Gathoni Kimani

GATHONI KIMANI Tel: -, Email:-● ADVOCATE OF THE HIGH COURT WITH 5 YEARS’ EXPERIENCE IN PRIVATE AND CORPORATE LAW. ● Member: Law Society of Kenya & Association of Certified Compliance Professionals in Africa. ● Certified Public Secretary of Kenya: Institute of Certified Public Secretaries of Kenya. CORE COMPETENCIES: ● ● ● ● ● ● ● Corporate Law & Governance Company Secretarial Litigation & Mediation Legal Research & Legal Advisory Basic Spanish & Chinese Languages Regulatory Management & Compliance Microsoft Office Suite ● ● ● ● ● ● Reporting & Presentation Risk Identification & Mitigation Contracts & Other Legal Documents Leadership & Team Management Communication & Negotiation Anti-Money Laundering & Counter Terrorism Financing KEY CAREER AND LEADERSHIP HIGHLIGHTS:-. Excelled as part of a team of trainers that took part in training of Business Registration Services Staff on Practice Notes in November 2020. Named top 100 compliance professionals in Africa by the Association of Certified Compliance Professionalism Africa for 2019. Successfully delivered in the preparation and conduct of the Annual General Meeting for the year 2019 for ABSA Bank Kenya PLC that saw the highest attendance by shareholders. Achieved 86% success rate within 3 months remediating the subsidiaries of ABSA Bank Kenya PLC at the Registrar of Companies and Business Registration Service. Nominated for the best article award in the ACC-PA Compliance awards, 2018. Successfully advised and acted for Chinese Company in a procurement matter in the Public Procurement Oversight Authority in a $430M tender dispute. Led the marketing of the Corporate Secretarial Department at Muma & Kanjama to existing and new clients resulting in a retention success rate of 71%. Prospered in advising a branch establishment and gave legal opinions on procedural and substantive laws for an international Non-Governmental Organisation at Azali Certified Public Secretaries LLP. Served as Youth Secretary at A.C.K St. Joseph of Arimathea Parish from-, where I established the members database and achieved multiple successful fundraising events including concerts. Served as Head of Press at the Kenya Model United Nations-CUEA Chapter from 2011 to 2012, where I introduced proper communication of information between members and the secretariat, i.e. bulk SMS. WORK EXPERIENCE: Consultant – Corporate Law and Governance Lydia Mwangi & Associates (Nairobi, Kenya) Eddah’s Hope Cancer Foundation (Nairobi,Kenya) Azali Certified Public Secretaries LLP (Nairobi,Kenya) Duties and Responsibilities: 1. ● ● Feb 2020 – Current July 2020- Current October 2020- Current Corporate Legal Advisory Conducting legal research under the direction of the Managing Partner, and providing information concerning legal and policy issues of clients in various areas of law​. Monitoring and interpreting the Legislative environment and ensuring that any anticipated risks are managed accordingly within various sectors such as pharmaceutical, banking and finance, manufacturing, and transport​. 2. Contract Management and Legislation Analysis ● Analysing and helping with preparation and negotiation of contracts, memoranda, leases, licenses and other documents that are given by the Managing Partner. 3. Company Secretarial Support ● Providing services to clients such as filing relevant documents at the Registrar of Companies, maintaining statutory and minute books, providing meeting support,drafting resolutions, company compliance and updating all required governance documents. ● Reviewing appraisal reports presented to the Board of Directors of various companies to ensure the terms therein are in line with the law and corporate policies. 