General Counsel responsible for corporate governance and legal risk management for Farmers and Merchants Bank. Reporting to CEO while supporting compliance and legal strategy with the Board of Directors.
Responsibilities
The General Counsel serves as the Bank’s chief legal advisor responsible for board and corporate governance activities, supporting and mitigating legal risk across Bank operations, and provides support for compliance and regulatory activities to the 2nd Line of Defense (2LOD).
The General Counsel will report to the Chief Executive Officer.
The role partners closely with executive leadership to guide strategic decisions, maintain ethical standards, and protect the Bank’s interests in a dynamic legal and regulatory environment.
Manage and support corporate governance including but not limited to the annual shareholder meeting, the proxy statement, annual filings, and general corporate governance documents and activities.
Work with the CEO and President on meeting with large current and prospective investors on a regular cadence to build relationships; participate in meetings with institutional investors.
Support and collaborate with the Chief Risk Officer to identify, assess, and mitigate legal, regulatory and reputational risk exposure across the Bank.
Provide legal advice in the best interests of the Bank and its stakeholders, regardless of the reporting alignment, and shall have authority to escalate a material legal concern directly to the Board of Directors.
Coordinate from a legal perspective with Compliance, Finance, and others on filings required for share repurchases and other capital related activities, branch changes, and other legal/regulatory requirements as part of ongoing bank operations.
Participate in bank initiatives and projects as required.
Assume additional responsibilities, as requested.
Provide support and overview of Bank litigation and other legal activities.
Requirements
15+ years of progressive legal experience, preferably within a financial institution, major law firm, or a US banking regulatory agency.
Active member in good standing with the CA state bar.
Strong knowledge of federal and CA state banking laws and regulations.
Experience with litigation, transactions, commercial lending and deposit documentation.
Familiarity with banking compliance areas such as BSA/AML, general Bank compliance including data privacy and protection is a plus.
Strong knowledge of the financial services industry, including Bank structures, regulatory and legal environments and its products and services.
Strong knowledge of corporate governance requirements.
Excellent strategic thinking, critical thinking, business judgment, and problem-solving skills.
Clear and effective communicator to explain complex legal and/or regulatory language into understandable concepts.
Excellent time management, verbal and written communication skills.
Experience with presenting and communicating with external regulators, board directors, shareholders and potential investors.
High degree of professional ethics and integrity, serving as a role model for the Bank’s ethical standards.
Strong team player and self-starter.
Complies with all State and Federal Banking regulatory requirements, including but not limited to: BSA, Anti-Money Laundering OFAC, CIP, Financial Elder Abuse Reporting, Sexual Harassment, Information Security and privacy requirements.
Acts as the control point for the office to ensure that all CIP, BSA, OFAC requirements, procedures and time frames are met.
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