02._Director,_Legal_(General_Counsel).docx

Position:

Director, Legal (General Counsel)

Position Objective

The Director of Legal (General Counsel) will serve as a critical member of the senior management team of the Accountable Entity (the MCA) identified in the compact (Compact) between the Government of Mongolia and the United States of America, acting through the Millennium Challenge Corporation (MCC). The General Counsel will serve as the principal legal officer and senior policy advisor on legal matters, as well as a technical resource, to the MCA governing board (Board) and management team and other staff of the MCA. The General Counsel will also serve as the corporate secretary to the Board of the MCA. The General Counsel may have responsibility for managing and supervising subordinate staff and other legal resources as may be necessary for proper functioning of the MCA.

Duties and Responsibilities

· Provide or coordinate the provision of legal advice on all issues affecting the internal operations of the MCA, including government contracts and other agreements, third party commercial contracts and other agreements, procurement and fiscal law, and corporate governance and records management.

· Help to identify, and advise on, situations that may involve elements of fraud and corruption and/or conflicts of interest in the implementation of the Compact. Coordinate training and advice on MCC policies and applicable laws, regulations and other policies relevant to the prevention, detection, and correction of fraud and corruption. Coordinate training and advice on matters of ethical behavior, including the avoidance of conflicts of interest and policies governing confidentiality and transparency. This training will include the Board, the management team, other staff of the MCA, and, where appropriate, implementing entities of the Government of Mongolia (Government) designated in accordance with the terms of the Compact and of MCA contractors.

· Ensure that MCA activities comply with: (i) the obligations of the MCA contained in the Compact and all related agreements or otherwise delegated to the MCA by the Government; (ii) all agreements entered into under or in furtherance of the Compact; (iii) all applicable laws and regulations of Mongolia; (iv) all of the MCA’s organizational and governance documents, including any law or decree related to the creation or operation of the MCA and the MCA’s bylaws or other governing documents; and (v) any other applicable laws, regulations, policies, and agreements.

· Advise the Board, the management team, and the staff of the MCA on legal issues and address legal matters as they arise. This may include preparing and submitting reports and other documents on a periodic basis to the Board and the management team that identify any problems (and recommended solutions) encountered in MCA compliance with its obligations or other legal matters.

· Serve as the corporate secretary of the Board. This includes developing and implementing procedures for the meetings of the Board and ensuring that Board meetings and actions comply with the requirements of the Compact, all related agreements, and the relevant governing documents of the MCA (including any law or decree related to the creation or operation of the MCA and the MCA’s bylaws or other governing documents). This function also includes responsibility for ensuring all necessary and appropriate records are produced and maintained by the MCA.

· Participate in negotiations, and draft, review, and advise on all types of contracts and other documents to be executed by the MCA.

· Participate in the drafting and review of deliverables required by the terms of the Compact and related agreements to ensure legal sufficiency and the proper and timely delivery of such deliverables.

· Advise the Board and MCA regarding employment matters, including drafting and negotiating employment agreements.

· Provide guidance on legal implications of procurement and financial activities that may be undertaken by the MCA.

· Cooperate with and advise representatives of Government bodies, including ministries, the legislature, and other public agencies, regarding the Government’s responsibilities under the Compact and all related agreements.

· Represent, or manage the representation of, the MCA before courts, regulatory, and administrative bodies, and in arbitration and other proceedings.

· Act as the main liaison between the MCA and MCC on legal matters relating to the implementation of the Compact.

· Recruit, supervise, and manage junior legal officers and other staff within the MCA, as may be necessary.

· Determine the need for additional legal experts (including outside counsel), identify possible sources for such experts, assist the Procurement Director in the procurement of such experts, provide recommendations on particular legal tasks that should be outsourced to an outside counsel, and manage such outside counsel.

· Perform such other responsibilities that are commonly exercised or incidental to the position of General Counsel or as may be delegated or requested from time to time by the Board or the management team of the MCA.

Requirements (Education, Experience, Technical Competencies)

· Must hold an appropriate degree in law and be qualified and certified in good standing to practice law in Mongolia.

· Approximately ten (10) or more years of relevant experience working at a law firm or as legal counsel, preferably with some experience serving as in-house counsel and some experience working in a law firm or as legal counsel in Mongolia.

· Knowledge of, and experience with, both international law and the laws of Mongolia encompassing a diverse range of legal issues, including contract, corporate, construction, employment, and procurement laws and regulations, especially in transactions or situations involving foreign investors/foreign governments, or experience representing foreign investors in transactions or situations involving the Government. Experience in international commercial transactions and project and structured financing is a plus.

· Experience advising entities in negotiating, executing, and implementing international agreements with foreign governments. Experience in US Government funded projects is a plus.

· Experience working as or with a corporate secretary on governing board and corporate governance, compliance, and record keeping matters.

· Experience in administering or providing advice regarding tax exemptions under Mongolian law.

· Proven ability to work in a national and international context.

· Demonstrated ability to coordinate with Government entities to ensure smooth implementation of MCA activities.

· Ability to work with multidisciplinary teams and institutions.

· Strong interpersonal skills and the ability to establish and maintain effective working relationships with people of different backgrounds.

· Demonstrated ability to collaborate effectively with peers as well as work across departments or divisions.

· Proven supervisory or management experience of attorneys and other staff.

· A responsible and flexible attitude and capacity to simultaneously manage a variety of tasks, responsibilities, and shifting priorities and deadlines without supervision.

· Demonstrated history of delivering high quality projects and work product on time and within budget.

· The ability to work under pressure and against tight deadlines.

· Demonstrated professionalism, good judgment, and flexibility to meet the needs of the position.

· Strong computer skills (e.g., MS Office, Internet).

· Excellent written and verbal communication skills in English.

This Position Description is subject to revisions/updates as necessary to ensure alignment to the organization’s strategic direction and structure. Revisions to the description are subject to applicable Human Resources policies and procedures, and official versions of each Position Description are maintained by Human Resources.

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