Legal Counsel & Corporate Secretary
- Manama, Capital Governorate, Bahrain
- Permanent, Full time
- 17 Nov 17 2017-11-17
The role will comprise of two parts, that of corporate secretary and that of a member of the bank’s Head Office in-house Legal Department; it is expected that the time split between the two roles will be approximately [20/80].
Corporate Secretary: The Corporate Secretary is responsible for providing strategic and operational support to the bank’s Board of Directors (Board) and its Committees, however organizationally the position reports to the Group CEO. The position works with the Board Chair (Chair) to establish and administer the Board’s governance framework and provide advice on governance requirements and issues. The Corporate Secretary is a conduit between the Board and executive and senior managers for the communication of and guidance on Board decisions, requirements and requests. The position also ensures the provision of organizational services to ensure effective Board operations.
Counsel: The role of the Head Office Legal Department is to provide legal advice, guidance and services to the bank. The Jobholder will operate in this capacity under the supervision and direction of the Group Legal Counsel.
KEY RESULT AREAS
- Ensuring that ABC operates in accordance with regulatory corporate governance requirements.
- Effectively managing Board and Committee meeting logistics including: the collection, preparation and distribution of pre-reading materials, agendas, notifications and minutes; organizing meeting facilities and accommodation; coordinating guest speakers and staff presentations and liaising with the Board Chair and Group CEO to finalize minutes, track meeting attendance and expense invoices.
- Providing high quality legal services to the bank in a cost effective and timely manner.
BOARD ADMINISTRATION & COORDINATION:
- Attends Board and Committee meetings, taking minutes and highlighting decisions, information items and action items ensuring sufficient notes to support proceedings, resolutions and reporting on status of outstanding items. Prepare and circulate minutes and the details of resolutions and decisions in order to ensure proper action is taken;
- Ensures an effective flow of information between the Board, Committees and management and briefs the Group CEO and senior management on Board decisions, requests and coordinates responses for appropriate distribution;
- Provides guidance to managers and staff on Board informational requests and on appropriate format. Develops the guidelines and templates to assist in the development of Board materials;
- Assists the Group CEO with monitoring and follow-up actions to ensure the fulfilment of Board requests including monitoring and tracking management of issues, contracts, complaints, briefings, correspondence and legal opinions;
- Manages Board budget, reviews and recommends approval of Board/Committee expenditures including remuneration, per diems, incidental expenses and meeting rooms;
- As an authorized signing officer, applies the corporate seal to Board documents or instruments in accordance with bylaws and on behalf of the Group CEO;
- Administers Board appointment processes and orients new Directors, advising on protocols and procedures and arranges briefings with key contacts as required;
- Maintains the Corporate Governance Manual and ensures that revisions/updates are provided to the Board;
- Maintains Board Committee contact lists and registry;
- Establishes the corporate records, developing a filing system, creating and maintaining files;
- Ensures administrative support is provided respecting reports and correspondence of a confidential nature; gathering statistics and preparing reports as required;
- Manages the Corporate Secretary budget and financial tracking;
- Performs other support duties as required ensuring smooth, efficient operation of the corporate secretary office.
BOARD POLICY & ADVISORY SERVICES:
- Refers Board requests for legal reviews and opinions to in-house or external legal counsel;
- Supports the Chair in ensuring effective Board functioning including identifying items that require Board approval, drafting resolutions and ensuring accuracy of the Board record;
- Advises the Governance Committee/Board of developments on an ongoing basis and as part of an annual review of governance rules, maintaining currency on governance best practices;
- Seeks advice when required, on the risk associated with Board decisions, ensuring pertinent bylaws, legislation and procedures are understood and followed, and relays advice on potential conflicts;
- Monitors and evaluates the implementation of Board governance policy and directives and recommends options to address identified issues or deficiencies;
- Provides research and coordination support to strategic policy and legislative initiatives, including drafting and reviewing materials, and preparing presentation and briefing packages;
- Researches Board management issues and prepares reports or briefing materials, undertaking confidential projects for the Board or Committees to support policy development such as the governance manual or conducting executive compensation surveys;
- In conjunction with the Chair and Corporate Governance Committee, manages the annual Board assessment process. Researches and proposes an evaluation framework, administers process, tabulates and reports results annually. Supports the implementation of changes to policy or process resulting from the evaluation;
- Leads administrative responsibilities related to Board evaluations, Director evaluation and appointments, and the Board of Directors compensation plans.
BOARD COMPLIANCE AND REGULATIONS:
- Maintains, secures and archives Board records and files (bylaws, minutes, reports, etc);
- Presents legal or fiduciary requirements after consultation or in conjunction with legal counsel;
- Works with legal counsel to ensure all legal and filing requirements are met;
- Works with the Head of Finance to ensure the statutory reporting requirements for Boards are met (CBB and Ministry of Finance requirements);
- Prepares the annual statement of Corporate Governance principles and required information for portions ofthe bank’s annual report;
- Reviews the bank’s annual disclosure statement to ensure consistency with Governance and Disclosure Guidelines for CBB;
- Participates in bylaw reviews and ensures bylaws are current and available;
- Support development and implementation of policies associated with public access to records and for protection of personal information;
- Special projects and other duties as required.
- Providing legal advice and services to the bank through anticipating and evaluating potential legal problems, and providing competent advice and guidance so as to enable management to achieve business objectives while protecting the Group’s interest;
- Reviewing and drafting banking and financial documentation/transactions, identifying legal risks;
- Identifying potential legal implications, opportunities and risks for the bank under the laws of various countries in which it conducts its business and advising management appropriately;
- Drafting and preparing legal documents and contracts for use by the bank in its operations in order to meet the business requirements;
- Revising existing and new standard legal documentation for conventional and Islamic transactions, so as to create precedents to be used in the Bank in order to facilitate business needs;
- Assisting the Remedial Loans Unit with regard to work-outs and restructurings;
- Advising on international and unilateral sanctions regimes;
- Providing legal advice and assistance with regard to corporate acquisitions and divestments;
- Monitoring the conduct of litigation and claims both brought by and against the members of the bank;
- Supervising the provision of external legal services.
EDUCATION AND EXPERIENCE:
- A legal qualification from a recognized Institute;
- Demonstrated executive-level experience or administration at the Board level;
- In-depth knowledge of financial institutions and banking practice from a legal perspective, probably gained from working at a financial institution or international law firm;
- Broad knowledge of and experience in the laws relevant to international business in general and international banking and finance in particular;
- Demonstrated experience with issues management, risk and strategic problem solving;
- Demonstrated experience undertaking research and applying analytical skills;
- Demonstrated experience developing policy, procedures and /or corporate practices;
KNOWLEDGE, SKILLS AND ABILITIES:
- Demonstrated knowledge of Board governance, best practices, protocols and procedures;
- Proven ability to meet tight deadlines while paying attention to details, ensuring a high standard of quality work;
- Excellent knowledge of business English and Arabic;
- Superior knowledge of executive administration support and procedures;
- Ability to learn relevant legislation, key agreements, policies and practices of the bank its key functions and relationships with key stakeholders;
- Ability to draft and review complex legal agreements (including financing documentation) in English and Arabic;
- In-depth knowledge of project finance, trade finance, Islamic finance, Eurocurrency syndicated loan market practice and derivatives;
- Ability to review large volumes of information, identify and analyze issues, assess risk and provide strategic and operational advice as concise summary materials or reports;
- Ability to work independently with a minimum of direction;
- Ability to undertake assignments of considerable importance, usually of a confidential nature;
- Excellent communication skills including listening, facilitating, presentation and writing;
- Superior influence and persuasion skills combined with integrity, discretion and professionalism;
- Ability to maintain effective working relationships with others by providing functional guidance to staff in a positive and collaborative way;
- Ability to initiate and implement new procedures;
- Ability to exercise sound judgment and tact in solving work problems and dealing with officials, staff and the general public; good interpersonal skills and ability to maintain confidentiality.