Job Title:                     Head of Legal & Company Secretary – UK

Industry                      Banking

Location:                     United Kingdom

Salary:                         Excellent Package + Salary

Responsibilities:

Legal and Compliance:

• Identifying, understanding, and interpreting UK financial services and other applicable legislation, regulations and obligations, and advising senior management on how the Bank can meet those obligations.
• Monitoring and responding to regulatory developments in the UK and EU and advising on the impact if any to the Bank and its business strategy.
• Identifying legal risks related to new products and or business activities and proffering mitigants if any to ensure that the Bank’s operations are and continue to be compliant. 
• Providing support on legal issues affecting the Bank and its business, with regular reporting on legal and governance matters to senior management.
• Carrying out legal audits from time to time to assess and monitor the legal standing of the Bank and its existing legal obligations.
• Drafting, reviewing, and interpreting legal and compliance policies and procedures. Acting as custodian of the Bank’s policies, monitoring the quarterly policy review cycle and ensuring policy reviews are undertaken by relevant Business Heads and policies are approved by the Board.
• Ensuring that the Bank’s Companies Act filings are completed accurately and on time including without limitation annual returns, changes in directors, etc.
• Drafting, reviewing, and negotiating services contracts and agreements.
• Coordinating all litigation and legal proceedings if required, engaging outside legal firms where necessary and managing the relationships.

Company Secretariat:

• Ensuring that board procedures including the Bank’s governance framework, constitution, board and committee terms of reference and other internal governance rule and regulations are adhered to and reviewed from time to time advising the chairperson on the continued effectiveness of same.
• Providing guidance and advice to the chairperson and the board regarding the remit of their responsibilities under the applicable rules and regulations, and the discharge of these obligations in accordance with applicable legislation and the Bank’s Articles of Association.
• Managing the administration of the appointment and retirement of Directors and in particular the Director’s service contracts and advising the chairperson on the expiration of tenures of directors and other relevant matters.
• Maintaining the company’s statutory registers or books including:
  • Register of directors and secretaries
  • Register of Charges
  • Register of Directors Interests
  • Persons with Significant Control register etc.
  • Minutes of general meetings and board (including board committee) meetings
• Servicing board and shareholder and EXCO (and other Management committees as advised) meetings, including service of notices of meetings, preparation of agendas, circulation of relevant papers and taking and producing minutes to record the business transacted at the meetings and the decisions taken.
• Maintaining the Bank’s registered office
• Custodian of the company seal, legal documentation, and constitutional documentation.

Senior Management Functions (SMF) – FCA/PRA

• Certified role

Membership of Governance and other Key Committees        

Board:

Board Secretary

Board Sub Committees:

Board Secretary to all sub committees

Executive Committees:

EXCO Secretary

Conduct, Compliance and Audit Committee - Member

Operations Committee - Member

New Products and Activities Committee - Member

Experience

Technical

• In-depth knowledge and experience of Legal Function in financial services firm together with understanding of FS regulatory and compliance related matters
• Experience in a Company Secretariat role and executing these duties effectively

General

• Banking/financial services experience, particularly in a UK-based foreign-owned Institution.
• Stakeholder management skills; confidence dealing with senior management and board directors.
• Ability to influence and guide management; providing clear advice to ensure suitable decisions are made.
• Complying with FCA and PRA conduct rules as set out in your contract of employment 

Per Regulators Conduct Rules

• Acts with Integrity, due skill, care and diligence.
• Is open and cooperative with the Regulators.
• Pays due regard to customers interests and treats them fairly.
• Observes market conduct standards.

Key Performance Indicators

• Review of contracts and other legal documents in a timely manner
• Quality advice to stakeholders on aspects of the law relating to the Bank’s business