Manager - Governance & Regulatory Compliance

The Manager – Governance and Regulatory Compliance is responsible for supporting the Group Director – Legal & Company Secretary in delivering effective corporate governance, Board and Committee administration, statutory compliance, and shareholder administration across the Group.

The role provides professional company secretarial support to the Board of Directors, Board Committees, and subsidiary companies by ensuring compliance with legal, regulatory, and governance requirements.

The role also oversees the management of the Share Registrar service level agreement to ensure efficient shareholder services, statutory reporting, and maintenance of corporate records.

• Monitor changes in relevant legislation, regulatory requirements, and governance best practices, and advise Management and the Board on implications and required actions.
• Ensure compliance with corporate governance requirements, the Board Charter, Memorandum and Articles of Association, applicable legislation, and regulatory guidelines across the Group.
• Coordinate and administer the Board Work Plan, ensuring timely scheduling of meetings, circulation of Board and Committee papers, maintenance of attendance records, and reporting on the use of the Company Seal.
• Organize and coordinate Board Meetings, Board Committee Meetings, Annual General Meetings (AGMs), and Extraordinary General Meetings (EGMs) in accordance with governance requirements and approved timelines.
• Providing secretarial services to the subsidiaries and JV Boards including ensuring that the Boards Work Plans are prepared and adhered to
• Ensure all statutory returns, resolutions, and regulatory filings are prepared, submitted, and maintained in compliance with the Companies Act and other applicable regulations.
• Maintain statutory registers, corporate records, and governance documentation for the Group and its subsidiaries, and coordinate periodic reviews of company registers and ownership structures.
• Coordinate induction, governance training, and continuous professional development programs for Directors and Board Committee members.
• Manage relationships and correspondence with regulatory bodies including the Central Bank of Kenya (CBK), Capital Markets Authority (CMA), Retirement Benefits Authority (RBA), Nairobi Securities Exchange (NSE), Central Depository and Settlement Corporation (CDSC) and Insurance Regulatory Authority (IRA).
• Coordinate Governance, Legal, and Compliance audits, ensuring timely provision of information, management responses, and closure of audit actions.
• Develop and maintain the Annual Group Board and Committee Calendar and coordinate execution of all scheduled governance activities.
• In liaison with the Group Director Legal and Company Secretary prepare and coordinate Board papers, governance reports, resolutions, and other Company Secretariat documentation for Board and Committee meetings.
• Manage the Share Registrar relationship and Service Level Agreement (SLA), ensuring delivery of quality shareholder services and compliance with regulatory requirements.
• Oversee shareholder administration activities and ensure shareholder instructions, requests, and enquiries are processed accurately and within agreed timelines.
• Prepare and submit monthly Company Secretarial and Governance reports to Management and relevant stakeholders.
• Act as custodian of board attendance registers, governance records, statutory documents, Board resolutions, and corporate documentation to ensure accuracy, confidentiality, and accessibility.
• Maintaining and updating the register of Conflicts of Interest
• Undertake any other Company Secretarial, governance, or regulatory responsibilities assigned by the Group Director – Legal & Company Secretary from time to time.

• A Bachelor’s Degree in Law or a related field of study from a recognized university
• Certified Secretary in good standing with the Institute of Certified Secretaries, with technical knowledge and experience gained with a corporate environment or a listed company of similar size and operations
• Minimum of 4-5 years working experience in a corporate organization in Company Secretarial function or supporting roles
• Strong knowledge of Companies Act, CMA regulations, CBK Prudential Guideline on Corporate Governance and other relevant statutory frameworks.
• Board range of experience in the financial services industry with a focus on corporate governance, company secretarial and regulatory reporting and compliance.
• Detailed knowledge of Company Law and proven corporate governance experience of Board and Committee meetings

Technical Competencies

• Strong knowledge of corporate governance and company law
• Understanding of regulatory frameworks in financial services
• Ability to manage statutory compliance and reporting

Behavioral Competencies

• High attention to detail and analytical skills
• Strong problem-solving ability
• Excellent organizational and time management skills
• Strong written and verbal communication skills
• Ability to work independently with minimal supervision
• High integrity and confidentiality

Leadership Competencies

• Ability to influence senior stakeholders and Board members
• Strong professional presence and credibility
• Ability to balance governance requirements with business objectives
• Capability to develop practical and effective governance solutions