Legal Counsel/Company Secretary Support at VerifyMe

Position Overview:

• We are seeking a seasoned legal professional to lead and support the Company Secretariat function, and to provide high-quality, day-to-day Board governance support. The role is primarily operational and advisory: ensuring statutory and regulatory compliance (CAMA, CAC, sector regulators), managing Board and committee processes end-to-end, administering shareholder relations and corporate filings, and safeguarding excellent governance practice across the organisation.
• This is a position that requires strong judgement, exceptional attention to detail, a proven track record in company secretarial practice, and the ability to operate confidently with executive management and non-executive directors. The successful candidate will be comfortable working in a fast-paced, regulated environment and interfacing with international advisers where required.

Responsibilities:

The Legal Counsel shall be responsible for:

Company secretarial and statutory compliance

• Carry out Company Secretary functions and ensure full compliance with the Companies and Allied Matters Act (CAMA) and CAC filing obligations.
• Maintain and continuously update statutory registers (members, directors, secretaries, charges, PSC register), minute books and other corporate records.
• Prepare, lodge and track statutory filings with CAC (annual returns, changes in directors/shareholders, allotments, share capital changes, charges, etc.) and ensure timeliness and completeness.
• Coordinate and manage share capital transactions (allotments, transfers, consolidations, share buy-backs, dividend records) and prepare supporting board/shareholder documentation.
• Ensure contracts and corporate seals are properly controlled; maintain document retention and records management protocols.

Board and committee management

• Own the Board calendar: schedule and coordinate Board and Committee meetings (Finance, Strategy and Innovation, etc.).
• Prepare and circulate notices, agendas and Board packs in line with agreed deadlines and governance best practice. Ensure Board papers are legally sound and commercially practical.
• Attend Board and Committee meetings, take, draft and circulate accurate, regulator-ready minutes within 3–5 business days, and manage follow-up on action items.
• Support director induction, ongoing director training, independence assessments and performance evaluation processes.
• Advise the Chair and individual Directors on duties, conflicts of interest, disclosure obligations and governance obligations.

Governance policies and advisory

• Draft, review and maintain key governance documents: Board Charter, Committee Charters and/or Terms of Reference, Delegation of Authority, Code of Conduct, Conflicts policy, Shareholders’ Agreement templates, etc.
• Advise on governance architecture and improvements in line with industry/corporate governance codes and regulatory expectations (including CBN governance guidance where relevant).
• Coordinate Board effectiveness reviews and implement agreed improvements.

Regulatory liaison and corporate events

• Act as primary corporate governance liaison with regulators on Board- and company-level matters (e.g. CBN notifications, licensing condition confirmations, CAC queries, etc.).
• Prepare governance materials and sign-off documentation required for licensing or regulator processes (e.g. credit bureau licensing assistance for related entities).
• Manage preparations for shareholder meetings (AGMs/EGMs) and ensure notices, proxy materials and resolutions meet statutory requirements.

Corporate transactions and record keeping

• Draft and manage board and shareholder resolutions, minutes for major corporate actions (M&A, fundraising, restructuring), and ensure accurate archival.
• Where applicable, coordinate with external counsel and advisors on transactional documentation and ensure internal governance sign-offs are obtained.
• Ensure related-party transactions are properly documented and approved by the board/shareholders as required.

Governance risk & continuous improvement

• Maintain a governance-risk register and ensure remediation of governance control gaps.
• Drive improvements to board administration processes (board portal administration, secure circulation, version control, record retention, signing platforms, etc.).
• Provide periodic governance reporting to Senior Legal Counsel and the Board/Committee.

Key deliverables & KPIs

• Statutory compliance: 100% of statutory filings completed on or before deadlines (CAC and regulator filings).
• Board materials: Board packs circulated at least 5 business days before meetings in 95% of instances.
• ·Minutes: Accurate, signed Board minutes circulated within 3–5 business days; action items tracked and 90% closed within agreed timelines.
• Governance quality: Zero governance-related regulatory breaches; evidence of remediation where issues arise within agreed timeframes.
• Shareholder meetings: AGM/EGM documentation completed to statutory standards and executed on schedule.
• Stakeholder satisfaction: Positive feedback (≥80% favourable) from Chair/Directors on governance support in Board survey.
• Corporate Filings: Accurate and timely CAC filings with zero liabilities

Here’s a well-structured Minimum Requirements section for the Legal Counsel/Company Secretary Support role:

Minimum Requirements:

• Education: Bachelor’s degree in Law (LL.B) from a recognized institution; call to the Nigerian Bar (BL) is required. A Master’s degree or professional certification in Corporate Governance (e.g., ACIS, ICSA) is an advantage.
• Experience: Minimum of 5 years post-qualification experience in company secretarial practice, corporate governance, or legal advisory roles, preferably in regulated sectors or fast-paced corporate environments.

Knowledge & Skills:

• Strong understanding of Nigerian corporate law, including Companies and Allied Matters Act (CAMA), CAC regulations, and sector-specific regulatory frameworks.
• Proven experience in Board and committee administration, corporate filings, shareholder relations, and statutory compliance.
• Excellent drafting, reviewing, and document management skills (board packs, minutes, resolutions, governance policies).
• Strong judgment, high attention to detail, and ability to handle confidential matters with discretion.
• Proficiency in corporate governance software, document management tools, and Microsoft Office suite.

Competencies:

• Exceptional organizational and time-management skills with the ability to manage multiple priorities.
• Strong interpersonal and communication skills, capable of interfacing with executive management, non-executive directors, regulators, and external advisers.
• Ability to work independently, proactively identify governance risks, and drive continuous improvement.
• High integrity, professionalism, and commitment to best governance practices.