Head, Legal and Company Secretary

Purpose

• Provide Legal support to the business segments, senior management and functions
• Maintain oversight for and mitigate legal risk.
• Ensure proactive and effective management of legal and related risks.
• Ensure management appreciation of legal related risks and potential areas of risk and to engender discipline to ensure avoidance of behaviour which opens up the Bank to legal risk.
• Ensure oversight for third party legal service providers to ensure quality and effective representation to the Bank.
• Protect the Bank’s reputation through avoidance of regulatory actions arising from failure to adhere to good corporate governance and to proactively resolve legal disputes when they arise.
• Provide up-to-date and relevant guidance on the application and interpretation of laws, regulations and policies applicable to the business and functions.
• Act as a central point of reference for the Group and Regional General Counsel and members of the Legal Management Team.
• Serve as the Company Secretary to the Board and Board Committees of Standard Chartered Bank Nominee company.
• Drive high standards of corporate governance and deliver key priorities and initiatives, aligned to the Group Corporate Secretariat’s performance scorecard.
• Manage the legal Budget and target cost save opportunities.

Generic

• Drive the development and maintenance of good relationships with internal and external business stakeholders at appropriate levels ensuring an open and co-operative environment.
• Provide timely legal advice, briefings and recommendations on key legal issues to stakeholders, including applicable legislation and banking codes.
• Raise awareness of legal risks and issues within the business through targeted training and knowledge sharing.
• Contribute to the risk governance of Team Legal by being the policy expert in country and by providing a country perspective on Group risk policies and procedures.  Ensure there is a consistent approach in the country to legal risk management.
• Ensure that all relevant Group policies are adopted, and all relevant business policies are adopted.
• Responsible for rolling out Legal risk policies and procedures, ensuring that senior management fully understand the scope and requirements of Legal related policies and that all necessary dispensations are in place and current.
• Share best practice throughout the region through the Head of Legal, Southern Africa.
• Ensure a consistent approach to management of Legal related issues in Zambia

Legal

• Manage all legal issues in Zambia and ensure that transactions and cases are executed in a timely and effective manner.
• Support and facilitate internal product development through the products approval process.
• Use technical knowledge of all business products to provide sound, technical product, legal and transactional advice to the business and to anticipate and communicate in a timely fashion the impact of legal developments on the business.  Develop appropriate forms of documentation for products and transactions in Angola.
• Manage the process of engaging external counsel, including effective instructions to external counsel and negotiating appropriate fee structures for the transaction / case in question.
• Lead in the proactive and strategic identification of legal risks at a country level.
• Prepare regular and accurate country legal risk reports that provide clear analysis.
• Communicate identified risks to country, business and regional stakeholders and influence stakeholders to improve legal risk controls and governance at a country level.
• Develop and maintain a legal training plan for legal team and stakeholders.
• Ensure robust Legal support is provided in Zambia.

Strategy

• Contribute to the Bank’s drive to proactively and tightly manage risk, further deepen controls, and demonstrate the highest level of ethics and integrity.
• Support regaining the trust of our regulators and the wider business community through proactive regulatory engagement in collaboration with CFCC.
• Collaborate across the Bank in pursuing the objective to achieve FCR excellence through execution and delivery of robust controls

Business

• Support the business segments build a profitable growth business through:
• Ensuring tight legal controls, robust advice on transactions, quick turnaround of work and cost discipline;
• Development of a culture of legal awareness in the business approach to avoid losses on avoidable legal matters; and
• Progressively reducing legal spend on external legal counsel through development of internal expertise and doing more in-house.

Processes

The following process falls within the risk universe for which the role is Process Owner:

• Managing domestic court and/ or production orders throughout the bank.

The following risk fall within the risk universe for which the role is Risk Control Owner:

• Legal enforceability (Potential for loss due to failure to protect legally the Group’s interests or from difficulty in enforcing the Group’s rights).

People and Talent

Develop talent through:

• Rigorous identification of High Performance, High Potential Individuals (9 box).
• Identifying critical resources and hot skills to be ‘Ring Fenced’.
• Robust succession planning.
• Creating opportunities for STAs and engagement opportunities with senior Legal (and other business and function) staff.
• Creating opportunities for leadership Development Programs.
• Focusing on talent identification and acquisition.
• Leading through example and building the appropriate culture and values.  Setting appropriate tone and expectations from the team and work in collaboration with risk and control partners.
• Constantly Reviewing team structure/capacity plans.
• Setting and monitoring job descriptions and objectives for direct reports and providing feedback and rewards in line with their performance against those responsibilities and objectives.

Risk Management

• Act as the Legal risk control owner under the Group’s ERMF as the SME for Legal enforceability risk. Ensure a full understanding of the risk and control environment in area of responsibility
• Provide leadership in the Legal team to comply with the highest standards of regulatory and business conduct and practices as defined by internal and external requirements. Understand and ensure compliance with, in letter and spirit, all applicable laws, regulations and guidelines including those governing securities activities, company law, anti-money laundering, terrorist financing and sanctions; the Group’s policies and procedures; and the Group Code of Conduct.  Take responsibility for understanding the risk and compliance requirements of the role. Effectively and collaboratively identify, escalate, mitigate and resolve risk and compliance matters.
• Be clear on the Group’s corporate governance approach, requirements and operational risk framework, and provide assurance on compliance with the Non-Banking Subsidiary Governance Policy requirements and minimum standards.

