Job purpose

The Company Secretary and Legal Manager will be responsible for assisting the Chief Executive Officer in implementing policies and procedures to ensure the business remains fully compliant with all applicable laws.

The role holder will also provide company secretarial services and ensure that Board and Committee members receive the necessary support and advice to effectively discharge their duties.

The incumbent will report to the Chief Executive Officer and will have a functional reporting line to the Director Legal and Group Company Secretary.

Key responsibilities

Legal responsibilities

The Company Secretary and Legal Manager will be responsible for the following legal duties:

• Advise the division on all matters relating to the law.
• Review newly instituted matters and advise management accordingly.
• Research and interpret regulatory requirements for new products and/or services.
• Provide support to operational areas on day-to-day regulatory compliance issues.
• Assist in handling complex insurance regulatory compliance matters.
• Stay updated on national legal requirements and communicate legal issues and new statutory developments to the executive team.
• Provide high-quality legal opinions to support effective management of legal risks.
• Prepare agreements for the appointment of advocates.
• Receive final rulings and ensure they are properly captured.
• Negotiate out-of-court settlements with the aim of saving costs within set targets.
• Pursue recoveries from other insurance companies and third parties, ensuring that no matters expire.
• Approve payment of legal fees, judgments, and/or discharge vouchers within turnaround times as per SODA.
• Handle securities perfection, including mortgages and plot loans, while ensuring Britam is protected at all times.
• Ensure safe custody of insurance instruments and documents, including the organization seal, charged documents, and suit papers.
• Ensure confidentiality and privacy of all legal data relating to the business.
• Provide timely, well-researched, and reasoned legal advice to the division on matters related to its activities and mandate.
• Ensure the insurance business complies with all statutory requirements.
• Advise management on the interpretation, impact, and effect of relevant laws and general conditions affecting various operational areas.
• Provide strategic legal advice, including guidance on business and product development.
• Liaise with regulatory agencies, including but not limited to IRA.
• Ensure reserves are updated in a timely manner and participate in reserve review activities.
• Ensure timely updating of all operational data and registers.
• Respond to demand letters and make best efforts to resolve disputes before they are referred to court.
• Liaise with external lawyers on the conduct of court matters.
• Prepare weekly and monthly legal reports and presentations.
• Liaise with company staff on required documentation, witnesses, and other court-related requirements.
• Exercise delegated authority as per the approved Delegated Authority Matrix.
• Perform any other duties assigned from time to time.

Company secretarial responsibilities

The role holder will be responsible for the following company secretarial duties:

• Provide guidance to the Board and Board members, both individually and jointly, on their duties, responsibilities, powers, and how these should be exercised in the best interest of the company.
• Coordinate Board meetings, Board Committee meetings, and Annual General Meetings.
• Attend meetings and take minutes, ensuring high-quality and timely minute-taking, with all actions clearly documented and proactively followed up.
• Ensure that minutes of the Board and Committees served by the Company Secretary are promptly prepared and circulated.
• Work closely with the CEO and Chairperson of the Board to facilitate Board approvals.
• Draft and review resolutions relating to proposed corporate actions, capital transactions, debt program renewals and reviews, and other major changes requiring Board oversight.
• Provide secretarial services to the Board, including:
  • Preparing and ensuring adherence to the Board Work Plan.
  • Circulating Board papers in advance of meetings.
  • Keeping records of attendance at meetings.
  • Reporting to the Board on the usage of the company seal.
• Update corporate registers and oversee the audit of company registers and ownership structures.
• Maintain and update Board and Committee Charters.
• Ensure relevant annual returns are promptly filed with the appropriate authorities.
• Ensure that all company legal and statutory documents are kept in safe custody.
• Ensure compliance with:
  • The Companies Act requirements.
  • The Memorandum and Articles of Association.
  • The Shareholders Agreement.
  • Other applicable governance documents.
• Work closely with the Britam Group Head of Corporate Governance to ensure exemplary governance standards are consistently maintained.
• Ensure governance standards align with:
  • Britam Plc Group Governance Policy.
  • Relevant local laws and regulations.
  • Governance codes.
  • Applicable international and global best practices.
• Provide advice and guidance to the Board Chair and CEO on governance procedures and best practices.
• Ensure compliance with company policies, regulatory requirements, and applicable legislation.