4. Legal Research and Opinions ● Drafting legal opinions on various areas of law including corporate legal enquiries, employment law, Occupational Safety and Health, contracts, policies as directed by the Managing Partner. ● Advising and conducting training for line managers and other employees on employment law and organisation’s policies and procedures. Soft skills: ​Strategic planning, willingness to learn, communication, establishing interpersonal relationships Legal and Secretarial Services Assistant - On secondment from Sheer Logic Management Limited Absa Bank Kenya PLC (Nairobi,Kenya) Feb 2019 – Dec 2019 Duties and Responsibilities:1. ● ● ● ● ● 2. ● 3. ● ● 4. ● ● 5. ● ● ● 6. ● Corporate Governance Support Facilitated proper changes in corporate structure & ensured timely notification to the registrar as part of compliance with the Companies Act, No. 17 of 2015. Assisted the business with the review and updating of the Company’s delegated authority framework/ Power of Attorney. Managed and coordinated the activities of the Board e.g. trainings based on annual training plans and induction programs on instruction from the Company Secretary. provided support on certain aspects of compliance of quoted companies such as announcements,filings and regulatory disclosures. Ran point in preparation and engagement of auditors in conducting the governance audit. Agreements and Contract Management Reviewed and advised on various legal documents including Service Level Agreements, Joint Venture Agreements, Leases, Licences & Share Purchase Agreements and Investment Management Agreements. Relationship Management Engaged the Board, senior management, employees, shareholders and various regulatory bodies through correspondence and training. Supported the Company Secretary in maintaining a relationship with the directors. Financial Crime and Anti-Money Laundering Support Actively supported analytical and legal research on anti-money laundering and financial crime issues. Provided material legal guidance on financial crime issues to the Financial Crime Department. Litigation Processes Management Managed and reviewed litigation records & advised stakeholders on arising commercial/ litigious issues. Maintenance of court diary for cases coming up Follow up with lawyers on status of matters and briefing senior management on the status. Policy Management Managed and supported in adherence to Absa Group policies including training on policies to ensure company wide education on changes and applications. Soft skills: ​Trainability, result-oriented, collaboration, creativity Corporate Secretarial Consultant Azali Certified Public Secretaries LLP (Nairobi,Kenya) Jul 2018 – Oct 2018 Duties & Responsibilities ● Conducted corporate Status Checks for various companies to ensure statutory and policy compliance. ● Conducted regular statutory review and record comparison to ensure consistency and full compliance. ● Facilitated company constitutional changes i.e. changes in company name, registered offices, business objects, increase and decrease of registered share capital. ● Advised on branch set-up and legal opinions on procedural & substantive laws for an international NGO. ● Assisted boards to establish good Corporate Governance Structures and supporting policies & charters. ● Guided local and MNC boards in discharging their local statutory and Corporate Governance mandate. ● Maintained correspondence and generated reports for the investors and advisers. Soft Skills: ​Problem solving, resourcefulness, teamwork and desire to learn. Legal Consultant Muma & Kanjama Advocates & Various Companies (Nairobi,Kenya) Nov 2016 – Jun 2018 Duties and Responsibilities 1. Corporate Business Development and Employment Advisory ● Conducted due diligence while negotiating and drafting commercial agreements, engaged in legal and governance audits; Monitored changes in regulations and advised clients accordingly. ● Advised on Kenyan employment law, i.e. T&C, disputes, grievances, disciplinary, redundancy & dismissal. ● Provided legal opinion, analysis & recommendations on transactions, structures, strategies & operations. 