Legal Job At Sidian Bank
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Nairobi, Kenya
Job summary
Legal Manager – Company Secretarial & Governance at Sidian Bank
About this role
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Legal & Company Secretarial Officer – Banking
Job Field: Legal / Corporate Governance / Banking
Experience: 5 Years
Job Purpose
The successful candidate will support the Head of Legal & Company Secretary in providing company secretarial, corporate governance and legal advisory services to the Bank, its Board of Directors, Board Committees, shareholders and subsidiaries.
The role will also involve coordinating and carrying out delegated company secretarial, governance and corporate legal duties under the guidance and supervision of the Head of Legal & Company Secretary.
Key Responsibilities
Company Secretarial Support
Support the Head of Legal & Company Secretary in carrying out the Bank’s company secretarial functions.
Coordinate the preparation of notices, agendas, Board papers and supporting documents for Board and Board Committee meetings.
Maintain the annual calendar for Board and Board Committee activities.
Coordinate administrative and logistical arrangements for Board and Committee meetings.
Prepare draft meeting minutes for review and approval.
Maintain action trackers and follow up on decisions and actions agreed by the Board and Committees.
Prepare draft resolutions, extracts of minutes and other corporate documents for approval.
Maintain a secure and well-organised repository of Board papers, minutes, resolutions and other governance records.
Assist in monitoring matters reserved for the Board and its Committees and ensure the required approvals are obtained.
Support the proper documentation and communication of Board and Committee decisions.
Maintain a register of Board and Committee resolutions and track their implementation.
Corporate Governance
Support the implementation of the Bank’s corporate governance framework.
Assist in monitoring compliance with applicable corporate governance requirements.
Monitor changes in corporate governance laws, regulations, regulatory guidance and recognised best practices.
Highlight relevant governance developments to the Head of Legal & Company Secretary.
Assist in reviewing and updating governance policies, frameworks and procedures.
Support the preparation of the Bank’s corporate governance compliance dashboard.
Maintain a tracker of governance obligations and escalate overdue or emerging issues.
Assist in monitoring Board composition, tenure, independence and other governance requirements.
Maintain appropriate governance records relating to Directors.
Regulatory and Statutory Compliance
Support monitoring of the Bank’s compliance with corporate and governance requirements.
Assist in monitoring obligations under the Companies Act, Banking Act, CBK Prudential Guidelines and other applicable laws and regulations.
Coordinate statutory and regulatory filings within the delegated responsibilities.
Maintain a calendar of statutory and regulatory deadlines relating to company secretarial and governance matters.
Assist with preparing regulatory submissions and responses concerning Board, shareholder and governance matters.
Support the Head of Legal & Company Secretary in responding to requests from the Central Bank of Kenya and other regulators.
Provide compliance guidance to senior management and departmental heads on regulatory inspections, interpretation of requirements, regulatory changes and investigations.
Support the development and implementation of a regulatory compliance framework and tracking mechanism for identifying regulatory risks in a timely manner.
Ensure regulatory compliance activities are aligned with CBK Prudential Guidelines and the Banking Act (Cap 488).
Academic and Professional Qualifications
Bachelor’s degree in Law (LLB) from a recognised university.
Postgraduate Diploma in Law from the Kenya School of Law.
Admission as an Advocate of the High Court of Kenya with a current Practising Certificate.
Certified Public Secretary, CPS(K), and membership in good standing with the Institute of Certified Public Secretaries of Kenya (ICPSK).
Membership in good standing with the Law Society of Kenya (LSK).
Work Experience
At least five (5) years of post-qualification experience in legal practice within the financial services sector.
At least three (3) years of this experience should have been gained in banking, financial services or another regulated environment.
Experience should cover areas such as company secretarial services, corporate governance and/or corporate legal advisory.
Skills and Competencies
Strong practical knowledge of Board, Committee, shareholder and statutory company secretarial processes.
Good understanding of corporate governance principles, Board structures, Board effectiveness and governance frameworks.
Knowledge of the legal and regulatory framework applicable to banks and financial institutions in Kenya.
Understanding of banking operations.
Strong drafting skills, including preparation of resolutions, minutes, legal opinions, memoranda, contracts, powers of attorney, corporate documents and governance instruments.
Ability to prepare quality Board and Committee agendas, papers, minutes, resolutions, action trackers and governance reports.
Knowledge of statutory registers, corporate filings, shareholder records, beneficial ownership requirements and other corporate compliance obligations.
Ability to support AGM and EGM processes, shareholder resolutions, corporate actions and shareholder communications.
Excellent written and verbal communication skills, including the ability to explain complex legal and governance matters clearly to senior management and Directors.
High level of accuracy when handling Board records, statutory filings, legal documents, resolutions and regulatory submissions.
Ability to handle confidential Board, shareholder, legal, regulatory and strategic information appropriately.
Strong organisational skills and the ability to manage multiple Board, Committee, statutory, regulatory and legal deadlines.
Ability to identify issues, assess alternatives and develop practical legal and governance solutions.
Proficiency in electronic Board platforms, document management systems, Microsoft Office and other relevant governance technologies.
Good policy development and management skills.
Ability to monitor and interpret regulatory requirements and support timely compliance, particularly CBK and statutory obligations.
Professional Certification
CPS(K) qualification and membership in good standing with ICPSK.
Membership in good standing with LSK.
