finance/banking is required;
- Experience in corporate law is required;
- Experience in litigation and labor law is preferred.
Knowledge and Skills:
- Exceptional negotiation, influencing skills;
- Excellent entrepreneurial, leadership, communication skills;
- Self-confidence, decisiveness and common sense;
- Decision-making skills;
- Excellent Analytical and Reporting skills;
- Strong command of Microsoft suite.
- Fluency in English is required;
- Availability to travel 30% of the time.
- Ability to travel in economy class when traveling by air or rail.
Method of Application
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