A CAREER ADVANCING FINANCIAL INCLUSION:

ABOUT FINCA IMPACT FINANCE

FINCA Impact Finance believes all people should have the opportunity to leverage their wisdom, talent and effort to determine their own destiny. Our worldwide network of full-service banks and microfinance institutions are grounded in the conviction that inclusive finance is critical to bringing people out of poverty. FINCA sets standards for the microfinance industry, constantly innovating and developing new products and services that help our customers achieve their dreams. Millions of entrepreneurs rely on FINCA's commitment to customer protection and an unmatched customer experience to build a better future for themselves, their families, and their communities.

FINCA Impact Finance's global network of microfinance institutions and banks provides responsible financial services and enables low-income entrepreneurs and small business owners to invest in their future. With 40 years of experience and a mostly local staff of nearly 5,000, FINCA delivers a double bottom line of social impact and profitability. We hire people from a wide variety of backgrounds at all career stages to fully connect with our customers and strengthen the institution. FINCA expects employees to personify our values of transparency, active listening, accountability, and respect. Successful candidates will embrace our brand attributes of warmth, trust, and responsible banking, and possess a commitment to collaboration, service, and inclusivity.

Role Purpose

Reporting directly to Chief Executive Officer, the General Counsel / Head Legal Officer and Corporate Secretary is responsible for providing comprehensive legal and strategic advice to the Subsidiary, including the Subsidiary's Management and Board of Directors, and managing the overall legal risk of the Subsidiary. The HLO is a member of the Subsidiary's Management Board and, as such, participates in all discussion and decisions made by such body, providing leadership to the Subsidiary. The HLO has a dual role consisting of (i) having primary responsibility for the Subsidiary-wide legal function as head of the legal department and member of the Management Board, and (ii) being responsible for the corporate governance of the Subsidiary as Corporate Secretary. The HLO is responsible for overseeing all law-related areas of the operations of the Subsidiary, with a focus on banking and financial regulatory matters, legal compliance, development of policies, employment and labor, litigation and contracts. The HLO is responsible for identifying legal risks associated with the operations of the Subsidiary and proposing mechanisms for mitigating such risks. In collaboration with all senior management of the Subsidiary, the HLO must ensure that a culture of integrity and transparency is developed and maintained in the organization, overseeing the implementation of and compliance with policies and laws, including FINCA's Code of Conduct.

Accountabilities

Corporate Governance

• Acts as the Corporate Secretary of the Subsidiary,
• Advises Management at the Board of Directors on the scope of their authority, appropriate decision-making, and legal aspects of their decisions,
• Attends all meetings of the Shareholders/Members, Board of Directors and relevant Committees,
• Leads the scheduling of meetings of the corporate bodies of the Subsidiary to ensure compliance with applicable requirements and to ensure that all decisions are adopted in a timely manner and by the appropriate corporate body,
• Assists with preparation of the agenda for Shareholders, Board and relevant Committee meetings,
• Sends meeting notices to all Shareholders, members of the Board and all relevant Committee members, as applicable,
• Provides guidance to the Management Board of the Subsidiary in the preparation of materials for each meeting,
• Provides legal advice to the Chair of the Board in the exercise of the Chair's duties,
• Records attendance at all Board and Committee meetings and conveys attendance records on a quarterly basis to FINCA Impact Finance,
• Ensures that quorum requirements are met and that decisions are adopted in accordance with applicable law and the Subsidiary's constituent documents,
• Drafts minutes at Shareholders', Board meetings and applicable Committee meetings and drafting resolutions, as necessary,
• In coordination with FINCA Impact Finance, ensures that appointments and removals of Directors are documented and approvals from authorities are obtained in a timely fashion, as required, issuing formal letters of appointment and removal to the Directors,
• Ensures compliance with applicable laws, regulations, FINCA policy and principles of good corporate governance,
• Promptly reports and advises on conflicts of interest in accordance with FINCA policies and the Code of Conduct,
• Advises Directors and Board officers on their responsibilities, including their fiduciary obligations,
• Periodically assesses governance practices and Directors' performance and recommending ways to improve,
• Maintains all corporate records and documenting all corporate decisions.

Compliance with banking and microfinance regulation applicable to the activities and operations of the Subsidiary

• Determines the obligations of the Subsidiary based on applicable banking and microfinance legislation and adjusts policies and processes as necessary to reflect such obligations,
• Stays abreast of changes in applicable banking and microfinance laws and regulation and timely communicating such changes and updates to Management and relevant staff,
• Reviews internal documents and policies to ensure they are drafted in accordance with applicable law,
• Reviews and prepares, as necessary, contracts and documentation used by the Subsidiary in the business of providing financial services to its clients,
• Assists in the preparation and drafting of reports and communications to the regulator.

