KENYA ELECTRICITY GENERATING COMPANY LIMITED

Transcription

1 KENYA ELECTRICITY GENERATING COMPANY LIMITED Job Profile Job title: COMPANY SECRETARY & LEGAL AFFAIRS DIRECTOR Current job Level: Level 1 Reporting to : Managing Director & C.E.O. Division: Company Secretary & Legal Affairs Section: Company Secretary & Legal Affairs Job summary: Department: Company Secretary & Legal Affairs Station: Stima Plaza This role is the principal legal counsel to KenGen who provides legal advice and ensures legal compliance with regard to KenGen s operations, management of shareholders and bond holders; property management and insurance risk. The Company Secretary is a statutory Board member. The role is the custodian of the registered office, Company seal, title deeds, permits, licences and other original documents. A key part of this role includes providing Board secretarial services; advising on dispute prevention and resolution; ensuring value for money on representation work and overseeing decisions made in the Legal, Property, Securities and insurance functions within KenGen. S/He will also act as a key link between the company and its shareholders, and selected government and regulatory authorities. Key responsibilities: Strategic/Managerial responsibilities 1. Lead and provide thought leadership in the development and implementation of Board secretarial, legal, property, shares, bonds & insurance policies and procedures to achieve KenGen s strategic objectives. 2. In charge of all Contracting undertaken by the Company 3. Oversee and coordinate the delivery of effective Board secretarial, legal, property management, insurance, and securities services to the company to facilitate achievement of KenGen s strategic objectives. 4. Responsible for the Eboard System including approving and determining all the materials to be posted in the system. 5. Preparing the Board and Committee agendas, vetting papers preparing the minutes and following up on all the matters arising to ensure timely and proper implementation of all the Board decisions. 6. Ensure compliance with KenGen s memorandum and articles of association and all applicable laws, and ensure management of the Company s legal risk. Job Description : Company Secretary & Legal Affairs Director 1 P a g e

2 7. Convening and conducting AGMs in accordance with the law 8. Ensure maintenance of statutory registers including the shares register and the periodic filing of returns with the Registrar of Companies, CMA and NSE. 9. Aact as the legal custodian of KenGen s Company seal, Board and Board Committee minutes, all legal documents including Titles, Licenses, Contracts, Memorandums and Securities, and Government circulars. 10. Ensure KenGen has the property it requires, the legal right to that property and that the property is then safeguarded. 11. Oversee the maintenance of communications with shareholders and Bond holders on AGMs, payment of dividends, payment of interest, redemption etc. 12. Develop accountability structures, oversee periodic reporting, projects, and monitor the performance indicators for the Legal, Insurance, Securities, and Property Management. 13. Drafting, vetting and or approving Contracts for the Company in acquisition of goods, works and services 14. Exercising independent legal judgment, providing direct legal advice, supporting research and opinions to senior management and appropriate staff personnel on issues such as corporate and securities, environmental, tax, real estate, energy delivery and wholesale/energy services matters. Consult with and advise staffs of these issues as necessary. 15. Participating in all material contract negotiations and conferring the requisite legal support to ensure tenable and favourable legal contracts. E.g. Construction Contracts. Supply Contracts etc. 16. Directly litigate, or manage outside counsel engaged in litigation and review their performance and contracts for renewal. 17. Identify, develop, deploy and retain talented staff including completing performance appraisals, personal development and succession plans effectively and on time in accordance with the established performance management system. 18. Prepare briefs for the Executive management meeting and prepare Board papers on policy proposals for presentation to the Executive Committee. 19. Prepare Government quarterly reports on the division s performance contract progress for incorporation into KenGen s corporate performance report. 20. Prepare and submit divisional budgets for approval to the executive management and the Board and ensure effective monitoring and management of costs. 21. Review tender documents initiated by the division. 22. Participate in the formulation of company strategy, operating plans, policies, and in key company decisions as part of the Executive Committee. 23. Establish efficient and effective insurance policies to protect KenGen s assets and earnings at the least cost possible 2 P a g e

