Legal Counsel

I. Qualification standards

a. Qualified to practice law in the Philippines and preferably around at least five (5) years PQE working for a reputable law firm and / or as in-house counsel.

b. Experience in advising clients and working on corporate and commercial law transactions, mergers and acquisitions, foreign investments, legal due diligence review, contract review and drafting, corporate secretarial / housekeeping functions, regulatory compliance, and franchising.

c. Fluent in English.

Advanced skills in contract review and drafting, together with compliance and data privacy work experience, are preferred.

II. General overview

The Legal Counsel is the business team’s legal partner and primary point of contact in the legal team. He or she provides legal advice and support to business on a wide range of corporate and commercial matters, including among others, the drafting and review of contracts, providing support on mergers and acquisitions, ensuring regulatory compliance and the setting up or incorporation of entities in the Philippines and other jurisdictions in Southeast Asia. He or she will also handle corporate secretarial and housekeeping matters and will assist in the supervision of paralegals in their corporate secretarial tasks.

III. Responsibilities

a. Business set -up

1. Prepare and / or collate documents required to register the company (liaising with central legal team and external company secretary) and to secure necessary permits and / or licenses to operate.

2. Ensure compliance with requirements for business set-up and operations including any requirements related to any foreign investment laws.

3. Coordinate with other business units within the IBA Group and investors for incorporation requirements.b. Corporate Housekeeping

1. Prepare, file and monitor SEC applications such as applications for incorporation and amendment of articles of incorporation.

2. Coordinate with external firms in other jurisdictions on corporate secretarial matters.

3. Review of secretary’s certificates and Board of Directors and shareholders’ meeting minutes prepared by paralegals.

4. Tracking of share transfers and shareholdings and reconciliation and review of

shareholdings.

5. Assist in the updating of stock and transfer books and other reports on shareholdings and share transfers.

6. Supervise and manage paralegals on corporate secretarial matters.

c. Corporate and Commercial Law Transactions

1. Assist in the drafting and review of contracts and documents related to share purchase transactions, shareholders’ agreements, loans and corporate financing, and other contracts and legal documents related to the business / operations of the group.

2. Liaise with external legal counsel and the business on legal matters to facilitate the implementation and completion of corporate and commercial law transactions.

3. Assist in undertaking legal due diligence review.

4. Advise the business on corporate and commercial law matters.

d. Compliance

1. Implement, and monitor compliance frameworks, policies, and procedures to ensure adherence with applicable laws, regulations, and internal group standards.

2. Monitor compliance with franchise, corporate governance, data privacy requirements relevant to IBA Group’s operations.

3. Coordinate with regulators and government agencies for compliance filings, inspections, and inquiries.

4. Conduct periodic compliance reviews and risk assessments and recommend corrective or preventive measures.

5. Prepare and submit compliance reports to the Group Chief Legal & Risk Officer and other stakeholders as required.

6. Assist in the design and rollout of compliance training and awareness programs across the IBA Group.

e. Miscellaneous

1. Perform legal research and advise as necessary on laws and regulatory requirements related to the business.

2. Undertake such other tasks which may be assigned by the Group Chief Legal & Risk Officer and / or concerned Legal Director from time to time.