Background

To lead the legal entity's Corporate Governance Strategy & Company Secretarial function within the Bank on all governance advisory matters, ensuring compliance with best practice on all legislative and regulatory matters.

Key Responsibilities

Responsibilities/Key Deliverables:

• Advise the embedded Executive Committee on the regulatory universe and all relevant Corporate Governance frameworks, standards and procedures to ensure strategic and operational plans meet regulatory and legislative requirements.
• Assume responsibility for correspondence, collating information and writing reports to ensure decisions made are communicated to relevant company stakeholders.
• Set the budget for the embedded Corporate Governance function and monitor and control expenditure relative to budget to ensure sound financial practices and cost control.
• Attend board, board committee and management committee meetings; produce accurate and succinct minutes within agreed service levels.
• Build and maintain effective relationships with relevant regulators and stakeholders on all areas of responsibility.
• Certify and lodge the Annual Report with the Registrar of Companies, together with all required returns, ensuring they are true, correct and up to date; complete, consolidate and submit all required regulatory reports.
• Consult the relevant Centres of Excellence and provide advice during the development and updating of policies, procedures and training material.
• Define and maintain the data model for the embedded Corporate Governance function in adherence to the Bank's data security standards.
• Drive and complete high-quality reporting to ensure assurance, consistent feedback and escalation of Corporate Governance issues to the relevant boards and executive committees.
• Drive and implement the People plan with support from the People & Culture Function, identifying current and potential employee skill requirements.
• Establish the technological requirements of the embedded Corporate Governance function to ensure systems adequately support operational needs.
• Lead and drive participation in effective governance structures to meet requirements imposed by government bodies, industry mandates or internal policies; act as conduit for regulatory inspections and information requests.
• Keep abreast of and analyze regulatory and legislative developments applicable to the business, delivering expert advice to the Executive Committee.
• Lead engagements with external regulators and advisers, such as lawyers and auditors, to resolve complex Corporate Governance issues.
• Lead the Corporate Governance Function according to lean leadership and employee engagement principles across the full employee lifecycle.
• Lead the embedded Company Secretary Function through development and execution of a Functional Governance Plan and implementation of Governance frameworks, policies and standards.
• Lead engagements with the Chairperson and Chief Executive to develop the annual board plan and administer other strategic board-level matters.
• Maintain an in-depth understanding of the entire business function by consistently engaging with executive committee members to implement the Corporate Governance plan.
• Monitor and control completion of annual board and individual director self-assessments, summarizing results for board discussion and forwarding findings to the Governance Office.
• Monitor and control board and committee procedures to ensure compliance with their mandates, reviewed and adopted annually; maintain statutory books, including registers of members, directors and secretaries.
• Monitor changes in directors' fees annually and provide reports and recommendations, supported by market surveys, to the Board Remunerations Committee and Governance Office.
• Schedule board, board committee and management committee meetings; agree agendas with the Chairperson and Chief Executive; collate and distribute papers.
• Review Corporate Governance frameworks, standards and procedures and advise on customization or amendment where necessary; input on drafting of proposed regulatory requirements.
• Provide guidance and specialist advice to the Chairperson, Chief Executive and board committees on discharging their duties to the highest standards of Corporate Governance.
• Provide advice to management, relevant committees and employees on resolution of audit or review findings relating to complex Corporate Governance issues.
• Provide a central source of guidance and advice to the board on matters of ethics and good governance.
• Provide governance advisory to new directors as part of formal induction, and guide them in resolving complex Corporate Governance matters.
• Prepare and present formal responses on behalf of the Bank to requests from local regulators and supervisors in Uganda.
• Participate in and represent the business at relevant business unit committees to gain full understanding of business activities and provide critical advice.
• At least once every two years, review the company's Memorandum and Articles of Association and submit approved changes to the AGM/EGM for adoption.
• Monitor the overall implementation of the Subsidiary Governance Framework and adherence to required standards across the business function.

Education & Requirements

Education:

• Bachelor's Degree in Law (LLB), Business Administration, Finance and Accounting, or a related field.
• Postgraduate qualification in Law is an added advantage.

Additional Details

Skills & Experience:

• 3–4 years' demonstrated ability to embed Legal and Risk Management processes as required by relevant regulatory requirements, applicable codes of conduct and minimum standards.
• A minimum of 10 years' post-graduation experience within the Financial Services Industry, with at least 5 years at senior management level.
• Ability to provide guidance to senior and executive leaders and board members on provisions of the law and other regulations.
• Ability to understand business operations and opportunities within the law.