3 Corporate Governance and Secretarial services 1. Provide advice to the Board and management on compliance with best practice corporate governance, and the established corporate governance framework, as prescribed in law, company policies and the code of conduct. 2. Coordinate logistics for Board meetings and all Committee meeting of the Board including scheduling; participate in formulation of agendas with the Chairman and/or Chief Executive, maintain minute books, and organise the AGM. 3. Ensure the continuous review of Board procedures to enhance the capacity of the Board to dispense its responsibilities. 4. Facilitate the induction, training and development for Board members to enhance awareness of the role, duties and responsibilities of Board members. 5. Act as a signatory to legal documents, contracts, statutory returns, annual accounts, Director s reports, court proceedings and legal demands made by the company from various parties. Risk Management 1. Ensure all company contracts and agreements safeguard KenGen s interest and protect the Company from contractual risks. 2. Update the organisation s policies on power generation issues, corporate governance, regulatory affairs and compliance matters. 3. Establish efficient and effective insurance policies to protect KenGen s assets and earnings at the least cost possible. Advisory 1. Provide legal advisory services to all areas of the business with regard to commercial contracts, disputes resolution, compliance, procurement, securities, regulatory and employment issues, along with other areas of potential risk to the business. 2. Provide effective legal support to Business Development Division to secure land for KenGen s new projects and set up water tight legal agreements with contractors. 3. Ensure that the Regulatory Affairs division receives support in the development of effective Power Purchasing Agreements (PPAs) through overseeing the process of acquiring land rights through interaction with the necessary stakeholders, (for example the Energy Regulatory Commission (ERC),the Ministry of Energy & Petroleum and the National Treasury). 4. In close collaboration with managers, review, analyse and interpret laws, regulations and judicial decisions, provide support in contract negotiations and management as well as provide any other legal related services to KenGen. 5. Identify and recommend areas for legal and regulatory reforms necessary for the enhancement of the Company s ability to realise its strategic objectives. 6. Participate in meetings with financiers and development partners. 3 P a g e

4 Signatory 1. All Contracts signed between the Company and other parties 2. Annual accounts and Directors report 3. Cheques and LPO s of up to 10 million Kenya Shillings 4. Court proceedings and legal documents on behalf of the Company 5. Legal demands made by the Company from various parties 6. Statutory returns 7. Legal defences Occasional duties: Custodian: Company Seal All Title for all KenGen land and property Receives all tenders in the Company and keeps them in safe custody till they are opened Laws of Kenya and other Legal documents Government Circulars Personal files for Board Members Board Minutes All Contracts Staff responsibility: 4 P a g e

5 2: OTHER RESOURCES 2.1 Equipment: Responsibility over official equipment. Equipment/Asset Value (Ksh) Laptop KShs 100,000 Tablet KShs 90,000 Smartphone KShs 50,000 Desktop Company Seal Company Safe Kshs 500, Stock/Stores Responsibility over consumables (Responsibility may include issuing the items to staff, receiving the items from suppliers, responsibility for ensuring stocking levels are adhered to, determining stocking levels, purchasing the items or procurement management). Type of items Company Books e.g. Laws of Kenya Publications like Gazettes and Legal notices 2.3 Buildings/land Responsibility for buildings/land. (Responsibility may include ensuring the safety of the building, security, maintenance, management or sell/purchase decisions etc.). Building/land Custodian of all Company land Title and Leases for buildings Nature of responsibility/type/scale Custodian of titles, Responsible for acquisition of land Custodian of titles and Leases for Buildings 2.4 Financial matters Responsibility for handling cash, managing budgets and other financial matters. Description Budget holder for the Division both recurrent and capital Budget holder for the Board Activities Signatory of Company Cheques and LPOs Amount of money (Ksh) KShs 1.2 billion Kshs 50,000,000 Up to Kshs. 10,000,000 each Nature of responsibility Implementation Authorize payment of Directors fees, allowances and expenses Signatory 5 P a g e

