General Counsel & Company Secretary

The role should have direct and effective access to the Chair, Board Committees and relevant senior executives, while maintaining appropriate professional independence in the provision of legal and governance advice. Any reporting line should preserve the ability of the role-holder to allocate material governance, legal or regulatory concerns to the Board where necessary.

The Company Secretary and General Counsel acts as the Bank's senior internal legal adviser on corporate governance, Board and Committee matters, statutory obligations, regulatory governance and legal risk. The role is responsible for ensuring that the Bank operates within a robust legal and governance framework and that Board decision making is properly supported, documented and defensible.

The role combines technical legal expertise with governance leadership, supporting the Board, Board Committees and executive management in discharging their statutory, fiduciary, regulatory and corporate governance obligations. As trusted legal counsel, the role provides independent and objective advice on governance, legal risk, regulatory engagement and compliance matters, while safeguarding the integrity of the Bank's decision making and record keeping processes.

This role requires strong legal judgement, professional independence, discretion and the ability to influence senior stakeholders. The role-holder must be able to embed sound governance practice into strategic and operational decision making while ensuring that legal and regulatory risks are identified, escalated and managed in a timely manner.

Key Responsibilities Company Secretary

• Lead the Company Secretariat as a centre of governance and legal excellence.
• Planning and administering Board and Committee meetings.
• Preparing agendas, papers and minutes to a high quality.
• Maintaining statutory registers and corporate records and company filings.
• Managing Board resolutions and shareholder decisions.
• Ensuring compliance with Companies Act, Articles of Association & governance policies
  Co-ordinating regulatory governance matters (e.g. Board appointments).
• Managing conflicts of interest registers and directors; declarations.
• Establish and maintain strong legal and governance controls across the Company Secretariat function.
• Secure and compliant records management.
• Develop and enhance governance processes and frameworks.
• Mentor and guide Secretariat staff in legal and governance standards

General Counsel

Serve as legal counsel to the Board, its Committees and the Executive Committee.

• Ensure lawful and effective conduct of Board and Committee proceedings.
• Advising on banking regulation and financial services law.
• Reviewing and negotiating commercial contracts.
• Managing litigation and disputes.
• Advising on employment law.
• Supporting regulatory investigations and enforcement matters.
• Advising on data protection and privacy.
• Advise the Chair and Directors on governance risks, conflicts of interest and the legal implications of Board and Committee decisions.
• Manage relationships with external legal advisers.
• Oversee legal expenditure and engagement of external counsel.
• Coordinate legal advice across the Bank.
• Maintain legal policies and governance frameworks.
• Monitor emerging legal and regulatory risks.

Identify and advise on legal and governance risks impacting the Bank

Establish and maintain frameworks for:

• Conflicts of interest management.
• Related-Party Transactions (RPTs).
• Director independence and accountability.
• Ensure appropriate governance controls are in place to mitigate legal exposure.
• Oversee Directors & Officers (D&O) insurance and indemnity structures.

Regulatory & External Interface (Legal Focus)

Act as a key legal liaison with regulators on governance related matters

• Reviewing and validating submissions for legal accuracy.
• Advising on regulatory investigations or requests.
• Monitor and interpret regulatory developments, providing clear legal guidance to the Board.
• Ensure the Bank's governance framework remains defensible and compliant.

Strategic Legal Advisory to Leadership

Act as a trusted legal advisor to the Chair and CEO

• Strategic transactions.
• Structural or organisational changes.
• Governance implications of business decisions.
• Support embedding of legally sound governance practices across the Bank.
• Balance legal risk with commercial and strategic objectives.

Experience & Qualifications

Qualified lawyer admitted to practise in Gibraltar.

Additional professional qualification in corporate governance or company law advantageous

Senior in-house legal or governance roles
Banking or financial services environment
Providing legal and governance advice to Boards and senior executives

Strong expertise in:

Company law and corporate governance
Financial services regulation (preferably GFSC or equivalent)
Legal risk identification and mitigation
Excellent legal drafting and advisory skills
Ability to translate complex legal issues into clear, practical guidance
Strong understanding of Board dynamics and governance effectiveness

Legal Judgement & Integrity: Applies sound, independent legal reasoning
Influence & Credibility: Commands respect at Board level as a trusted legal advisor
Communication: Articulates complex legal matters with clarity and authority
Professional Independence: Maintains objectivity and challenges constructively
Discretion & Ethics: Handles sensitive matters with the highest confidentiality
Strategic Mindset: Aligns legal advice with organisational objectives
Resilience & Adaptability: Operates effectively in a dynamic regulatory environment

Success Measures

Strong legal and regulatory compliance with no material governance failings
Board decisions consistently underpinned by sound legal advice
Effective identification and mitigation of governance related legal risks
High quality, legally robust Board documentation and records
Positive regulatory engagement and confidence in governance framework

Core Banking Competencies

Strong understanding of the Bank's legal, regulatory, and risk landscape
Alignment with the Bank's governance culture and ethical standards
Effective collaboration with senior stakeholders and control functions
Proactive approach to legal risk management and continuous improvement