Overview

Head Legal and Company Secretary Jobs in Kampala, Central Region, Uganda at FINCA Impact Finance

Title: Head Legal and Company Secretary

Company: FINCA Impact Finance

Location: Kampala, Central Region, Uganda

SUMMARY

Reporting directly to the Managing Director, the Head Legal and Company Secretary (HL/CS)is responsible for providing comprehensive legal and strategic advice to FINCA Uganda Limited (MDI) herein known as 'FINCA', including FINCA's Management and Board of Directors and managing the overall legal risk of FINCA. The HL/CS is a member of FINCA's Executive Committee (EXCO) and, as such, participates in all discussions and decisions made by such body. The HL/CS has a dual role consisting of (i) having primary responsibility for FINCA's legal function as Head of the Legal department and member of EXCO, and (ii) being responsible for the corporate governance of FINCA as Corporate Secretary. HL/CS is responsible for overseeing all law-related areas of the operations of FINCA, with a focus on banking and financial regulatory matters, legal compliance, development of policies, employment and labor, litigation and contracts. The HL/CS is responsible for identifying legal risks associated with the operations of FINCA and proposing mechanisms for mitigating such risks. In collaboration with all senior management of FINCA, the HL/CS 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.

Key duties and responsibilities:

Corporate Governance

  • Advises Management at the Board of Directors on the scope of their authority, appropriate decision-making, and legal aspects of their decisions,
  • Attends all meetings of the Shareholders/Members, Board of Directors and relevant Committees,
  • Leads the scheduling of meetings of the corporate bodies of FINCA to ensure compliance with applicable requirements and to ensure that all decisions are adopted in a timely manner and by the appropriate corporate body,
  • Assists with preparation of the agenda for Shareholders, Board and relevant Committee meetings,
  • Sends meeting notices to all Shareholders, members of the Board and all relevant Committee members, as applicable,
  • Provides guidance to the Management of FINCA in the preparation of materials for each meeting,
  • Provides legal advice to the Chair of the Board in the exercise of the Chair's duties,
  • Records attendance at all Board and Committee meetings and conveys attendance records on a quarterly basis to FINCA Impact Finance,
  • Ensures that quorum requirements are met and that decisions are adopted in accordance with applicable law and FINCA's constituent documents,
  • Drafts minutes at Shareholders', Board meetings and applicable Committee meetings and drafting resolutions, as necessary,
  • In coordination with FINCA Impact Finance, ensures 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,
  • Ensures compliance with applicable laws, regulations, FINCA's policy and principles of good corporate governance,
  • Promptly reports and advises on conflicts of interest in accordance with FINCA's policies and the Code of Conduct,
  • Advises Directors and Board officers on their responsibilities, including their fiduciary obligations,
  • Periodically assesses governance practices and Directors' performance and recommending ways to improve,
  • Maintains all corporate records and documenting all corporate decisions.

Compliance with banking and microfinance regulation applicable to the activities and operations of FINCA

  • Determines the obligations of FINCA based on applicable banking and microfinance legislation and adjusts policies and processes as necessary to reflect such obligations,
  • Stays abreast of changes in applicable banking and microfinance laws and regulation and timely communicating such changes and updates to Management and relevant staff,
  • Reviews of internal documents and policies to ensure they are drafted in accordance with applicable law,
  • Reviews and prepares, as necessary, contracts and documentation used by FINCA in the business of providing financial services to its clients,
  • Assists in the preparation and drafting of reports and communications to the regulator.

Legal support to other areas of the operations of FINCA

  • As a member of the EXCO of FINCA, offers guidance to the various departments and divisions of FINCA and making decisions with the Management to manage FINCA's day-to-day operations,
  • Implements the instructions of the Board of Directors of FINCA concerning the legal aspects of the operations,
  • Provides support to FINCA, 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 law and that protect the interests of FINCA,
  • Provides 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 FINCA,
  • Engages with tax experts as necessary in order to provide advice as to tax liabilities and practices of FINCA, 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,
  • Reviews and drafts documentation related to the implementation of potential projects by FINCA, including grant agreements and partnerships with third parties,
  • Reviews and negotiates (in coordination with FINCA Impact Finance, if applicable) loan agreements and other arrangements for the financing of the operations of FINCA,
  • Provides legal opinions based on local law regarding various aspects of the operations of FINCA,
  • Identifies legal risks associated with the operations of FINCA and proposes mechanisms for mitigating them,
  • Reviews and drafts documentation and contracts related to the day-to-day activities of FINCA, especially loans to FINCA's clients but also including other documents such as leases, sales and services agreements, ensuring that the documentation protects FINCA's interests and complies with applicable law,
  • In coordination with FINCA Impact Finance, provides legal assistance for the protection of the FINCA trademarks in FINCA's jurisdiction,
  • Stays abreast of the laws and regulations applicable to FINCA,
  • Assists in the process of legalization and authentication of documents prepared or to be used abroad,
  • Provides training to staff on various areas relevant for FINCA's operations.

Representation of FINCA before courts and administrative agencies

  • Representing FINCA Uganda before local authorities and courts, as required,
  • Maintaining resources and overseeing collection litigation and fraud prosecution, in keeping with FINCA Uganda's practices and policies,
  • Pursuing claims by FINCA Uganda as determined and defending FINCA Uganda.

Organizing and supervising the legal support provided to FINCA

  • Assisting FINCA's Office of the General Counsel in identifying and hiring the services of outside legal counsel, as needed,
  • Organizing and performing training sessions for the staff and management of FINCA Uganda on relevant legal issues,
  • In coordination with FINCA's Office of the General Counsel and Human Resources Department, 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 FINCA Uganda,
  • Providing periodical reports on activities and projects to FINCA Uganda's Managing Director and FINCA's Office of the General Counsel,
  • Coordinating and supervising the work of other attorneys providing legal services to FINCA Uganda.

Risk and Compliance

  • Supports and reinforces an effective RCSA (risk control self-assessment) program for all key business processes related to the employee's work area, including adopting control improvements when needed and actively contributing to meet all RCSA corrective action plan commitments.

Supervising Legal Department Employees

  • Coaches and develops employees of Legal department,
  • Oversees day to day operations of the subordinated employees.

Job Requirements

Qualifications

  • LLB from a recognized University, Diploma in Legal practice from Law Development Centre – Kampala,
  • A Masters' Degree will be an added advantage.

Experience

  • A minimum of 10 years working experience, with at least 5 years work experience in a Leadership/Supervisory role in Legal Practice in a Financial/Banking sector or a busy law firm,
  • Experience in corporate law, litigation and labor law and Corporate Governance preferred.

Knowledge and Skills

  • Exceptional negotiation, influencing skills,
  • Excellent entrepreneurial, leadership, communication skills,
  • Self-confidence, decisiveness and common sense,
  • Decision-making skills,
  • Excellent Analytical and Reporting skills,
  • Strong command of Microsoft suite.

Language Skills

  • Fluency in English is required.

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