Legal Manager – Company Secretarial & Governance

Job Overview

The role involves supporting the Head of Legal & Company Secretary in delivering effective company secretarial, corporate governance, and legal advisory services to the Bank, its Board of Directors, Board Committees, shareholders, and subsidiaries. The incumbent will coordinate, prepare, and execute delegated company secretarial, governance, and corporate legal activities under the supervision of the Head of Legal & Company Secretary.

Key Responsibilities

Company Secretarial Support

• Assist the Head of Legal & Company Secretary in fulfilling the Bank’s company secretarial duties.
• Coordinate preparation of Board and Board Committee meeting notices, agendas, papers, and supporting documents.
• Maintain the annual Board and Board Committee calendar as directed.
• Organize logistical and administrative arrangements for Board and Committee meetings.
• Draft minutes for review and approval.
• Maintain action trackers for Board and Committee decisions and follow up on agreed actions.
• Prepare draft Board and Committee resolutions, extracts of minutes, and other corporate documents for approval.
• Maintain a secure and organized repository of governance records including minutes, resolutions, and papers.
• Monitor matters reserved for the Board and Committees ensuring appropriate approvals are obtained.
• Support documentation and communication of Board and Committee decisions.
• Maintain a register of Board and Committee resolutions and monitor their implementation.

Corporate Governance

• Support implementation of the Bank’s corporate governance framework.
• Assist in monitoring compliance with corporate governance requirements.
• Track developments in corporate governance legislation, regulations, and best practices and report relevant updates.
• Assist in reviewing and updating governance policies, frameworks, and procedures.
• Support preparation of the Bank’s governance compliance dashboard.
• Maintain a governance obligations tracker and escalate overdue or emerging issues.
• Monitor Board composition, tenure, independence, and other governance requirements.
• Maintain governance records related to Directors.

Regulatory & Statutory Compliance

• Support monitoring compliance with corporate and governance requirements applicable to the Bank.
• Assist in monitoring compliance with the Companies Act, Banking Act, CBK Prudential Guidelines, and other relevant laws and regulations.
• Coordinate preparation of statutory and regulatory filings within delegated authority.
• Maintain a calendar of statutory and regulatory deadlines related to company secretarial and governance matters.
• Assist in preparing regulatory submissions and responses concerning Board, shareholder, and governance matters.
• Support responses to CBK and other regulatory requests.
• Provide compliance advice and regulatory guidance to senior management and department heads regarding inspections, rule interpretation, changes, and investigations.
• Develop and implement a regulatory compliance framework and tracking mechanism aligned with CBK Prudential Guidelines and the Banking Act.

Requirements

• Bachelor’s degree in Law (LLB) from a recognized university.
• Postgraduate Diploma in Law from the Kenya School of Law.
• Admitted Advocate of the High Court of Kenya with a current Practising Certificate.
• Certified Public Secretary (CPS(K)) and member in good standing of the Institute of Certified Public Secretaries of Kenya (ICPSK).
• Member in good standing of the Law Society of Kenya (LSK).
• Minimum of five (5) years post-qualification legal experience in the Financial Services industry, including at least three (3) years in banking, financial services, or another regulated environment handling company secretarial, corporate governance, and/or corporate legal advisory functions.
• Strong knowledge and practical experience in company secretarial processes for Boards, Committees, shareholders, and statutory requirements.
• Deep understanding of corporate governance principles, Board structures, effectiveness, frameworks, and best practices.
• Good knowledge of the legal and regulatory framework governing banks and financial institutions in Kenya.
• Understanding of banking operations.
• Excellent drafting skills for resolutions, minutes, legal opinions, memoranda, contracts, powers of attorney, corporate documents, and governance instruments.
• Ability to prepare high-quality Board and Committee agendas, papers, minutes, resolutions, action trackers, and governance reports.
• Knowledge of statutory registers, corporate filings, shareholder records, beneficial ownership, and corporate compliance requirements.
• Capability to support AGM/EGM processes, shareholder resolutions, corporate actions, and shareholder communications.
• Excellent written and verbal communication skills, including the ability to explain complex legal and governance issues clearly to senior management and Directors.
• High accuracy in Board records, statutory filings, legal documents, resolutions, and regulatory submissions.
• Ability to handle highly confidential Board, shareholder, legal, regulatory, and strategic information appropriately.
• Ability to manage multiple deadlines related to Board, Committee, statutory, regulatory, and legal matters simultaneously.
• Strong analytical skills to identify issues, evaluate alternatives, and develop practical legal and governance solutions.
• Proficiency in electronic Board platforms, document management systems, Microsoft Office, and relevant governance technology.
• Good policy development and management skills.
• Ability to monitor and interpret regulatory requirements and support timely compliance, especially with CBK and statutory requirements.