Legal Manager – Company Secretarial & Governance

Sidian Bank Limited is a Kenyan financial institution founded in 1984, offering banking and financial services from its headquarters in Nairobi.

The Legal Manager will be responsible for assisting the Head of Legal & Company Secretary in delivering comprehensive company secretarial, corporate governance, and legal advisory services to Sidian Bank, its Board of Directors, Board Committees, shareholders, and subsidiaries. Key duties include the day-to-day coordination, preparation, and execution of delegated company secretarial, governance, and corporate legal activities, all under the direct supervision and guidance of the Head of Legal & Company Secretary.

1. Support the Head of Legal & Company Secretary in fulfilling the Bank’s company secretarial duties.
2. Coordinate the preparation of notices, agendas, papers, and supporting documentation for Board and Board Committee meetings.
3. Maintain the annual Board and Board Committee calendar as directed.
4. Arrange logistics and administration for Board and Board Committee meetings.
5. Draft minutes for review and approval by the Head of Legal & Company Secretary.
6. Maintain Board and Committee action trackers and follow up on agreed actions.
7. Prepare draft Board and Committee resolutions, minute extracts, and other corporate documents for review and approval.
8. Maintain an organized and secure repository for Board and Committee papers, minutes, resolutions, and governance records.
9. Assist in monitoring matters reserved for the Board and Board Committees, ensuring appropriate approvals are obtained.
10. Support the Head of Legal & Company Secretary in documenting and communicating Board and Committee decisions.
11. Maintain a register of Board and Committee resolutions and monitor their implementation.
12. Support the implementation of the Bank’s corporate governance framework.
13. Assist in monitoring compliance with applicable corporate governance requirements.
14. Monitor developments in corporate governance legislation, regulations, guidance, and best practices, highlighting relevant changes.
15. Assist in reviewing and updating governance policies, frameworks, and procedures.
16. Support the preparation of the Bank’s governance compliance dashboard.
17. Maintain a governance obligations tracker and escalate overdue or emerging issues.
18. Assist in monitoring Board composition, tenure, independence, and other governance requirements.
19. Maintain appropriate governance records related to Directors.
20. Support the Head of Legal & Company Secretary in monitoring compliance with corporate and governance requirements applicable to the Bank.
21. Assist in monitoring requirements under the Companies Act, Banking Act, CBK Prudential Guidelines, and other relevant laws.
22. Coordinate the preparation of statutory and regulatory filings within the delegated mandate.
23. Maintain a calendar of statutory and regulatory deadlines for company secretarial and governance matters.
24. Assist in preparing regulatory submissions and responses concerning Board, shareholder, and governance issues.
25. Support the Head of Legal & Company Secretary in responding to CBK and other regulatory requests.
26. Provide compliance advice and regulatory guidance to senior management and department heads regarding inspections, rule interpretation, rule changes, and investigations.
27. Develop and implement a regulatory compliance framework and tracking mechanism to identify regulatory risks in a timely manner, aligned with CBK Prudential Guidelines and the Banking Act (Cap 488).

1. Bachelor’s degree in Law (LLB) from a recognized university.
2. Postgraduate Diploma in Law from the Kenya School of Law.
3. Admitted as an Advocate of the High Court of Kenya with a current Practising certificate.
4. Certified Public Secretary, CPS(K), and member in good standing of the Institute of Certified Public Secretaries of Kenya (ICPSK).
5. Member of the Law Society of Kenya (LSK) in good standing.
6. Minimum of five (5) years post-qualification experience in legal practice within the Financial Services industry.
7. At least three (3) years of experience in the banking sector, financial services, or another regulated environment handling company secretarial, corporate governance, and/or corporate legal advisory.
8. Strong knowledge and practical experience in Board, Committee, shareholder, and statutory company secretarial processes.
9. Strong understanding of corporate governance principles, Board structures, effectiveness, frameworks, and best practice.
10. Good understanding of the legal and regulatory framework governing banks and financial institutions in Kenya.
11. Knowledge and understanding of banking operations.
12. Strong drafting skills for resolutions, minutes, legal opinions, memoranda, contracts, powers of attorney, corporate documents, and governance instruments.
13. Ability to prepare high-quality Board and Committee agendas, papers, minutes, resolutions, action trackers, and governance reports.
14. Knowledge of statutory registers, corporate filings, shareholder records, beneficial ownership, and other corporate compliance requirements.
15. Ability to support AGM/EGM processes, shareholder resolutions, corporate actions, and shareholder communications.
16. Excellent written and verbal communication skills, including the ability to clearly communicate complex legal and governance issues to senior management and Directors.
17. High level of accuracy in Board records, statutory filings, legal documents, resolutions, and regulatory submissions.
18. Ability to handle highly confidential Board, shareholder, legal, regulatory, and strategic information appropriately.
19. Ability to manage multiple Board, Committee, statutory, regulatory, and legal deadlines simultaneously.
20. Ability to identify issues, analyze alternatives, and develop practical legal and governance solutions.
21. Proficiency in electronic Board platforms, document management systems, Microsoft Office, and other relevant governance technology.
22. Good policy development and management capabilities.
23. Ability to monitor and interpret regulatory requirements and support timely compliance, particularly CBK and statutory requirements.