Head Legal Officer & Corporate Secretary

Posted: 17 Dec 2024
Category: Legal

Job Description

A CAREER ADVANCING FINANCIAL INCLUSION:

ABOUT FINCA IMPACT FINANCE

FINCA Impact Finance believes all people should have the opportunity to leverage their wisdom, talent and effort to determine their own destiny. Our worldwide network of full-service banks and microfinance institutions are grounded in the conviction that inclusive finance is critical to bringing people out of poverty. FINCA sets standards for the microfinance industry, constantly innovating and developing new products and services that help our customers achieve their dreams. Millions of entrepreneurs rely on FINCA’s commitment to customer protection and an unmatched customer experience to build a better future for themselves, their families, and their communities.

Most of FINCA’s 7,000 dedicated employees live and work in the communities we serve. We hire people from a wide variety of backgrounds at all career stages to fully connect with our customers and strengthen the institution. FINCA expects employees to personify our values of transparency, active listening, accountability, and respect. Successful candidates will embrace our brand attributes of warmth, trust, and responsible banking, and possess a commitment to collaboration, service, and inclusivity.

Role Purpose

Reporting directly to FINCA Limited (Malawi)’s Chief Executive Officer and Board of Directors, the General Counsel / Head Legal Officer, and Corporate Secretary (HLO) 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 discussions and decisions made by such a 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.

Accountabilities

Corporate Governance

• Acts as the Corporate Secretary of the Subsidiary.
• 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 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.
• 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 Board of the Subsidiary 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 the Subsidiary’s constituent documents.
• Drafts minutes at Shareholders’, Board meetings and applicable Committee meetings and drafts 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 policy and principles of good corporate governance.
• Promptly reports and advises on conflicts of interest in accordance with FINCA 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 documents all corporate decisions.

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

• Determines the obligations of the Subsidiary based on applicable banking and microfinance legislation and adjusts policies and processes as necessary to reflect such obligations.
• Stays abreast of changes (or anticipated changes) in applicable banking and microfinance laws and regulation and timely communicates such changes and updates to Management and relevant staff.
• Reviews internal documents and policies to ensure they are drafted in accordance with applicable law and Shareholder’s policies.
• Reviews and prepares, as necessary, contracts and documentation used by the Subsidiary 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 the Subsidiary

• As a member of the Management Board of the Subsidiary, offers guidance to the various departments and divisions of the Subsidiary and makes decisions with the Management Board to manage the Subsidiary’s day-to-day operations.
• Implements the instructions of the Board of Directors of the Subsidiary concerning the legal aspects of the operations.
• Provides 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.
• 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 the Subsidiary.
• Engages 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 proposes 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 the Subsidiary, 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 the Subsidiary.
• Provides legal opinions based on local law regarding various aspects of the operations of the Subsidiary.
• Identifies legal risks associated with the operations of the Subsidiary and proposes mechanisms for mitigating them.
• Reviews and drafts 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, provides legal assistance for the protection of the FINCA trademarks in the Subsidiary’s jurisdiction.
• Stays abreast of the laws and regulations applicable to the Subsidiary.
• 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 the Subsidiary’s operations.

Representation of the Subsidiary before courts and administrative agencies

• Coordinates and oversees the representation of the Subsidiary before local authorities and courts, as required.
• Maintains resources and oversees litigation and fraud prosecution, in keeping with FINCA practices and policies.
• Coordinates and oversees the pursuit of claims by the Subsidiary as applicable and defends the Subsidiary against claims by third parties.

Organizing and supervising the legal support provided to the Subsidiary

• Identifies and hires the services of outside legal counsel, as needed, oversees outside counsel’s work and billing.
• Provides periodic reports on activities and projects to the Chief Executive Officer, the Board of Directors and its Committees and FINCA Impact’s General Counsel.
• Develops 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, hires the staff of the Subsidiary’s legal department.
• Coordinates and supervises the work of other attorneys and legal staff providing legal services to the Subsidiary.

Oversight of Litigation and Enforcement of the loans in arrears

• Manage and supervise all legal proceedings related to recovery, including litigation, enforcement actions, and settlements.
• Coordinate with all stakeholders on complex cases, including bankruptcies, restructurings, and high-risk disputes.
• Provide legal support and advice to the collections team, ensuring alignment with applicable laws and internal policies.
• Work closely with the head of the collections unit to address legal risks during escalated recovery efforts.
• Review and advise on contracts, service agreements, and communications involving third-party collection agencies and external partners.
• Monitor legal and regulatory developments affecting recovery and enforcement activities and ensure compliance across the organization.
• Develop and implement governance frameworks for escalations, ensuring a smooth handover of cases from collections to legal for litigation or enforcement.
• Establish clear reporting lines and protocols between the collections unit and the legal team for escalated cases requiring litigation or enforcement.
• Monitor the performance and outcomes of litigation and enforcement activities, ensuring alignment with the institution’s strategic goals.

Other duties may be assigned.

Job Requirements

Qualifications

• Bachelor’s degree in law is required.
• Master’s degree (LL.M) is preferred
• Admitted to the practice of law in Malawi.

Experience

• At-least 10 years of experience is required
• Experience in finance/banking is required
• Experience in corporate law is required
• Experience in litigation and labor law is preferred

Knowledge and Skills

• Exceptional negotiation, influencing skills
• Excellent entrepreneurial, leadership, communication skills
• Ability to work collaboratively with multi-disciplinary team
• Self-confidence, assertiveness and common sense
• Excellent analytical and reporting skills
• Ability to translate complex legal concepts into practical legal advice
• Strong command of Microsoft suite.

Language Skills

• Fluency in English and Chichewa is required

Travel requirements

• Availability to travel 30% of the time.

Physical Demands

• Ability to travel in economy class when traveling by air or rail.

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