Company Secretary and Legal Manager at Britam

Company Secretary and Legal Manager at Britam

Dar es Salaam

Job Description

The role holder will be responsible for assisting the Chief Executive Officer in implementing policies and procedures to ensure the business remains fully compliant with all Laws as well as providing Company Secretarial services and ensures that the Board and Committee members receive the support and advice necessary for them to discharge their duties. The incumbent will report to the Chief Executive Officer.

This role has a functional reporting line to the Group Legal & Compliance Director.

Key responsibilities

Legal Responsibilities

• Advise division on all matters touching on the law
• Review newly instituted matters and advise management
• Research and interpret regulatory requirements of new products and/or services
• Provide assistance to the operational areas with day-to-day regulatory compliance issues
• Assist with handling more complex Insurance regulatory compliance issues
• Keep current on national requirements regarding legal and communicate issues and new statutory developments to executive team.
• Provide high quality legal opinions to enable effective management of legal risks
• Prepare agreement for appointment of advocates
• Receive final ruling and ensures it is captured
• Negotiating out of court settlements with a view of saving costs within set targets
• Pursue recovery with other insurance companies/third parties and ensuring none of the matters expires
• Approving payment of legal fees and judgments and or discharge Vouchers within TATs as per SODA
• Securities perfection (Mortgages, plot loan etc.) and ensuring Britam is protected at all times
• Ensure safe custody of the insurance instruments and documents such as organization seal, charged documents and suit papers, and ensure confidentiality and privacy of all legal data of the business
• Provide legal advice to the division on all legal matters related to its activities and mandate premised on a platform that is well researched, reasoned, and timely
• Ensuring insurance business is compliant with all statutory requirements.
• Advising management on the interpretation, impact and effect of the relevant laws and general conditions affecting their various areas of operation;
• Providing strategic legal advice, including advice on business and product development
• Liaison with the various regulatory agencies, including but not limited to IRA
• Ensuring the reserves are updated in a timely manner and participates in any reserves review activities.
• Ensure timely update of all operational data/registers
• Respond to demand letters and making best efforts to sort out disputes before they are referred to a court of law
• Liaise with external lawyers on conduct of court matters;
  Preparation of weekly & monthly legal reports/presentation
• Liaise with company staff on required documentation, witnesses etc. with respect to matters in court;
• Delegated Authority: As per the approved Delegated Authority Matrix
• Perform any other duties as may be assigned from time to time

Company Secretarial responsibilities

• Provide guidance to the Board and Board Members individually and jointly on their duties, responsibilities, and powers; and how these should be exercised in the best interest of the Company.
• Coordinate Board and Board Committee meetings and AGMs as well as attend and take minutes at the meetings, ensuring high-quality minute taking on a timely basis with all actions clearly documented and proactively followed up.
• Ensuring that the Minutes of the Board and the Committees served by the Company Secretary are promptly prepared and circulated.
• Work closely with the CEO and Chairman of the Board to facilitate any Board approvals and draft/review resolutions in relation to proposed corporate actions and capital transactions, debt program renewals and reviews, including all major changes that require Board oversight.
• Providing secretarial services to the Board including ensuring that the Board Work Plan is prepared and adhered to, circulating Board papers in advance of meetings, keeping a record of attendance at meetings and reporting to the Board the usage of the seal.
• Updating corporate registers and overseeing the audit of the company registers and ownership structures
• Maintaining and updating the Board and Committee Charters.
• Ensuring that the relevant annual returns are promptly filed with the relevant authorities.
• Ensures that all Company legal and statutory documents are kept in safe custody.
• Ensures compliance with the Company Act requirements, the Memorandum and Articles of
• Association, the Shareholders Agreement and other applicable governance documents.
• Work closely with the Britam Group Head of Corporate Governance to ensure that exemplary governance standards are consistently maintained by the Company in accordance with Britam Plc Group Governance Policy, relevant local laws, regulations and governance codes as well as applicable international/global best practices.
• Provide advice/guidance to the Board Chair and CEO on governance procedures and best practice, ensuring compliance with the Company policies, regulatory requirements, and applicable legislation

