Overview
Corporate Legal Counsel & Corporate Secretary Jobs in Metro Manila at GSM – Green SM
Title: Corporate Legal Counsel & Corporate Secretary
Company: GSM – Green SM
Location: Metro Manila
This role is a member of the Legal Team in the Philippines office and reports to the Director of Legal in the Philippines.
The Corporate Legal Counsel who will also be GreenGSM’s Corporate Secretary is a mandatory corporate officer appointed by the Board of Directors pursuant to the Revised Corporation Code of the Philippines and applicable regulations of the Securities and Exchange Commission (SEC). The position ensures the corporation’s compliance with statutory and regulatory requirements, supports the Board in fulfilling its governance responsibilities, maintains corporate records and safeguards the integrity of corporate governance processes. The Corporate Secretary acts as custodian of corporate documents, adviser on governance matters and primary liaison between the corporation, its shareholders, directors, regulators and other stakeholders, ensuring that all corporate actions are duly authorized, documented and compliant with Philippine laws and regulations.
Responsibilities
Corporate Governance Compliance
- Supports the Legal Director with all legal tasks
- Supports the different internal teams and departments with their respective legal requirements, including review of contracts and other documents, and issuance of legal advice, in consultation with the Legal Director
- Propose for legal template including contract template
- Performs legal tasks assigned by Legal Director
- Supports the Legal Director in relation with regulatory matters, and compliance checklist
- Consult and draft documents related to corporate governance, company system organization, business and investment activities
- Ensure compliance with the Revised Corporation Code, SEC regulations, corporate by-laws and other applicable laws.
- Advise the Board and Management on governance requirements and legal compliance matters.
- Monitor updates in laws, SEC Memorandum Circulars and jurisprudence affecting corporate governance and recommend necessary actions.
- Ensure proper documentation of Board oversight functions and fiduciary duties.
Board and Shareholders’ Meetings Management
- Prepare and issue notices, agenda, and meeting materials for Board and stockholders’ meetings in accordance with by-laws and law.
- Verify quorum, voting requirements, and procedural compliance during meetings.
- Record, prepare, and maintain accurate minutes of meetings and resolutions.
- Certify Board resolutions, Secretary’s Certificates, and other corporate documents.
Records and Statutory Books Custodianship
- Maintain and update the Minutes Book, Stock and Transfer Book, and other statutory records.
- Safeguard the corporate seal and ensure proper authorization for its use.
- Ensure compliance with inspection rights of stockholders and regulatory authorities.
Mandatory Regulatory and Statutory Reporting
- Prepare, review and cause the timely filing of the General Information Sheet (GIS) with the SEC.
- Monitors and ensure filing of Audited Financial Statements (AFS) within prescribed deadlines.
- File notices of annual and special stockholders’ meetings and other required disclosures.
- Cause submission of beneficial ownership declarations and other ownership disclosures as required by SEC regulations.
- Oversee amendments to Articles of Incorporation and By-Laws and ensure registration with the SEC.
- Ensure timely compliance with reportorial requirements relating to directors, trustee and officers (e.g., changes in officers, resignation, election).
- Coordinate submission of regulatory reports required by other agencies (e.g., BIR, LGU, industry regulators) when applicable.
Regulatory and Stakeholder Liaison
- Act as official liaison with the SEC and other regulatory bodies.
- Facilitate shareholder communications and respond to governance-related inquiries.
- Coordinate with external counsel, auditors, compliance officers and regulators during audits, inspections or investigations.
Corporate Actions and Special Transactions
- Prepare and document corporate actions involving capital restructuring, mergers, consolidation, dissolution, or other extraordinary transactions.
- Ensure regulatory filings and approvals for major corporate actions are secured prior to implementation.
- Maintain confidentiality of sensitive corporate and strategic information.
Requirement
EDUCATION: Bachelor of Laws (LL.B. or J.D.) from a recognized law school
WORK EXPERIENCE: At least five (5) years of relevant experience in corporate law, corporate governance, regulatory compliance or SEC reportorial compliance. Experience as Assistant Corporate Secretary or in a senior legal/compliance role is preferred
ELIGIBILITY: Preferably a Member in good standing of the Philippine Bar, duly admitted to practice law in the Philippines
TRAINING: Relevant training in corporate governance, SEC reportorial compliance, anti-money laundering regulations, data privacy compliance and regulatory updates
KNOWLEDGE
- Corporate Law and Governance – In-depth knowledge of the Revised Corporation Code and SEC Memorandum Circulars
- Regulatory and Statutory Reporting Requirements – Comprehensive understanding of mandatory SEC filings (GIS, AFS, amendments, beneficial ownership disclosures) and other government reportorial obligations
- Board Procedures and Parliamentary Rules – Knowledge of meeting protocols, quorum requirements and documentation standards
- Compliance and Risk Management – Awareness of regulatory risks and compliance control
Skills
- Regulatory Compliance Management – Ability to track, calendar, and ensure timely submission of mandatory reports and disclosures
- Legal Drafting and Documentation – Preparation of accurate resolutions, minutes, certificates and regulatory submissions
- Analytical and Advisory Skills – Interpretation of laws and regulations to guide Board and Management decisions
- Organizational and Records Management Skills – Systematic maintenance of statutory books and regulatory documentation
- Communication and Liaison Skills – Effective coordination with regulators, auditors, directors and stakeholders
Attitudes / Traits
- Integrity and Ethical Conduct – Demonstrates strict adherence to legal and ethical standards
- Accountability for Compliance – Proactively ensures deadlines and statutory requirements are met
- Professional Independence – Provides objective governance advice to the Board
- Confidentiality and Discretion – Protects sensitive corporate information
- Diligence and Detail-Orientation – Maintains high accuracy in statutory records and filings