Governance

• Responsible for assessing the effectiveness of the firm’s Legal related arrangements to deliver effective governance, oversight and controls in the business and, if necessary, oversee changes in these areas
• Develop and maintain awareness and understanding of the regulatory framework in which the firm operates, and the regulatory requirements and expectations relevant to the role
• Responsible for delivering ‘effective governance’; capability to challenge fellow executives effectively; and willingness to work with any local regulators in an open and cooperative manner.
• Provide unified leadership and ensure strong end to end governance across all matters related to the company.

Corporate Secretariat

• Provide advice to the Directors, INEDs and Accountable Executives on board/ board committee agendas to ensure the directors have the right information to make the decisions/ approvals being requested in the nominee company board meetings.
• Work closely with the Chief Executive Officer and Regional Cosec to develop, maintain and execute on a robust board succession plan.
• Deliver a tailored induction programme for all newly appointed directors within three months of appointment including relevant training on the product and legislation.
• Consult, guide and advise the directors on relevant ongoing training in respect to fiduciary duties, director responsibilities and liabilities, governance developments/ issues, strategic priorities and risk management principles. Maintain a log of all training completed.
• Be a ‘trusted advisor’ to the directors and INEDs and be their point of contact for all corporate governance and board related matters.
• Support the Chief Executive Officer in establishing and maintaining a robust relationship with independent non-executive directors
• Ensure Group led ‘linkages’ initiatives are fully supported by the directors. Proactively provide information of significance to the Independent Directors, particularly in respect to public information about the Group or any matter that is likely to be reported in the public domain. Work closely with the Chief Executive Officer and liaise with the Regional Head, COSEC to ensure alignment.
• Provide advice and work with the Chairman to ensure a board evaluation is conducted on an annual basis and follow up actions are implemented even though not required for South Africa.
• Manage all entities in Blueprint where named as the Responsible Person (“RP”) and ensure that Blueprint is always maintained and accurate.
• Provide guidance to all Accountable Executives (AE) in the country so they fully understand their responsibilities and complete their six-monthly reports to the Governing Chief Executive Officer.
• Provide advice to all stakeholders on corporate authorities and work closely with the senior management to ensure relevant board and committee approvals are obtained on a timely basis.
• Ensure that all senior managers clearly understand the sources of authority framework and the process for obtaining approval authority and demonstrating evidence as appropriate to external third parties (includes advisory on the Group Authorised Signatory Book, Group Delegated Authorities Manual and Power of Attorney Policy).

Regulatory & Business conduct

• Display exemplary conduct and live by the Group’s Values and Code of Conduct.
• Take responsibility for embedding the highest standards of ethics, including regulatory and business conduct, across Standard Chartered Bank. This includes understanding and ensuring compliance with, in letter and spirit, all applicable laws, regulations, guidelines and the Group Code of Conduct.
• Lead the Legal team to achieve the outcomes set out in the Bank’s Conduct Principles: [Fair Outcomes for Clients; Financial Crime Prevention; The Right Environment.]
• Effectively and collaboratively identify, escalate, mitigate and resolve risk, conduct and compliance matters.
• Exercise authorities delegated by the Board of Directors and act in accordance with Articles of Association (or equivalent)
• Embed the Group’s Values and Group Code of Conduct to ensure adherence with the highest standards of ethics.  Comply with relevant policies, processes and regulations, as part of the culture.  Lead by example by displaying exemplary conduct behaviours and take personal responsibility for:
  • The conduct of individuals in the Legal team ensuring behaviours set out in the Group Code of Conduct are followed.
  •  Legal achieving the outcomes set out in the Conduct Principals and Pillars.
  • Both direct and indirect/dotted line managers are individually accountable to proactively communicate, collaborate and agree on the conduct ratings of employees.

The role of Head of Legal and Company Secretary   is designated as an executive officer role in terms of the Banking Act. A principal officer owes a fiduciary duty and a duty of care and skill to the Bank, and has (a) a duty to- act bona fide in the interests of the Bank, its depositors and shareholders (b) avoid any conflict between his or her personal interests and the interests of the Bank its depositors and shareholders (c) possess and maintain the knowledge and skill that may reasonably be expected of a person holding a similar appointment and (d) exercise care in the carrying out of his or her functions in relation to the Bank as may reasonably be expected of a diligent person who holds the same appointment and who possesses both the knowledge and skill.

Key Stakeholders

• Chairman of the Board
•  CEO Zambia
• Other Board members
• Executive Committee (CMT) members
• Head of Legal, Southern Africa
• Head of COSEC AME
• AME Legal Management Team
• Corporate Affairs Zambia
• Business contacts within SCB (from a consultative perspective)
• Financial Services and other relevant Regulators
• Other relevant Group departments where applicable
• External service providers where applicable

Other Responsibilities

• Embed Group’s brand and values in the Legal team,
• Perform other responsibilities assigned under Group, Country, Business or Functional policies and procedures.
• Ensure the Legal team achieves objectives and goals as agreed with stakeholders

• Qualified Senior Lawyer
• Admission to the Law association of Zambia
• Minimum of 5 years’post qualification experience
• High level communication skills (English)
• Strong interpersonal skills
• Excellent written skills (English)