Compliance responsibilities

The Company Secretary and Legal Manager will also be responsible for compliance duties, including:

• Ensure financial crime compliance programs are implemented, including:
  • Anti-money laundering.
  • Anti-bribery.
  • Counter-terrorist financing.
  • Sanctions compliance.
• Maintain an up-to-date understanding of country regulations, internal policies, and procedures relating to:
  • AML.
  • Anti-bribery.
  • Treating Customers Fairly.
  • Data privacy.
  • Implications of compliance requirements on business activities.
• Work closely with the Country EXCO to ensure all business processes comply with policies and procedures.
• Work closely with Risk and Internal Audit to ensure regulatory and statutory compliance and prevent risks arising from non-compliance.
• Compile the compliance obligations register, incorporating the RACI matrix and communicating statutory requirements.
• Liaise with the CEO and functional heads on major non-compliance findings and advise on possible mitigation measures.
• Work with EXCO to identify all compliance requirements.
• Analyze the compliance risk for each obligation and recommend an appropriate treatment approach.
• Use available tools to evaluate compliance programs, determine their effectiveness, and develop solutions to address new legal and regulatory developments.
• Work closely with the Britam Group Head of Compliance to ensure exemplary compliance standards are consistently maintained.
• Ensure compliance standards align with:
  • Britam Plc Group Compliance Policies.
  • Relevant local laws, regulations, and rules.
  • Applicable international and global requirements and best practices.

Key performance measures

The role will be assessed using the following performance indicators:

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

Working relationships

Internal relationships

The role holder will maintain the following internal working 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.
• Works with Britam staff at Head Office and across the international business.

External relationships

The role holder will interact with the following external stakeholders:

• Britam customers.
• Insurance sector players.
• Law firms.
• Courts of law.
• Police on legal queries.
• External auditors for due diligence reviews.
• Industry regulators.

Knowledge, experience and qualifications required

Applicants should meet the following requirements:

• Bachelor’s degree in Law from a reputable university.
• A postgraduate qualification in Law or a business-related field will be an added advantage.
• Senior lawyer and Advocate of the High Court of Tanzania.
• Must hold a valid practicing certificate.
• More than 6 years of post-admission experience.
• Experienced and certified Company Secretary of good standing.
• Experience in the insurance industry.

Essential competencies

Leading and supervising

• Provides the team with 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 supports learning and development.
• Recognizes high-potential talent within the team.
• Sets and communicates the vision and values through personal behavior.

Persuading and influencing

• Gains clear agreement and commitment from others.
• Promotes departmental strategy and objectives during team conversations.
• Promotes ideas on behalf of the team or department.
• Makes a strong personal impact on others.
• Manages the team’s impression and brand effectively.

Presenting and communicating information

• Speaks fluently and clearly.
• Expresses opinions, information, and key arguments effectively.
• Responds quickly to audience needs, reactions, and feedback.
• Projects credibility.

Adhering to principles and values

• Upholds ethics and values.
• Demonstrates integrity.
• Encourages team and individual responsibility toward the community and environment.

Analysing

• Analyses numerical data and other sources of information.
• Breaks information into component parts, patterns, and relationships.
• Probes for further information and deeper understanding of problems.
• Makes rational judgments based on available information and analysis.
• Demonstrates understanding of how one issue may form part of a larger system.

Planning and organising

• Sets clearly defined team objectives.
• Plans activities and projects well in advance.
• Takes account of possible changing circumstances.
• Identifies and organizes resources needed to complete 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 manner.
• Consistently achieves project goals.

