Vacancy title:
Head of Legal & Company Secretary

Jobs at:
Umutanguha Finance Company Ltd (UFC)

Deadline of this Job:
15th January 2019

Duty Station:
Rwanda

Summary
Date Posted: 12th December 2018 , Base Salary: Not Disclosed , Employment Type: Full-Time

About the Company

JOB DETAILS:
Head of Legal & Company Secretary

Umutanguha Finance Company Pic (UFC), a microfinance institution operating in Rwanda headquartered in Kigali, Opposite Nyamirambo Stadium, House # 177, KN2 Avenue, P.O Box 2998 Kigali, Tel 0788387730, email: info.hq@ufinance.co.rw wishes to recruit focused, results-oriented and suitably qualified professional to fill the position of “Head of Legal & Company Secretary"
Reporting The Head of Legal and Company Secretary (HL&CS) reports to the CEO

Deadline January 15th, 2019 at 5:00

JOB SUMMARY:
The Head of Legal &Company Secretary has a dual role consisting of (i) having primary responsibility for the Company legal function as head of the legal department and attendee of the Board of Directors’ meeting, and (ii) being responsible for the corporate governance of the Company as Corporate Secretary. The HLO is responsible for overseeing all law-related areas of the operations of the Company, with a focus on banking and financial regulatory matters, legal compliance, development of policies, employment, and labor, litigation and contracts. The HL&CS is responsible for identifying legal risks associated with the operations of the Company and proposing mechanisms for mitigating such risks. This requires the HL&CS to work closely with each of the other officers, and their departments, to appropriately be aware and advice. In collaboration with all senior management of the Company, the HL&CS 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 UFC’s Code of Conduct.

KEY DUTIES AND RESPONSIBILITIES:

Corporate Governance:

• Acting as the Corporate Secretary of the Company
  
• Advising Management and the Board of Directors on the scope of their authority, appropriate decision-making, and legal aspects of their decisions.
  
• Attending all meetings of the Shareholders, Board of Directors and relevant Committees
  
• Leading the scheduling of meetings of the corporate bodies of the Company to ensure compliance with applicable requirements and to ensure that all decisions are adopted in a timely manner and by the appropriate corporate body
  
• Assisting with preparation of the Shareholders Meetings, Board and relevant Committee meetings
  
• Sending meeting notices to all Shareholders, members of the Board and all relevant Committee members, as applicable
  
• Providing guidance to the Management and Board of the Company in the preparation of materials for each meeting
  
• Providing legal advice to the Chair of the Board in the exercise of the Chair's duties
  
• Recording attendance at all Board and Committee meetings
  
• Ensuring that quorum requirements are met and that decisions are adopted in accordance with applicable law and the Company’s constituent documents
  
• Drafting minutes at Shareholders’, Board meetings and applicable Committee meetings and drafting resolutions, as necessary
  
• In coordination with UFC Administration and HR Committee, ensuring 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
  
• Ensuring compliance with applicable laws, regulations, UFC policy, and principles of good corporate governance
  
• Promptly reporting and advising on conflicts of interest in accordance with UFC policies and the Code of Conduct
  
• Advising Board of Directors on their responsibilities, including their fiduciary obligations
  
• Periodically assessing governance practices and Directors‘ performance and recommending ways to improve
  
• Maintaining all corporate records and documenting all corporate decisions
  Compliance with microfinance regulation applicable to the activities and operations of the company
  
• Determining the obligations of the Company based on applicable banking and microfinance legislation and adjusting policies and processes as necessary to reflect such obligations
  
• Staying abreast of changes in applicable banking and microfinance laws and regulation and timely communicating such changes and updates to Management and relevant staff
  
• Reviewing internal documents and policies to ensure they are drafted in accordance with applicable law
  
• Reviewing and preparing, as necessary, contracts and documentation used by the Company in the business of providing financial services to its clients
  
• Assisting in the preparation and drafting of reports and communications to the regulator

Legal support to other areas of the operations of the Company

• As a member of the Senior Management of the Company, offering guidance to the various departments and divisions of the Company and making decisions with the Senior Management to manage the Company’s day-to-day operations
  
• Implementing the instructions of the Board of Directors of the Company concerning the legal aspects of the operations
  
• Providing support to the Company, 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 Company
  
• Providing legal support to determine the best hiring structure
  
• Engaging with tax experts as necessary in order to provide advice as to tax liabilities and practices of the Company, including those related to transactions with local and foreign third parties and proposing ways to structure such transactions in order to obtain the best tax treatment available under applicable law
  
• Reviewing and drafting documentation related to the implementation of potential projects by the Company, including grant agreements and partnerships with third parties
  
• Reviewing and negotiating (in coordination with UFC CIALCO and the CEO) loan agreements and other arrangements for the financing of the operations of the Company
  
• Providing legal opinions based on local law regarding various aspects of the operations of the Company
  
• Identifying legal risks associated with the operations of the Company and proposing mechanisms for mitigating them
  
• Reviewing and drafting documentation and contracts related to the day-to-day activities of the Company, especially loans to the Company's clients but also including other documents such as leases, sales, and services agreements, ensuring that the documentation protects the Company’s interests and complies with applicable law
  
• Staying abreast of the laws and regulations applicable to the Company
  
• Assisting in the process of legalization and authentication of documents prepared or to be used abroad
  
• Providing training to staff on various areas relevant for the Company’s operations
  
• Assisting the CEO to give feedback to various correspondences IV. Representation of the Company before courts and administrative agencies
  
• Identifying and hiring the services of outside advocates, as needed, overseeing outside advocates’ work and billing
  
• Coordinating and overseeing the representation of the Company before local authorities and courts, as required
  
• Maintaining resources and overseeing collection litigation and fraud prosecution, in keeping with UFC practices and policies
  
• Coordinating and overseeing the pursuit of claims by the Company as applicable, and defending the Company against claims by third parties
  
• Organizing and supervising the legal support provided to the Company
  
• Identifying and hiring the services of outside legal advice, as needed, overseeing outside advice’s work and billing
  
• Providing periodical reports on activities and projects to the Chief Executive Officer, the Board of directors and its Committees and UFC impact’s General Counsel
  
• Developing a strategic vision and plan for the legal function, including its staffing so that the function appropriately aligns with, and supports the operations of the Company
  
• Coordinating and supervising the work of other attorneys and legal staff providing legal services to the Company. - Other duties may be assigned

Skills Required:

• Law degree; Postgraduate diploma (LL.M) preferred
  
• Have proficient knowledge on the use of Microsoft Office packages.
  
• Good Communication and interpersonal skills
  
• Analytical and Problem Solving
  
• Strong writing and communication abilities in Kinyarwanda and English as well as a working knowledge in French
  
• Experience in Microfinance, finance and banking operations preferable
  
• Experience in corporate law
  
• Experience in litigation and labor law preferred