For a large international consumer products company in Lagos, Nigeria. The Company Secretary & Legal Counsel reports directly to the Managing Director in Nigeria and has a functional reporting line to Corporate Legal at HQ in Europe.
Purpose of the Job:
Responsible for the Legal and Company Secretarial function in Nigeria under the oversight of the managing director of Nigeria. The responsibilities as the Company Secretary concern four main areas to ensure compliance of all corporate matters relating to the Board, the Company, the Shareholders and the Audit Committee and Nigerian corporate laws. The responsibilities as the Legal Manager concern three main areas: compliance, taking leadership in safeguarding the company from legal risks and ensuring an efficient way of working of the legal function in the company. Further the role must align the priorities of the function with the strategy of the company and help support opportunities for organizational growth.
– Potential material implications resulting from the company’s non-compliance with laws and regulations: reputational risks and penalties;
– Change management; leadership;
– Continuous balancing act between optimal legal protection and immediate commercial interests.
– Complexity in managing a broad portfolio of commercial dealings (focus) and establishing a cost effective and efficient way of working with the business (supporting the strategy of the company).
(i) maintain in depth current understanding of the company’s products and activities as well as relevant laws and regulations governing them;
(ii) Pro-actively and re-actively advise, partner and support company management and local management in the region on legal risks;
(iii) Spread and adhere to the policies of Corporate Legal (Corporate Manual);
(iii) monitor changes in relevant laws and regulations and trends in industry standards and evaluate implications of these changes.
(iv) identify key compliance weaknesses, develop recommendations for addressing these and improving operations;
(v) liaise with the Corporate compliance manager on the implementation of the global compliance program, that encompasses inter alia fair competition, privacy, honest business conduct;
(vi) develop and foster commitment of company management and employees to the global compliance program;
(vii) develop training material and conduct training to enhance awareness of legal and compliance risks
Contracts and litigation matters:
(viii) Safeguard the company from legal risks through legal advice in commercial matters (distribution, sale, procurement and e-commerce) and litigation in line with local legislation;
(ix) Use of standard templates adapted to local law where necessary;
(x) Develop training materials and conduct training to enhance awareness on legal matters (marketing, commercial contracting, e-commerce)
(xi) Ensure that the Corporate Legal department of the company is updated on all significant legal claims including litigation.
Company Secretary matters:
(x) Ensure full compliance with Nigerian corporate requirements pursuant to the Companies and Allied Matters Act and related laws.
(xi) Act as secretary of the company’s audit committee; prepare and disseminate notices, agenda and minutes of meetings of shareholders, board of directors and other corporate bodies in compliance with applicable laws and regulations.
(xii) Maintain proper administration and statutory records
(xiii) Assist in the preparation and timely publication of the Company’s Annual Report, Circular to Shareholders and Annual General Meeting.
(xii) Submit the required corporate documents at the Corporate Affairs Commission and other regulatory institutions, as well as the Corporate Legal department of the company
• Able to translate business needs into contracts and to translate legal requirements for practical application in the business.
• Good influencing skills beyond content driven arguments and is able to appeal to interest, culture and level of others
• A hands-on attitude and pragmatic approach with a critical eye towards risk and ethical issues
• Good business sense, able to act as a business partner with excellent communication skills
• Analytical skills and ability to exercise sound judgment. Able to evaluate and weigh multiple inputs and impacts of any particular decision or course of action.
• Willing to learn and ambitious
• First class written and verbal communication and presentation skills.
• Academic legal degree
• Experienced (8+ yrs) in international commercial legal environment and with compliance management, preferably in a large multinational
• Experienced with contract drafting and litigation matters
• Experience with Company Secretary matters
• Understanding principles of a complex organization with business structures
• Fluent English