• Advise the division on all matters relating to the law.
• Review newly instituted matters and advise management accordingly.
• Research and interpret regulatory requirements for new products and/or services.
• Provide support to operational areas on day-to-day regulatory compliance issues.
• Assist in handling complex insurance regulatory compliance matters.
• Stay updated on national legal requirements and communicate legal issues and new statutory developments to the executive team.
• Provide high-quality legal opinions to support effective management of legal risks.
• Prepare agreements for the appointment of advocates.
• Receive final rulings and ensure they are properly captured.
• Negotiate out-of-court settlements with the aim of saving costs within set targets.
• Pursue recoveries from other insurance companies and third parties, ensuring that no matters expire.
• Approve payment of legal fees, judgments, and/or discharge vouchers within turnaround times as per SODA.
• Handle securities perfection, including mortgages and plot loans, while ensuring Britam is protected at all times.
• Ensure safe custody of insurance instruments and documents, including the organization seal, charged documents, and suit papers.
• Ensure confidentiality and privacy of all legal data relating to the business.
• Provide timely, well-researched, and reasoned legal advice to the division on matters related to its activities and mandate.
• Ensure the insurance business complies with all statutory requirements.
• Advise management on the interpretation, impact, and effect of relevant laws and general conditions affecting various operational areas.
• Provide strategic legal advice, including guidance on business and product development.
• Liaise with regulatory agencies, including but not limited to IRA.
• Ensure reserves are updated in a timely manner and participate in reserve review activities.
• Ensure timely updating of all operational data and registers.
• Respond to demand letters and make best efforts to resolve disputes before they are referred to court.
• Liaise with external lawyers on the conduct of court matters.
• Prepare weekly and monthly legal reports and presentations.
• Liaise with company staff on required documentation, witnesses, and other court-related requirements.
• Exercise delegated authority as per the approved Delegated Authority Matrix.
• Perform any other duties assigned from time to time.
• Provide guidance to the Board and Board members, both individually and jointly, on their duties, responsibilities, powers, and how these should be exercised in the best interest of the company.
• Coordinate Board meetings, Board Committee meetings, and Annual General Meetings.
• Attend meetings and take minutes, ensuring high-quality and timely minute-taking, with all actions clearly documented and proactively followed up.
• Ensure that minutes of the Board and Committees served by the Company Secretary are promptly prepared and circulated.
• Work closely with the CEO and Chairperson of the Board to facilitate Board approvals.
• Draft and review resolutions relating to proposed corporate actions, capital transactions, debt program renewals and reviews, and other major changes requiring Board oversight.
• Provide secretarial services to the Board, including: Preparing and ensuring adherence to the Board Work Plan. Circulating Board papers in advance of meetings. Keeping records of attendance at meetings. Reporting to the Board on the usage of the company seal.
• Update corporate registers and oversee the audit of company registers and ownership structures.
• Maintain and update Board and Committee Charters.
• Ensure relevant annual returns are promptly filed with the appropriate authorities.
• Ensure that all company legal and statutory documents are kept in safe custody.
• Ensure compliance with: The Companies Act requirements. The Memorandum and Articles of Association. The Shareholders Agreement. Other applicable governance documents.
• Work closely with the Britam Group Head of Corporate Governance to ensure exemplary governance standards are consistently maintained.
• Ensure governance standards align with: Britam Plc Group Governance Policy. Relevant local laws and regulations. Governance codes. Applicable international and global best practices.
• Provide advice and guidance to the Board Chair and CEO on governance procedures and best practices.
• Ensure compliance with company policies, regulatory requirements, and applicable legislation.
• Ensure financial crime compliance programs are implemented, including: Anti-money laundering. Anti-bribery. Counter-terrorist financing. Sanctions compliance.
• Maintain an up-to-date understanding of country regulations, internal policies, and procedures relating to: AML. Anti-bribery. Treating Customers Fairly. Data privacy. Implications of compliance requirements on business activities.
• Work closely with the Country EXCO to ensure all business processes comply with policies and procedures.
• Work closely with Risk and Internal Audit to ensure regulatory and statutory compliance and prevent risks arising from non-compliance.
• Compile the compliance obligations register, incorporating the RACI matrix and communicating statutory requirements.
• Liaise with the CEO and functional heads on major non-compliance findings and advise on possible mitigation measures.
• Work with EXCO to identify all compliance requirements.
• Analyze the compliance risk for each obligation and recommend an appropriate treatment approach.
• Use available tools to evaluate compliance programs, determine their effectiveness, and develop solutions to address new legal and regulatory developments.
• Work closely with the Britam Group Head of Compliance to ensure exemplary compliance standards are consistently maintained.
• Ensure compliance standards align with: Britam Plc Group Compliance Policies. Relevant local laws, regulations, and rules. Applicable international and global requirements and best practices.