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Company Secretary and Head of Legal

Adexen

Lagos, Nigeria

Job description

Job Introduction

    Adexen has been mandated by one of its clients a leading long established international group to recruit a Company Secretary and Head of Legal for their operations in Nigeria. The position is based in Lagos, Nigeria.

Responsibilities

    Give accurate and timely counsel to executives on a variety of legal topics (labor law, partnerships, international ventures, corporate finance etc.) Collaborate with management to devise efficient defense strategies to specific internal and external governance policies and regularly monitor compliance. The role is primarily engaged to consult with and advise the Board of Directors to ensure that the affairs of the company are in accordance with provisions of the law and proceeding of its associations.

    Company Secretarial functions

    • Ensure compliance of the provisions of Companies Law and rules made there-under and other statutes and bye-laws of the company.
    • Ensure that business of the company is conducted in accordance with its objects as contained in its memorandum of association.
    • Ensure that affairs of the company are managed in accordance with its objects contained in the articles of association and the provisions of the Companies Law.
    • Prepare the agenda in consultation with the Chairman and the management of the Company and the other documents for all the meetings of the board of directors.
    • Arrange with and to call and hold meetings of the board and to prepare a correct record of proceedings.
    • Attend the board meetings in order to ensure that the legal requirements are fulfilled, and provide such information as are necessary.
    • Prepare, in consultation with the chairman, the agenda and other documents for the general meetings.
    • Arrange with the consultation of chairman the annual and extraordinary general meetings of the company and to attend such meetings in order to ensure compliance with the legal requirements and to make correct record thereof.
    • Carry out all matters concerned with the allotment of shares, and issuance of share certificates including maintenance of statutory Share Register and conducting the appropriate activities connected with share transfers.
    • Prepare, approve, sign and seal agreements leases, legal forms, and other official documents on the company’s behalf, when authorized by the board of the directors or the management.
    • Advice, in conjunctions with the company’s solicitors, in respect of the legal matters, as required.
    • Engage legal advisors and defend the rights of the company in Courts of Law.
    • Have custody of the seal of the company

    Legal obligations of secretary

    • File various documents/returns as required under the provisions of the Companies Law, including filing of copy of special resolutions on prescribed form within the specified time period.
    • Proper maintenance of books and registers of the company as required under the provisions of the Companies Law.
    • See whether legal requirements of the allotment, issuance and transfer of share certificates, mortgages and charges, have been complied with.
    • Convene/arrange the meetings of directors.
    • Issue notice and agenda of board meetings to every director of the company and to auditors.
    • Carry on correspondence with the directors of the company on various matters.
    • Record the minutes of the proceedings of the meetings of the directors.
    • Implement the policies formulated by the directors.
    • Deal with all correspondence between the company and the shareholders.
    • Issues notice and agenda of the general meetings to the shareholders.
    • Keep the record of the proceedings of all general meetings.
    • Make arrangement for the payment of the dividend within prescribed period as provided under the provisions of the Companies Law.

    Head of Legal Department functions

    • Research and evaluate different risk factors regarding business decisions and operations.
    • Apply effective risk management techniques and offer proactive advice on possible legal issues.
    • Communicate and negotiate with external parties (regulators, external counsel, public authority etc.), creating relations of trust.
    • Draft and solidify agreements, contracts and other legal documents to ensure the company’s full legal rights.
    • Deal with complex matters with multiple stakeholders and forces.
    • Provide clarification on legal language or specifications to everyone in the organization.
    • Conduct your work with integrity and responsibility.
    • Maintain current knowledge of alterations in legislation and to alert management on changes.
    • Implement and manage an effective legal compliance program.
    • Develop and review company policies.
    • Advise management on the company’s compliance with laws and regulations through detailed reports.
    • Create and manage effective action plans in response to audit discoveries and compliance violations.
    • Regularly audit company procedures, practices, and documents to identify possible weaknesses or risk.
    • Assess company operations to determine compliance risk.
    • Ensure all employees are educated on the latest regulations and processes.
    • Resolve employee concerns about legal compliance.

    Maintenance of the following statutory books

    • The register of transfer of shares;
    • The register of buy-backed shares by a company;
    • The register of mortgages, charges etc.;
    • The register of members and index thereof;
    • The register of debenture-holders;
    • The register of directors and other officers;
    • The register of contracts;
    • The register of directors’ shareholdings and debentures;
    • The register of local members, directors and officers, in case of a foreign company;
    • Minute books;
    • Proxy register;
    • Register of beneficial ownership;
    • Register of deposits;
    • Register of director’s shareholding; and
    • Register of contracts, arrangements and appointments in which directors etc. are interested.

Desired Skills and Experience

    • Bachelor’s degree in law.
    • Masters in Law, Finance, Business Management or a related field.
    • 10 years’ working experience as a Legal Practitioner with 3 - 5 years’ proven experience as a compliance officer.
    • Proven experience as a Company Secretary and Legal Counsel in business environment.
    • Excellent knowledge and understanding of corporate law, legal requirements and procedures.
    • Full comprehension of the influences of the external environment of a corporation.
    • Demonstrated ability to create legal defensive or proactive strategies.
    • High degree of professional ethics and integrity.
    • Sound judgement and ability to analyze situations and information.
    • Outstanding communication skills.
    • Strong administrative skills and an aptitude for using IT software.
    • Commercial awareness.
    • Meticulous attention to detail.
    • Interpersonal skills.
    • Influencing skills.
    • Excellent organisation and time management.
    • The ability to take the initiative.
    • A flexible and practical approach to work.
    • Discretion and diplomacy.
    • Brilliant oral and written communication skills.
    • Highly-analytical with strong attention to detail.
We thank all applicants however only those selected will be contacted.

Industry

Logistics & Transport

Job Seniority

Senior level

Job Category

Legal & Administrative

Employment Type

Full time

Experience

5 - 10 years

Skills

Administrative, Management Consulting, Analysis, Communication, Critical thinking

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