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The Legal Counsel and Assistant Company Secretary works closely with the Head of Legal (HOL) and Company Secretary with the main responsibility being to manage the Legal Risks that the organization would face and ensure that they are ameliorated and resolved as required by the law.
The Legal Counsel serves as legal advisor to the Company as required from time to time and specifically serves as a resource on legal matters, issues of institutional procedure and corporate governance.
The main responsibilities of the office are, but are not limited to the following:-
- Assessing and managing all legal obligations and responsibilities of the Company to ensure that at all times the business of the company is conducted within the law;
- Checking on the various aspects of the operations of the company and advising on the legality of such actions and ensuring compliance;
- Providing legal representation, advice, counsel, and opinions in all areas of law affecting the Company, including compliance and legal regulatory issues;
- Keeping a follow up on all the cases in which the Company is a party to ensure quick and optimal resolution for the company;
- Supervising and guiding the external lawyers and firms representing the company;
- Advising the Company, its management and other employees in the course of their work for the company;
- Bringing legal issues and concerns to the attention of senior administration and assisting in developing policies to ensure compliance with the law;
- Undertaking legal review of and advise the company upon important legal documents, agreements, policies and procedures;
- Providing updates to the company’s management on the legislation that affects the company’s business and operations;
- Conducting legal training to the Company’s employees on the respective legal requirements for their roles in the Company and acting as a resource on the interpretation of existing or proposed laws and regulations;
- Providing legal advice regarding all legal matters involving regulators, complainants or other parties;
- Providing company secretarial services to the company
- Performing other projects and duties at the request of the Company’s management as assigned
1. Legal Advice.
- Ensuring that all statutory and regulatory requirements are properly complied with.
- Updating management on all changes occurring in the Law from time to time that affect the operations of the company.
- Offering legal guidance while strategic decisions for the betterment and growth of the company like acquisitions, disposals, joint collaborations etc are made.
- Legal research, analysis and preparation of legal opinions on all matters arising.
- Ensuring that the Memo and Articles of Association of the company are properly complied with.
2. Company Secretarial(Assistant)
- Attendance of Board Meetings ( on request) , taking and producing the minutes( on request),
- Assists the Company Secretary in keeping of minute books,
- Assists the Company Secretary in keeping the company seal,
- Preparation of memorandum for use of company seal,
- Assists the Company Secretary in arranging board meetings and annual general meetings,
- Assists the Company Secretary in preparing agenda and time table for board and annual general meetings,
- Assists the Company Secretary in keeping of the Share Register,
- Assists the Company Secretary in keeping of Share Certificates Book,
- Assists the Company Secretary in preparation of Power of Attorney for her issuance
- Assists the Company Secretary in making of statutory declarations
- Assists the Company Secretary in keeping of register of directors and secretary and
- Assists the Company Secretary in preparation of board papers among other functions.
- Training of new and existing directors on corporate governance, duties and responsibilities of directors etc.
- Advice to directors on legal, governance, accounting and tax implications of proposed policies,
- Monitoring changes in relevant legislation and regulatory environment in the running of companies and taking appropriate action,
- Developing and overseeing the systems that ensure the company complies with the Companies Act and other applicable laws,
- Taking a role in share issues, mergers and takeovers,
- Advice to the company on all company secretarial and governance matters
- Filing of accounts and annual returns at the registry,
- Filing of changes in company directorships and secretaries at the registry,
- Filing of changes in shareholding at the registry,
- Filing of resolutions at the registry,
- Filing of changes in registered offices of company,
- Actual generation and drafting of clauses in agreements in line with the needs and requirements of the company.
- Keeping a log of all contracts and preserving all contracts.
- Ensuring that the company’s interests are protected in contracting.
- Ensuring that the contracts/agreements are acceptable and not entirely one sided by negotiating clauses.
- checking and ensuring that important clauses in all contracts have been included for example, contract price, payment method, delivery date, consequences for breach, dispute resolution, termination clauses, anti bribery and corruption, general business principles, etc.
- Preparing addendums amending, correcting or extending validity of contracts.
- Attendance of contract negotiation meetings.
- Approval of contracts for signature. Basically ensuring that they are within negotiated terms, the law, that due diligence has been conducted etc.
- Commenting on contracts in tender documents and suggesting changes.
- Scrutiny of all securities provided by Buyers to the company to secure credit such as bank guarantees
5. Dispute Resolution/Cases
- Receiving and acting upon all court summons, pleadings and demand letters served upon the company.
- Keeping a diary of all cases that are in court and when they are coming up for hearing.
- Instructing and ensuring that the company is represented in court by competent advocates.
- Ensuring that all documentary and other evidence is well preserved and stored, all files are in place and well updated and coordinating the entire litigation process.
- Making monthly litigation reports to the group legal advisor on the progress of the matters.
- Approval of court pleadings before they are filed in court.
- Preparation of witnesses for hearing- pre trial briefing with the lawyers.
- Accompanying of witnesses to court.
- Arranging and attending strategy meetings with the lawyers on how to proceed.
- Follow up with lawyers on the progress of court matters and pushing them to take certain actions.
- Instructing lawyers to institute cases on behalf of the company.
6. Property Matters
- Ensuring safe storage of title documents by land clerk and legal administrator.
- streamlining ownership of properties through acquisition of titles, registration of transfers, etc.
- Assistance in the drafting of letters of offer in the acquisition of leases.
- Instructing lawyers to draft agreements, leases, charges, discharge of charges among other documents in property matters.
- Conduct of due diligence through official searches on the properties the company intends to lease/purchase.
- Perusal and confirmation of the terms of the conveyancing documents prepared by external lawyers.
- Monitoring payment of rates through the external lawyers, notifying the relevant offices within the company for payment.
- Ensuring that the company’s interests are properly secured for example by registering mortgages and charges over properties where advance payments are paid such as advance rents for leased properties.
- In disposal of properties, advise to the company on the process, legal requirements and documentation.
7. Personal Matters
- Advise to the Company on labour and employment issues.
- Advise to the company on staff disciplinary matters.
- Advise to the Human Resource Manager on compliance with the current Employment Act 2007, Work Injury Benefits Act, Retirement Benefits Act among other laws that may touch on employment.
- Advise to the Company on the interpretation, implementation and ensuring adherence to the Human Resource Manual and Policies.
- Ensuring the adherence by staff to the Human Resource Policy Manual and Regulations and advise to the human resource manager when there is breach
8. Secretarial Services to the Pensions Board
- Arranging and calling the board for statutory board meetings including preparation of agenda, timetable, action points etc
- Arranging and calling the administration committee meetings
- Taking minutes in both meetings and distributing the same
- legal advise to the board on the interpretation of the trust deed and retirement laws
- Assistance in the amendment of the Trust deed to comply with statutory changes
- Drafting of service providers contracts
- Liaising with the administrators in the arrangement of the AGM
- Updating the group pensions advisor on all important issues for example the progress on conversion and other actions.
- Training staff on respective legal requirements for their roles in the company
- Training staff on ABC, Business Principles and other company policies
Job Knowledge, Skills & Experiences:
- Graduate of Law
- Masters in Law or business is an added advantage
- Admitted to the bar- Minimum 10 years’ experience- with current practicing certificate
- Certified Public Secretary
- Must have been in litigation for minimum 5 years
- Worked in a corporate commercial organization
- Ability to work independently
- Demonstration of creativity and initiative
- Capacity for identifying potential legal problems and designing legal solutions
- Demonstrates grit and courage
- Demonstrates the ability to defend and guard the interests of the company jealously
- Business minded
- Working with minimum supervision