Purpose of the Role:
The Manager, Legal, Stock Exchange & Board Affairs provides confidential legal, regulatory and board support to the Assistant Group Corporate Secretary. The incumbent will be required to consult and collaborate with management, external parties including regulators and shareholders to ensure successful delivery in the following main areas of responsibility:
- Legal Affairs - assists with the review and execution of documents presented for execution in accordance with the authorized signatures list and department procedures. Assists with the review and update to the related party list for the Group and procedures established for the Legal department.
- Board Affairs - provides support to the Assistant Group Corporate Secretary in the preparation of Board of Directors, committee meetings, and annual meetings, including the planning, arranging logistics, preparation and circulation of meeting materials attending the meetings (if required), and ensuring minutes are recorded in the absence of the Assistant Group Corporate Secretary.
- Stock Exchange - provides assistance in maintaining regulatory compliance by assisting with regulatory filings and developing a relationship with the registrar & transfer agent, regulators and shareholders.
- Reporting - provides assistance in completing filings with parent company.
As a subject matter expert, promotes a culture of compliance, and provides counsel on the implementation of the most effective approach related to procedures, documentation and controls, regulatory compliance and board affairs, specifically:
- Supports the Assistant Group Corporate Secretary with the preparation of and administration of all Board of Directors and Board Committee meetings for FirstCaribbean International Bank Limited and the Barbados entities.
- Supports the General Counsel / Assistant Group Corporate Secretary with the preparation of Board meeting agendas, meeting schedules, board papers and meeting arrangements, including:
- Playing a key role in the preparation of material for the meetings including providing support internally and to the Chair, directors and other stakeholders.
- Assisting with the preparation and management of rolling agendas and trackers to ensure accurate reflection of matters for submission at allocated Board Committee meetings.
- Assisting with drafting agendas, resolutions, minutes, annual report governance statement, management proxy circular, directors report and completes regulatory filings.
- Assists with the review and maintenance of corporate records for the group, reviewing corporate documents to ensure compliance and obtaining certificates of good standing, and by filing documents at the companies registry in Barbados and regional (through the Bank’s attorneys).
- Develops and manages a process for ensuring the safeguard of corporate records, corporate seals, key management for the Legal department.
- Manages the update to authorised signature and related party lists:
- Under the guidance of the Assistant Group Corporate Secretary, liaises with corporate secretaries for updates and supporting documentation in relation to the signature list.
- Updates the list and obtains sign off from the Assistant Group Corporate Secretary for posting to the Legal microsite on the intranet.
- Provides advice internally on the names of persons who can execute documents in accordance with the list.
- Requests corporate secretaries to reach out to directors for updates to their related parties, updates the lists and obtains sign off from the Assistant Group Corporate Secretary for circulation internally.
- Assists with the management of and the retention of corporate records by coordinating ongoing review of records and ensuring that the material is easily retrievable to satisfy regulatory, auditor and shareholder requests.
- Assists with administering the Board portal and performs the role of administrator along with the Assistant Group Corporate Secretary; including adding and deleting users, giving advice to users, adding and removing material using the applicable permissions by user and ensuring that confidentiality is maintained.
- Provides support to the General Counsel / Assistant Group Corporate Secretary to ensure subsidiary boards are run in accordance with the Chair, CEO and corporate governance requirements by liaising and following up with corporate secretaries to ensure that the requirements are met, e.g. special documents and policies presented to boards, standardized agendas used.
- Reviews and ensures that the related party and authorized signature lists are maintained in accordance with internal policies.
- Assists with the review of procedures established in the Legal department by looking at current procedures on an annual basis and makes recommendations on simplification or amendments to procedures, based on changes in the regulatory framework or changes to bank policies.
- Functions in the absence of the Assistant Group Corporate Secretary.
- Provides support to ensure that regulatory and corporate governance requirements are met and post board meeting regulatory filings are met and that there is adherence to the subsidiary governance framework:
- Assists with the completion of regulatory filings.