Business Behaviors:

• Challenging Ideas: Prepared to disagree and question assumptions; challenges established views; comfortable arguing own perspective.
• Convincing People: Comfortable persuading others; shapes opinions by being outspoken; seeks to negotiate with others.
• Developing Expertise: Open to learning opportunities; quick in acquiring knowledge and skills; updates specialist knowledge.
• Developing Strategies: Focused on developing strategies; thinks long term and anticipates trends; envisages the future with a visionary approach.
• Directing People: Comfortable leading people; coordinates and directs groups; seeks to control things.
• Embracing Change: Copes with change and variety; tolerates uncertainty and ambiguity; adapts to new challenges.
• Empowering Individuals: Motivates by empowering individuals; inspires people and groups; encourages others.
• Exploring Possibilities: Conceptual in developing ideas; applies theories to problem solving; learns by identifying underlying principles.
• Making Decisions: Determined and decisive; willingly assumes responsibility; stands by own decisions
• Providing Insights: Focused on continuous improvement; identifies key issues; makes intuitive judgements.
• Upholding Standards: Behaves ethically and justly; discreet and maintains confidentiality; acts with integrity.
• Valuing Individuals: Shows consideration towards others; tolerates differences in people; values and trusts people.

• Advise the embedded Executive Committee on the regulatory universe and all relevant Corporate Governance frameworks, standards and procedures to ensure strategic and operational plans meet regulatory and legislative requirements.
• Assume responsibility for correspondence, collating information and writing reports to ensure decisions made are communicated to relevant company stakeholders.
• Set the budget for the embedded Corporate Governance function and monitor and control expenditure relative to budget to ensure sound financial practices and cost control.
• Attend board, board committee and management committee meetings; produce accurate and succinct minutes within agreed service levels.
• Build and maintain effective relationships with relevant regulators and stakeholders on all areas of responsibility.
• Certify and lodge the Annual Report with the Registrar of Companies, together with all required returns, ensuring they are true, correct and up to date; complete, consolidate and submit all required regulatory reports.
• Consult the relevant Centres of Excellence and provide advice during the development and updating of policies, procedures and training material.
• Define and maintain the data model for the embedded Corporate Governance function in adherence to the Bank's data security standards.
• Drive and complete high-quality reporting to ensure assurance, consistent feedback and escalation of Corporate Governance issues to the relevant boards and executive committees.
• Drive and implement the People plan with support from the People & Culture Function, identifying current and potential employee skill requirements.
• Establish the technological requirements of the embedded Corporate Governance function to ensure systems adequately support operational needs.
• Lead and drive participation in effective governance structures to meet requirements imposed by government bodies, industry mandates or internal policies; act as conduit for regulatory inspections and information requests.
• Keep abreast of and analyze regulatory and legislative developments applicable to the business, delivering expert advice to the Executive Committee.
• Lead engagements with external regulators and advisers, such as lawyers and auditors, to resolve complex Corporate Governance issues.
• Lead the Corporate Governance Function according to lean leadership and employee engagement principles across the full employee lifecycle.
• Lead the embedded Company Secretary Function through development and execution of a Functional Governance Plan and implementation of Governance frameworks, policies and standards.
• Lead engagements with the Chairperson and Chief Executive to develop the annual board plan and administer other strategic board-level matters.
• Maintain an in-depth understanding of the entire business function by consistently engaging with executive committee members to implement the Corporate Governance plan.
• Monitor and control completion of annual board and individual director self-assessments, summarizing results for board discussion and forwarding findings to the Governance Office.
• Monitor and control board and committee procedures to ensure compliance with their mandates, reviewed and adopted annually; maintain statutory books, including registers of members, directors and secretaries.
• Monitor changes in directors' fees annually and provide reports and recommendations, supported by market surveys, to the Board Remunerations Committee and Governance Office.
• Schedule board, board committee and management committee meetings; agree agendas with the Chairperson and Chief Executive; collate and distribute papers.
• Review Corporate Governance frameworks, standards and procedures and advise on customization or amendment where necessary; input on drafting of proposed regulatory requirements.
• Provide guidance and specialist advice to the Chairperson, Chief Executive and board committees on discharging their duties to the highest standards of Corporate Governance.
• Provide advice to management, relevant committees and employees on resolution of audit or review findings relating to complex Corporate Governance issues.
• Provide a central source of guidance and advice to the board on matters of ethics and good governance.
• Provide governance advisory to new directors as part of formal induction, and guide them in resolving complex Corporate Governance matters.
• Prepare and present formal responses on behalf of the Bank to requests from local regulators and supervisors in Uganda.
• Participate in and represent the business at relevant business unit committees to gain full understanding of business activities and provide critical advice.
• At least once every two years, review the company's Memorandum and Articles of Association and submit approved changes to the AGM/EGM for adoption.
• Monitor the overall implementation of the Subsidiary Governance Framework and adherence to required standards across the business function.

• Demonstrated ability to embed Legal and Risk Management processes
• Ability to provide guidance to senior and executive leaders and board members on provisions of the law and other regulations
• Ability to understand business operations and opportunities within the law
• Challenging Ideas
• Convincing People
• Developing Expertise
• Developing Strategies
• Directing People
• Embracing Change
• Empowering Individuals
• Exploring Possibilities
• Making Decisions
• Providing Insights
• Upholding Standards
• Valuing Individuals

• Bachelor's Degree in Law (LLB), Business Administration, Finance and Accounting, or a related field.
• Postgraduate qualification in Law is an added advantage.