Compliance responsibilities

• Ensure financial crime compliance programs are implemented including AML, Anti-bribery, Counter-terrorist financing, sanctions etc.
• Maintain an up-to-date high level of knowledge and understanding of country regulations, internal policies and procedures on AML, Anti-bribery, Treating Customers Fairly, Data
• Privacy, and implications on business activities
• Work closely with the Country EXCO to ensure all business processes are compliant with policies and procedures
• Work closely with Risk & Internal Audit to ensure regulatory and statutory compliance and avert risks that may result from non-compliance
• Compile the compliance obligations register incorporating the RACI matrix and communicates statutory requirements
• Liaises with the CEO and functional heads on major non-compliance findings and advises on mitigations to be considered
• Work with the EXCO, to identify all compliance requirements
  Analyze the compliance risk for each obligation and recommend treatment approach
• Utilize the available tools to evaluate compliance programs to determine effectiveness and devise solutions to address new legal and regulatory developments
• Work closely with the Britam Group Head of Compliance to ensure that exemplary compliance standards are consistently maintained by the Company in accordance with Britam Plc Group Compliance Policies, relevant local laws, regulations and rules as well as applicable international/global requirements and best practices.

Key Performance Measures

• Percentage of savings on legal costs
• Turnaround time
• Legal compliance
• Claims ratio
• Net promoter score
• Working Relationships

Internal Relationships:

Accountable to the Chief Executive Officer
Reports functionally to the Britam Group Legal and Compliance Director through the Group Head of Corporate Governance
Required to liaise and work closely with all other departments
Britam Staff at Head office and across the international business

External Relationships:

Britam Customers
Insurance sector players
Law firms
Courts of Law
Police, for legal queries
External auditors for due diligence reviews
Industry regulators

Knowledge, Experience and Qualifications required

Bachelor’s degree in Law from a reputable university. A postgraduate qualification in Law or business-related field is an advantage.
Senior lawyer and Advocate of the High Court of Tanzania holding a valid practicing certificate with over 6 years post admission experience
An experienced certified Company Secretary and of good standing
Experience in the insurance industry

Essential Competences

Leading and Supervising: Provides team with a clear direction based on the overall strategy and objectives of the department; motivates and empowers others with a clear sense of purpose; creates a positive climate that fosters learning and development; acknowledge high potential talent within the team; sets and articulates the vision and values through own personal behaviour.
Persuading and Influencing: Gains clear agreement and commitment from other; promotes the departmental strategy and objectives during team conversations; promotes ideas on behalf of the team and or department; makes a strong personal impact on others; takes care to manage the team’s impression and brand on others.
Presenting and Communicating Information: Speaks fluently; expresses opinions, information and key points of an argument clearly; responds quickly to the needs of an audience and to their reactions and feedback; projects credibility.
Adhering to Principles and Values: Upholds ethics and values; demonstrates integrity; encourages team and individual responsibility towards the community and the environment.
Analysing: Analyses numerical data and all other sources of information, to break them into component parts, patterns and relationships; probes for further information or greater understanding of a problem; makes rational judgements from the available information and analysis; demonstrates an understanding of how one issue may be a part of a much larger system.
Planning and Organising: Sets clearly defined team objectives; plans activities and projects well in advance and takes account of possible changing circumstances; identifies and organises resources needed to accomplish tasks; manages time effectively; monitors team performance against deadlines and milestones.
Delivering Results and Meeting Customer Expectations: Focuses on customer needs and satisfaction; sets high standards for quality and quantity; monitors and maintains quality and productivity; works in a systematic methodical and orderly way; consistently achieves projects goals.
The deadline for submitting the application is 3 November 2022.

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