6 Signatory of Company Contracts of Unlimited Value 2.5 Judgement and decision making Internally 1. This role advises the management of KenGen on the long term strategic initiatives for the legal, insurance and Property management departments and advises on progress and developments within these areas. 2. This role provides guidance and advises Divisional Heads and heads of department on legal related issues especially the Regulatory Affairs department with regard to the PPA and the Business Development Division with regard to land issues for projects. 3. This role advises KenGen s Board and all board committees on the risk aspects of business decisions, the legal implications of decisions made and non-compliance to statutory requirements. This involves bringing to the Board s attention any new requirements of the law and government and advising on the way forward. The job holder prepares the Board calendar and schedule of activities. 4. This role leads the negotiation of terms in procurement transactions once the contracted firm is identified and secures reasonable pricing for the services or goods procured. 5. The jobholder makes decisions on the structure of contracts in terms of identifying and establishing the required provisions. 6. The jobholder also decides which lawyers will handle certain litigation assignments depending on their area of expertise, skill and availability. 7. This position provides recommendations with regard to development and implementation of cost management initiatives within the division. 8. The jobholder provides procedural advice to staff, conducts the performance appraisal for the managers and recommends staff for promotion; re-deployment, training and development. Externally The jobholder deals with Courts Tribunals and other Regulatory bodies on legal issues KNOWLEDGE 4.0 Educational qualification Bachelor s Degree in Law (LLB) from a recognized University; A Post Graduate qualification in Law from the Kenya School of Law; A Master s Degree in Law, Business, and or a related field is an added advantage; 6 P a g e

7 4.1 Professional qualification An Advocate of the High Court of Kenya; Valid membership to the Law Society of Kenya Certified Public Secretary of Kenya CPS (K); Valid membership to the Institute of Certified Public Secretaries of Kenya (ICPSK); 4.2 Previous experience A minimum of 10 years experience in managing company secretary function, legal, insurance and property in a large organization, five of which should be at senior management level. Understanding of the workings of CMA and Nairobi securities exchange will be a definite advantage 4.3. Additional skills required Strategic perspective Leadership and people management skills Sound decision making and judgement skills Excellent relationship management skills Negotiation and good interpersonal skills Problem solving and analytical skills Oral and written communication skills Planning and organisational skills Attention to detail and quality orientation skills Exposure to best practices in Board management and governance Proficiency in MS Suite of packages. Advanced IT skills to manage and oversee the use of EBoard system Typing skills for minute preparation MENTAL SKILLS: 5.1 Problem solving This position has a major role on problem solving because it advises on problems and disputes to be resolved internally and using various dispute resolution mechanisms including litigation 5.3 Creativity The job holder is required to demonstrate creativity in: dispute resolution Service to the Board Insurance options Handling Shareholder and Bondholder issues COMMUNICATION SKILLS: 7 P a g e

8 6.1 Oral communication Oral communication skill is essential in delivering job effectively (e.g. simple instructions, information, detailed advice, tact & diplomacy, negotiating skills, influencing skills etc.). Oral communication is in: Courts and tribunals Advising the Board Contract Negotiations Participating in meetings Resolving disputes 6.2 Written communication The job holder is required to frequently provide different types of written communication as indicated below with other positions, people or organisations, e.g. s, memo s, letters, reports etc. Drafting Contracts Drafting Policy documents Board papers and Minutes Letters to Government Bodies Annual Reports Internal Memos and letters Legal Opinions Drafting Court and Tribunal documents 6.3 Nature of contact with other positions internally, with customers and consultants etc and frequency of contact Contact with other internal positions Managing Director Frequently Board of Directors Directors Frequently Frequently Supply Chain Director Frequently Area Managers Occasionally Contact with other external positions frequently Contractors Principal Secretary and Under Secretary,Ministry of Energy & Petroleum Board Secretary, ERC Financiers Shareholder and Bondholders CMA/ NSE 8 P a g e

9 Contact with other external positions occasionally Cabinet Secretary, Ministry of Energy & Petroleum Company Secretary, KPLC Courts and Tribunals 7. ENVIRONMENT: This job is carried out in a safe environment within an office 100% of the time. This position involves minor leisure disruptions with minimal travelling and occasionally involves working long hours. This role receives and responds to lots of correspondence to KenGen and delegates the issues arising to the appropriate departments. 8. ADDITIONAL INFORMATION: This role routinely plans over a period of one year and ensures the Board is up to date in terms of business issues; corporate governance; changes in legislation; recommends training; and advises on their legal duties. The jobholder also assists in obtaining suitable land for KenGen s purposes; manages property issues in terms of dealing with the legal aspects of the land such as squatters; and advises on possible solutions which involve handling the community complaints. The jobholder reviews a varied number of contracts within KenGen including international construction contracts that deal with complex projects; handles dispute resolution on large projects and ensures the contracts are water tight. 9 P a g e