Head Legal & Company Secretary – Commercial Bank

Job description

Description:

Job Purpose

The Head Legal and Company Secretary will manage the legal department, providing assurance that all major commercial contracts, property contracts and transfers are legally sound. Be responsible of overseeing the legal function on a day-to-day basis. The Head Legal and Company Secretary will have a special obligation and duty to Conduct and prepare research papers supported by regulatory requirements and briefing materials on proposed changes to the Governance and Regulatory landscape of the Bank that guides Management and the Board in the execution of decisions.

Summary of Key Responsibilities:

• Manage all matters pertaining to Board and Board Committees.
• Ensure that the Bank Complies with the provisions of the Companies Act No. 10 of 2017. Ensuring timely filing of documents with the Patents and Companies Registration Agency (PACRA), such as annual returns, changes in directorship, and other statutory filings.
• Ensure proper functioning of the board of directors by ensuring that the Bank adheres to good corporate governance practices, including organizing meetings, preparing board agendas, and ensuring that proper records are kept. And also guide the board on regulatory issues to prevent legal non-compliance.
• Maintaining and safekeeping of statutory records, to ensure accuracy and timely provision of information to third party.
• Ensuring compliance of the provisions of statutory Law and rules made there-under and other statutes and by laws of the Bank.
• Responsible for filing necessary documentation with relevant authorities such as Annual Returns, Changes in the company’s constitution, Directorship appointments or changes, Registered office changes, financial statements and any other regulatory filings required by law.
• Organizing and ensuring proper documentation of meetings preparing meeting agendas, minutes, and ensuring that they are in line with legal requirements.
• Ensure that resolutions are passed correctly, are documented and filed where necessary.
• See whether legal requirements of the allotment, issuance and transfer of share certificates, mortgages and charges, have been complied with.
• Be part of the liaison Staff between the Bank and regulatory bodies such as Bank of Zambia, Financial Intelligence Center, PACRA, ZRA, and other government departments. Ensures that the Bank and the Board are timely informed about any changes in laws or regulations.
• Identify, assess and monitor legal risks and propose mitigating factors to protect the Bank.
• Working with other Departments to integrate risk management into broader business strategy.
• Overseeing litigation and legal disputes of the Bank.
• Significant input in developing and overseeing regulatory compliance programs to reduce regulatory risk.
• Review and clear corporate policies related to ethics and legal compliance
• Managing all court processes for legal matters to be handled internally.
• Preparation of forms/documents for certification by company secretary.
• Take charge of issuing notice and agenda of the general meetings to the shareholders.
• Keep abreast of changes in good corporate governance, company laws and Bank of Zambia regulations.
• Representing the Bank in regulatory policy discussions and lobbying efforts.

Required Skills and Competencies

• Strong understanding of corporate governance practices
• Excellent Communication Skills
• Strong understanding of the banking regulatory environment
• Understanding of applicable legislation and standards
• Proven ability to establish relationships and exert influence on stakeholders.
• Ability to interact with others positively and constructively to support completion of work
• Identify and cultivate relationships with key stakeholders
• Ability to plan and organize work in the most efficient and effective way possible
• Ability to work in a fast-paced environment that thrives on change

Primary Areas of Accountability: