Head of legal & company secretary

Job Summary

The General Counsel / Head Legal Officer and Corporate Secretary (“HLO”) is the senior legal officer of the corresponding FINCA Impact Finance (“FIF”) subsidiary (the “Subsidiary”) and 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.

  • Minimum Qualification: Masters
  • Experience Level: Senior level
  • Experience Length: 10 years

Job Description

SUMMARY

 The General Counsel / Head Legal Officer and Corporate Secretary (“HLO”) is the senior legal officer of the corresponding FINCA Impact Finance (“FIF”) subsidiary (the “Subsidiary”) and 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 HLO 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 HLO 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 HLO 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 HLO 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 HLO 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.  The HLO reports directly to the Chief Executive Officer of the Subsidiary and the FIF General Counsel (and his designees).  

ESSENTIAL DUTIES AND RESPONSIBILITIES:

 

I.   Corporate Governance

  • Acting as the Corporate Secretary of the Subsidiary
  • Advising Management at the Board of Directors on the scope of their authority, appropriate decision-making, and legal aspects of their decisions.
  • Attending all meetings of the Shareholders/Members, Board of Directors and relevant Committees
  • Leading 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
  • Assisting with preparation of the agenda for Shareholders, Board and relevant Committee meetings
  • Sending meeting notices to all Shareholders, members of the Board and all relevant Committee members, as applicable
  • Providing guidance to the Management Board of the Subsidiary in the preparation of materials for each meeting
  • Providing legal advice to the Chair of the Board in the exercise of the Chair’s duties
  • Recording attendance at all Board and Committee meetings and conveying attendance records on a quarterly basis to FINCA Impact Finance
  • Ensuring that quorum requirements are met and that decisions are adopted in accordance with applicable law and the Subsidiary’s constituent documents
  • Drafting minutes at Shareholders’, Board meetings and applicable Committee meetings and drafting resolutions, as necessary
  • In coordination with FINCA Impact Finance, ensuring 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
  • Ensuring compliance with applicable laws, regulations, FINCA policy and principles of good corporate governance
  • Promptly reporting and advising on conflicts of interest in accordance with FINCA policies and the Code of Conduct
  • Advising Directors and Board officers on their responsibilities, including their fiduciary obligations
  • Periodically assessing governance practices and Directors’ performance and recommending ways to improve
  • Maintaining all corporate records and documenting all corporate decisions

 

II.        Compliance with banking and microfinance regulation applicable to the activities and operations of the Subsidiary

  • Determining the obligations of the Subsidiary based on applicable banking and microfinance legislation and adjusting policies and processes as necessary to reflect such obligations
  • Staying abreast of changes in applicable banking and microfinance laws and regulation and timely communicating such changes and updates to Management and relevant staff
  • Reviewing internal documents and policies to ensure they are drafted in accordance with applicable law
  • Reviewing and preparing, as necessary, contracts and documentation used by the Subsidiary in the business of providing financial services to its clients
  • Assisting in the preparation and drafting of reports and communications to the regulator

 

III.      Legal support to other areas of the operations of the Subsidiary

  • As a member of the Management Board of the Subsidiary, offering 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
  • Implementing the instructions of the Board of Directors of the Subsidiary concerning the legal aspects of the operations
  • Providing 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
  • Providing 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
  • Engaging 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
  • Reviewing and drafting documentation related to the implementation of potential projects by the Subsidiary, including grant agreements and partnerships with third parties
  • Reviewing and negotiating (in coordination with FINCA Impact Finance, if applicable) loan agreements and other arrangements for the financing of the operations of the Subsidiary
  • Providing legal opinions based on local law regarding various aspects of the operations of the Subsidiary
  • Identifying legal risks associated with the operations of the Subsidiary and proposing mechanisms for mitigating them
  • Reviewing and drafting 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, providing legal assistance for the protection of the FINCA trademarks in the Subsidiary’s jurisdiction
  • Staying abreast of the laws and regulations applicable to the Subsidiary
  • Assisting in the process of legalization and authentication of documents prepared or to be used abroad
  • Providing training to staff on various areas relevant for the Subsidiary’s operations

 

 

IV.       Representation of the Subsidiary before courts and administrative agencies

  • Coordinating and overseeing the representation of the Subsidiary before local authorities and courts, as required
  • Maintaining resources and overseeing collection litigation and fraud prosecution, in keeping with FINCA practices and policies
  • Coordinating and overseeing the pursuit of claims by the Subsidiary as applicable, and defending the Subsidiary against claims by third parties 

V.        Organizing and supervising the legal support provided to the Subsidiary

  • Identifying and hiring the services of outside legal counsel, as needed, overseeing outside counsel’s work and billing
  • Providing periodical reports on activities and projects to the Chief Executive Officer, the Board of Directors and its Committees and FINCA Impact’s General Counsel
  • Developing a 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, hiring the staff of the Subsidiary’s legal department
  • Coordinating and supervising the work of other attorneys and legal staff providing legal services to the Subsidiary

 

Other duties may be assigned.

 

Supervisory Responsibility

 Members of the Subsidiary’s legal team

 

 QUALIFICATIONS

Education and Experience

  • Law degree.  Master’s degree (LL.M) preferred
  • Admitted to practice in the Subsidiary’s jurisdiction
  • A minimum of 10 years of experience
  • Experience in finance/banking
  • Experience in corporate law
  • Experience in litigation and labor law, preferred

 

Languages

Written and spoken fluency in English required           

 

TRAVEL REQUIREMENTS

Availability to travel (30% of the time) 

COMPETENCIES 

·         Knowledge of the Company’s business

·         Exceptional Communication and Persuasion Skills

·         Drive to be a Leader

·         Ability to be Strategic

·         Moral and Ethical Leadership

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