2. Legal Research ● Researched extensively and prepared court documents including submissions for all courts including the Supreme Court & pleadings for medical-allied areas of law such as health, patient care and disability law. 3. Contracts and Other Legal Documents ● Reviewed, drafted and negotiated legal documents including general and management contracts, non-disclosure, share transfer, shareholder & partnership agreements; franchise & distribution agreements. ● Engaged in contract negotiations and management, prepared documents and advised on the suitability of standard legal contracts drawn up by 3rd Parties in relation to the interests of the clients. ● Developed templates for department specific documents such as Board charters, committee terms of reference, secretarial service related contracts and various company policies and internal controls. Soft Skills:​ f​ lexibility, adaptability,dependability. Associate and Head of Corporate Secretarial Department Muma & Kanjama Advocates (Nairobi, Kenya) 1. ● Mar 2015-Oct 2016 Talent and Performance Management Monitored and evaluated staff performance and informed retention and other human resource policies in line with the Labour laws. ● Participated in identifying and recruiting junior members of staff in the firm including conducting interviews and due diligence. 2. Corporate Secretarial Support ● Actively participated in and advised on changes in corporate structure and good corporate governance practices ● Managed a portfolio of 60+ corporates, attended Board & Annual General meetings & prepared requisite documents. ● Established alerts such as monitoring and updating of corporate calendar, Preparatory Compliance Check and remediation in view of transaction work, Corporate reconstructing, Mergers & Acquisitions. ● Advised on Board matters and ensured Board soundness through the preparation of Board charters, induction programs and evaluation, shareholders ‘agreements. ● Supported, advised on corporate governance and compliance and developed relevant internal controls. 3. Litigation and Legal Representation ● Represented companies and individuals before courts and quasi-judicial bodies and various parties and members in disputes before the Political Party Dispute Tribunal with a success rate of 75% on the cases. ● Preparing monthly litigation reports to the clients on the status of their matters . Soft skills: ​delegation, diversity awareness, critical thinking, emotional intelligence and trouble shooting. OTHER RELEVANT EXPERIENCE: ● ● Legal Assistant- Pupilage and Holding Over: Muma and Kanjama Advocates, Apr 2014 – Feb 2015 Internship - Kibatia & Co Advocates, Jan 2014 - Mar 2014 EDUCATION: ● ● ● MA. International Relations​: United States International University- Africa; Sep 2015 to Oct 2017. Post Graduate Diploma​: Kenya School of Law; January to November 2013. Bachelor of Laws​: ​Catholic University of Eastern Africa; August 2009 to October 2012 PUBLICATIONS: 1. 2. 3. 4. 5. 6. 7. 8. Kimani, G. (2019, March/April Issue). Money Laundering and the Securities market. ACCPA Compliance Magazine pp.8-9. Kimani, G. (2018, Nov/Dec Issue). The Millennial Company Secretary. ​The ICS Governance Journal​, p. 14. Kimani, G. (2018). Gate-keeping on Anti money Laundering and Counter Terrorist Financing: A Case for The Kenyan Advocate. ​South Asian Law & Economics Review.​ Vol 3 (November Issue). Pp. 247-267 Kimani, G. (2018, October 9). What makes a millennial company secretary a key asset to an organization? The Standard, p.5. Kimani, G. (2018, March/April). The Newest FTA in town: Is Kenya ready to Tackle TBML? ​ACCPA Compliance Magazine​. Pp.15-16. Bwire, S., Kimani, G., Mohamud, I., Kihumba, L. & Hinga, W. (2017). Impact of Culture on Human Development: An Analysis of Select Kenyan Communities. ​International Journal of Social Science and Humanities Research.​ Vol.5 Issue 2. Pp. 82-90. Thesis: Nexus between Corporate Governance and Foreign Direct Investment: A Comparative Study of Kenya and South Africa. Dissertation: Rights of the Dead: A Case Study of the Legal Framework for Organ Donation in Kenya. MEMBERSHIPS, AFFILIATIONS AND CERTIFICATIONS: ● ● ● ● ● Law Society of Kenya​: Member, 2015 Associate Member of the Chartered Institute of Arbitrators​: ​Passed qualifying exam; August 2013 Anti-Money Laundering Certificate​: ​Association of Certified Compliance Professionals in Africa ;Feb 2018 Certified Professional Mediator​: ​Mediation Training Institute (International) ;November 2014 Certified Secretary​: ​Registered Member; 2016, Practicing Member; 2019 REFEREES: Lydia Mwangi Managing Partner Lydia Mwangi & Associates Tel: -- Jack Kumali Head of Finance and HR Muma & Kanjama Advocates Tel: -- Madren Oluoch-Olunya Managing Partner Azali Certified Public Secretaries LLP Tel: --