Advise the Bank's management and Board of Directors on compliance with the MORB, the Rural Banks Act, the General Banking Law, and applicable BSP issuances governing rural banks.
Support the Bank's corporate governance framework, including board and board-committee documentation, fit-and-proper standards for directors and officers, and the Bank's compliance program, risk management framework, and internal audit charter required under BSP supervisory standards.
Support regulatory filings and notifications to BSP and SEC, including with respect to the Bank's ongoing digital-centric conversion.
Contract Negotiation and Management
Draft, review, and negotiate the Bank's commercial agreements, including deposit and loan documentation, vendor and outsourcing contracts, technology agreements, and service agreements, in line with the Group's legal and risk management framework.
Establish and maintain contract management processes and proper documentation standards for the Bank to minimize risks associated with contractual obligations.
Corporate Secretarial and Housekeeping Matters
Provide corporate secretarial services to the Bank, including preparing notices, agenda, and minutes for meetings of the Board of Directors, Board committees, and stockholders, and maintaining the Bank's corporate and statutory records (including its stock and transfer book, minutes book, and stock certificates).
Maintain the Bank's regulatory compliance calendar and monitor its reportorial obligations and deadlines with BSP, SEC, PDIC, AMLC, and other applicable regulators, ensuring the timely preparation and submission of required reports, disclosures, and license or registration renewals.
Attend to other corporate housekeeping matters, including updating the Bank's corporate records, registers, and government filings.
Litigation and Dispute Resolution
Manage litigation, labor, administrative, and dispute resolution matters involving the Bank, working with and supervising external counsel as necessary to ensure cost-effective and high-quality representation.
AML/CFT and Consumer Protection
Support the Bank's compliance with the Anti-Money Laundering Act and its implementing rules, including KYC, suspicious transaction reporting, and beneficial-ownership requirements.
Support compliance with the Financial Products and Services Consumer Protection Act (Republic Act No. 11765) and BSP Circular No. 1160, including maintenance of the Bank's Consumer Assistance Mechanism.
Corporate Transactions and Capital Matters
Provide legal support for the Bank's corporate transactions, including capital infusions, stockholder and board actions, and changes in ownership or control requiring prior BSP approval under applicable law.
Assist in the preparation and execution of corporate documentation, including amendments to the Bank's Articles of Incorporation and By-Laws, and related SEC filings.
Risk Management
Collaborate with the Bank's Compliance, Risk Management, and Internal Audit functions to proactively identify and manage legal and regulatory risks across the Bank's operations.
Support maintenance of the Bank's required AML Manual, Business Continuity Plan/Disaster Recovery Plan, IT Risk Management Plan, and RPT Policy, among other standing BSP regulatory requirements.
