McW Executive Search | McWillson Executive Recruitment

Key Responsibilities:

Reporting to the Chief Governance, Risk and Compliance Officer | Chief GRC Officer with dotted line reporting to the Chairman of the Board

Being the key consultant and trusted advisor to the Supervisory Board and its committees, and work closely with senior Management.
The combined responsibility requires the in-depth corporate law experience also holding the Corporate Secretary function.
Ensureing the compliance with applicable laws and regulation in the different territories in which the group of the companies has operations with respect to Supervisory Board governance as well as facilitate, organize, and prepare the Supervisory Board and management board meetings and annual General Meeting, as well as all corporate housekeeping matters across the Group.

Legal Counsel:
▪ Provides advice to the Management & Supervisory Board (including its committees), senior management on all corporate legal matters;
▪ Leads or participates in consultation and negotiations with external parties;
▪ Advise on the use of external legal counsels, monitor their performance and expenses;
▪ Provide advice on M&A and other corporate transactions, banking and financing transactions
▪ Provide sound advice on insurance-related contractual and regulatory matters
▪ Develops and documents best practices as it relates to M&A and liquidation matters and other resolution strategies;
▪ Develops and oversees the data protection function including management of the framework for the organisation’s records management, vital records, and archival systems
▪ Reviewing, drafting, and negotiating a variety of contracts (including NDAs, service contracts and business contracts)
▪ Reviewing product marketing and distribution materials, press release, public announcements, regulatory disclosures, and filings.
▪ Minimise exposure to legal risk, including the identification, management and reporting of activities or transactions that could expose the company to material legal risks;
▪ Provide direction, leadership, and advice in relation to legal matters for cross functional projects, product introductions and strategic and business initiatives.
▪ Advise on disputes, litigation, employment, IP rights including trademark and domain name registrations.
▪ Work closely with compliance function on data protection, AML/CTF/sanctions, policies and procedures and other regulatory compliance matters
▪ Communicate with the legal function of the parent company for group standard alignment, seeking guidance, escalating material issues and/or obtaining approvals as required
▪ Develop and maintain templates and precedents, keeping abreast of changes to laws and regulations and providing updates to management
▪ Manages and coach the employees reporting into this role (2-3 fte)
▪ In collaboration with the Chief GRC, gives input to the budgetary estimates for the department.

Corporate Secretary:
▪ Provides corporate secretarial duties at Board and Committee Meetings and executes all functions relating to the conduct of such meetings including:
➢ Ensuring good and timely information flows within the board and its committees and between senior management and non-executive directors, as well as facilitating induction and assisting with professional development as required;
➢ Register of members, directors, organising board and committee meetings, preparing agendas and taking minutes, collaborating with the Management to prepare Board notes for consideration;
➢ Communicating as and when appropriate approvals, policies, decisions, directives of the Board to the Management Team and ensure timely updating relevant parties on assigned actions;
➢ Establish, coordinate and manage the annual table of Board events and actions in close consultation with the (Chairman) Board;
➢ Ensures that the Board members have access to the proper advice and resources for the discharge of their duties;
➢ Liaise with internal stakeholders to ensure clear communication and collaboration relating to legal and corporate secretarial tasks;
➢ Ensures all matters relating to the companies’ corporate governance and statutory obligations are met timely and are up to date;
➢ Ensure that appropriate Directors and Officers insurance cover is arranged for directors.
➢ Support Board succession planning by advising of term ending periods etc.;
➢ Help develop and support the Board’s performance evaluations which are tailored to the Company’s particular needs;
➢ Arrange for proposed new members of the Board to be approved by the relevant regulators prior to their appointment and commencement of duties and notify relevant regulators of changes to the Board and executive management, as applicable, in a timely manner;
➢ Maintain, administer and store appropriate records of all corporate documents and Board Resolutions for the Company;
➢ Work closely with compliance function on regulatory, compliance and corporate governance matters;
➢ Communicate with the corporate secretary function of the parent company for group standard alignment, seeking guidance, escalating material issues and/or obtaining approvals as required.

Required Qualifications:

▪ Law Degree from a reputable University
▪ Qualified in Dutch Caribbean jurisdiction with knowledge and experience in common law jurisdictions
▪ 5 – 7 + years of experience as a Legal Counsel & Corporate Secretary with experience in corporate law and/or commercial law
▪ In-house legal experience with reputable international institutions – banking , insurance, financial
▪ Familiar with international market standards in financial services and insurance sectors
▪ Ability to communicate effectively both orally and in writing in English and Dutch
▪ Ability to operate both autonomously to drive results, as well as to work effectively as part of a team and a strong drive to work in a fast-paced environment
▪ Excellent organisational skills
▪ Ability to work under tight timelines/manage high paced and diverse workflow
▪ Proven problem-solving skills that demonstrate ability to critically evaluate and analyse issues and recommend well thought-out and/or creative solutions

Please send your CV in English using  the link below;