Legal support to other areas of the operations of the Subsidiary

• As a member of the Management Board of the Subsidiary, offers guidance to the various departments and divisions of the Subsidiary and making decisions with the Management Board to manage the Subsidiary's day-to-day operations,
• Implements the instructions of the Board of Directors of the Subsidiary concerning the legal aspects of the operations,
• Provides support to the Subsidiary, especially to the Human Resources function, to ensure compliance with labor and employment obligations as an employer, including registering with local authorities and entering into employment contracts drafted in accordance with local law and that protect the interests of the Subsidiary,
• Provides legal support to determine the best hiring structure and the types of visas and immigration permits required to allow foreign citizens to provide services to the Subsidiary,
• Engages with tax experts as necessary in order to provide advice as to tax liabilities and practices of the Subsidiary, including those related to transactions with local and foreign third parties and proposing ways to structure such transactions in order to obtain the best tax treatment available under applicable law,
• Reviews and drafts documentation related to the implementation of potential projects by the Subsidiary, including grant agreements and partnerships with third parties,
• Reviews and negotiates (in coordination with FINCA Impact Finance, if applicable) loan agreements and other arrangements for the financing of the operations of the Subsidiary,
• Provides legal opinions based on local law regarding various aspects of the operations of the Subsidiary,
• Identifies legal risks associated with the operations of the Subsidiary and proposing mechanisms for mitigating them,
• Reviews and drafts documentation and contracts related to the day-to-day activities of the Subsidiary, especially

• Acts as the Corporate Secretary of the Subsidiary,
• Advises Management at the Board of Directors on the scope of their authority, appropriate decision-making, and legal aspects of their decisions,
• Attends all meetings of the Shareholders/Members, Board of Directors and relevant Committees,
• Leads the scheduling of meetings of the corporate bodies of the Subsidiary to ensure compliance with applicable requirements and to ensure that all decisions are adopted in a timely manner and by the appropriate corporate body,
• Assists with preparation of the agenda for Shareholders, Board and relevant Committee meetings,
• Sends meeting notices to all Shareholders, members of the Board and all relevant Committee members, as applicable,
• Provides guidance to the Management Board of the Subsidiary in the preparation of materials for each meeting,
• Provides legal advice to the Chair of the Board in the exercise of the Chair's duties,
• Records attendance at all Board and Committee meetings and conveys attendance records on a quarterly basis to FINCA Impact Finance,
• Ensures that quorum requirements are met and that decisions are adopted in accordance with applicable law and the Subsidiary's constituent documents,
• Drafts minutes at Shareholders', Board meetings and applicable Committee meetings and drafting resolutions, as necessary,
• In coordination with FINCA Impact Finance, ensures that appointments and removals of Directors are documented and approvals from authorities are obtained in a timely fashion, as required, issuing formal letters of appointment and removal to the Directors,
• Ensures compliance with applicable laws, regulations, FINCA policy and principles of good corporate governance,
• Promptly reports and advises on conflicts of interest in accordance with FINCA policies and the Code of Conduct,
• Advises Directors and Board officers on their responsibilities, including their fiduciary obligations,
• Periodically assesses governance practices and Directors' performance and recommending ways to improve,
• Maintains all corporate records and documenting all corporate decisions.
• Determines the obligations of the Subsidiary based on applicable banking and microfinance legislation and adjusts policies and processes as necessary to reflect such obligations,
• Stays abreast of changes in applicable banking and microfinance laws and regulation and timely communicating such changes and updates to Management and relevant staff,
• Reviews internal documents and policies to ensure they are drafted in accordance with applicable law,
• Reviews and prepares, as necessary, contracts and documentation used by the Subsidiary in the business of providing financial services to its clients,
• Assists in the preparation and drafting of reports and communications to the regulator.
• As a member of the Management Board of the Subsidiary, offers guidance to the various departments and divisions of the Subsidiary and making decisions with the Management Board to manage the Subsidiary's day-to-day operations,
• Implements the instructions of the Board of Directors of the Subsidiary concerning the legal aspects of the operations,
• Provides support to the Subsidiary, especially to the Human Resources function, to ensure compliance with labor and employment obligations as an employer, including registering with local authorities and entering into employment contracts drafted in accordance with local law and that protect the interests of the Subsidiary,
• Provides legal support to determine the best hiring structure and the types of visas and immigration permits required to allow foreign citizens to provide services to the Subsidiary,
• Engages with tax experts as necessary in order to provide advice as to tax liabilities and practices of the Subsidiary, including those related to transactions with local and foreign third parties and proposing ways to structure such transactions in order to obtain the best tax treatment available under applicable law,
• Reviews and drafts documentation related to the implementation of potential projects by the Subsidiary, including grant agreements and partnerships with third parties,
• Reviews and negotiates (in coordination with FINCA Impact Finance, if applicable) loan agreements and other arrangements for the financing of the operations of the Subsidiary,
• Provides legal opinions based on local law regarding various aspects of the operations of the Subsidiary,
• Identifies legal risks associated with the operations of the Subsidiary and proposing mechanisms for mitigating them,
• Reviews and drafts documentation and contracts related to the day-to-day activities of the Subsidiary, especially