Associate General Counsel, Billease Bank, Inc. (A Rural Bank)

Billease Bank, Inc. (A Rural Bank) (formerly Rural Bank of Santa Maria (Ilocos Sur), Inc., and referred to herein as the “Bank”) is a Bangko Sentral ng Pilipinas (“BSP”)-supervised rural bank, operating under the Billease brand as the banking arm of the Billease Group.

The Bank operates alongside its affiliate, First Digital Finance Corporation (“FDFC”) — the SEC-registered financing company and BSP-registered Operator of Payment System that operates the Billease Buy Now, Pay Later (“BNPL”) and consumer-finance platform — to extend regulated deposit-taking, lending, and other banking services to Billease’s underserved customer base. The Billease Group is backed by an experienced leadership team and by institutional equity backing that includes TPG’s The Rise Fund. The Bank’s growth strategy centers on complementing FDFC’s consumer finance platform with regulated deposit and credit products, advancing the Group’s financial-inclusion mission in a market where over 90% of the population remains underbanked.

Reports To: the President, Billease Bank, Inc., under the general supervisory authority of the General Counsel, Billease Group

Location: Hybrid; report onsite once a week and as needed (office in Makati City)

Job Summary:

The Associate General Counsel (“AGC”) will perform full-time legal, regulatory, and corporate legal services on behalf of Billease Bank, Inc. (A Rural Bank), supporting the Bank’s compliance with applicable banking, corporate, and consumer-protection laws and regulations, as well as the Bank’s corporate secretarial and general housekeeping matters, including the monitoring of its reportorial obligations with regulators. Reporting jointly to the Bank’s President and the General Counsel of the Billease Group, the AGC will work closely with the Group Legal team to align the Bank’s legal and regulatory posture with that of FDFC — including with respect to intra-group related-party transactions, outsourcing arrangements, and data-sharing matters — and will play a central legal role in the Bank’s ongoing transition into a digital-centric rural bank.

Key Responsibilities:

Regulatory Compliance and Bank Governance

• 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.

Qualifications

• Juris Doctor (JD) or equivalent law degree from a reputable institution; member of the Philippine Bar in good standing.

• Three (3) to four (4) years of experience in corporate law practice with a reputable law firm, preferably with extensive experience in the banking and/or financial services sector.

• Working knowledge of Philippine banking, corporate, and financial regulatory law, including the MORB, the General Banking Law, the Rural Banks Act, the Anti-Money Laundering Act, the Data Privacy Act, and the Financial Products and Services Consumer Protection Act.

• Strong analytical and problem-solving abilities, with a proactive approach to identifying and mitigating legal and regulatory risks.

• Proven experience in contract drafting, review, and negotiation, and in managing regulatory compliance matters.

• Excellent communication and negotiation skills, with the ability to convey complex legal and regulatory matters to non-legal stakeholders and to engage directly with BSP and SEC, among other regulatory agencies.

• Ability to work collaboratively across the Billease Group’s legal, compliance, and business teams, and to manage multiple concurrent regulatory work streams with limited supervision.