- Compiles material arising from Board of Directors meetings required for submission to regulators.
- Assists with the update of documentation required under the subsidiary governance framework.
- Assists with ensuring that FirstCaribbean is following and maintaining its governance framework, parent company subsidiary governance framework, by-laws and corporate governance documents by reviewing legislation, corporate governance guidelines / recommendations and other rules and regulations of stock exchanges and other regulators and amendments as they occur:
- On the direction of the Assistant Group Corporate Secretary, assists with the review of regulatory updates and changes to legislation to determine changes that will impact FirstCaribbean and require changes to reporting, or internal procedures.
- Ensures post-board central bank / other regulatory requirements are completed.
- Assists with review and update to board and committee mandates.
- Attends meetings with the Assistant Group Corporate Secretary and management and develops mandate trackers and agendas. Follows up with management and provides advice on mandate / tracker items in relation to agenda items.
- Liaises with the Barbados Stock Exchange and Barbados Central Depository Inc. and other depositories if required, in relation to all dividend payments, shareholder queries:
- Assists with the resolution of shareholder queries including the non-receipt of, or re-issue of dividend payment requests, change to method of payment of dividends.
- Seeks information from the Barbados Stock Exchange and / or the Barbados Central Securities Depository Inc. to aid the Assistant Group Corporate Secretary to respond to and resolve shareholder issues in a timely manner.
- Assists with the renewal of the contract with Barbados Central Securities Depository Inc. on an annual basis, ensuring that the terms and conditions are adhered to:
- Assists with the review of the contract to see whether the registrar is fulfilling its duties and discusses with the Assistant Group Corporate Secretary any performance issues that impact shareholders and lead to reputational harm.
- Assists with the annual report process and liaises with the Corporate Communications team and the Stock Exchange to ensure completion of the annual report and timely mailing to shareholders, including:
- Assisting with the update to the corporate governance statement in the annual report making changes year on year.
- Collating information from directors and executives.
- Following up on information not received within timelines set.
- Distributing the initial information provided by Legal to the Corporate Communications.
- Assisting with the proofreading of the report.
- Reaching out to directors to obtain updates to personal information for inclusion in the annual report and for confirmation of meeting attendance.
- Ensuring responses are received to meet timelines of the annual report.
- Assists with compliance to business continuity requirements through the review and updating of business continuity documentation, testing call trees, etc., to ensure BCP remains up to date.
- Assists with the preparation of new regulatory applications based on requests received from the business. Looks at the legislation or other regulatory requirements to see what forms are to be completed and the documentation need to support the application and assists with a first draft of the application for review and approval by the business / Assistant Group Corporate Secretary.
- Other tasks as assigned by the Assistant Group Corporate Secretary relating to Board, Stock Exchange and Legal matters.
Critical Knowledge & Skills Required:
- An understanding of the legislative framework in order to provide analysis and advice on changes in the legislative framework under which the organisation presently operates.
- Comprehensive and current knowledge of specialty area and related fields, including the policies and practices of the securities industry.
- Good knowledge of corporate governance.
- Good knowledge of the Bank’s external business relationships and their executive personnel.
- In depth knowledge of the Bank and its organizational structure.
- Working knowledge of and comfortable reviewing regulations pertinent to the stock exchange requirement, central banks and securities commissions for publicly listed companies.
- Ability to work with directors and senior executives.
- Excellent organisational and time management skills.
- Excellent computer skills including ability to function in Microsoft Office (Word, Excel, PowerPoint) Outlook, Internet Explorer.
- Good communication skills, both verbal and written, with the ability to interact with a wide range of individuals.
- Ability to multi-task.
- Focused attention / attention to detail required.
- University degree (Law degree would be an asset).
- Corporate Secretarial experience.
- Minimum of five years’ experience in administration at a senior level, with direct exposure to Board, executive management and regulators.
- Five years’ experience in working in a regulated publicly listed entity.
Position reports to: Assistant Group Corporate Secretary
Expiry Date: 05 aug 2020