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									                           General Counsel & Corporate Secretary

Job Title: General Counsel & Corporate Secretary
Company: MCAP Service Corporation
Job Status: Full Time
Location: Toronto
Reports To: President & CEO, MCAP Service Corporation
Closing Date: March 30th, 2012
Candidate Status: Open
Job Reference Number: 597

Role Summary:
This position is responsible for the efficient administration of the corporate legal affairs of the
company, particularly with regard to ensuring compliance with statutory and regulatory
requirements; and for ensuring that decisions of the Board of Directors are clearly
communicated, implemented and upheld by the Management team. This position is also
responsible for timely and cost effective provision of legal advice (either directly or from outside
legal counsel) to the various business units, as their needs dictate. This will require knowledge
of the operations and the legislation and regulations affecting the company’s operations. The
General Counsel and Corporate Secretary will determine what day-to-day matters are referred to
outside counsel across the country, and establish a system to manage outside legal services.

Key Responsibilities:

Provide in-house legal services to advance the needs of the business.

Plan the future legal affairs of the corporation
Institute measures to prevent future litigation
Monitor activities of MSC
Ensure the organization is in compliance with all applicable laws, and
Protect the legal rights of MSC from abuse by others

Co-ordinate communication with and between the Board of Directors, senior
management and shareholders including;

Advising the CEO, members of the Board and senior management, especially on corporate
 governance matters
Ensure the Board members have the appropriate advice and resources for discharging their
 fiduciary duties
Ensure the records of the Board’s actions reflect the proper exercise of those fiduciary duties

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                                                      General Counsel & Corporate Secretary

General Counsel Responsibilities:

 Foster corporate conscience and set the tone for its ethical culture
 Implement legal educational responsibilities of management and employees
 Handle day-to-day corporate legal affairs
 Maintain a working knowledge of the legislative and regulatory environment in which MSC
 Act as a “first” legal resource to all business units within MSC
 Advise upon the legal aspects of various MSC matters
 Select and supervise outside counsel
 On a day-to-day basis, provide advice on contracts, document drafting, legislative
  interpretation, and regulatory filing issues
 Ensure legal services provided are cost effective

Corporate Secretary Responsibilities:

 Advise the Board of Directors in respect of MSC’s corporate affairs
 Advise the Board of Directors in respect of conflicts of interest
 Communicate decisions of MSC’s Board of Directors to Management in a clear and timely
 Attend and record proceedings at all meetings of MSC’s Board of Directors and its
 Implement policies, procedures and practices to efficiently and effectively administer MSC’s
  corporate legal affairs
 Ensure by-laws and other records are current and available to directors
 Establish and implement processes for ongoing director training including:
         Sound governance practices
         Duties of directors dictated by law
         MSC business practices that allow the directors to make informed decisions

Compliance Responsibilities:

 Work with the various compliance functions (Privacy Officer, AML Officer, Compliance Officer,
  Principal Broker) to ensure compliance issues are addressed by Management, and reported to
  the Board and its Committees as required

Planning and Performance Responsibilities:

 Prepare annual business plans and budgets for the General Counsel and Corporate Secretary
  that reflect MSC’s strategic plan
 Establish controls / measurements for effective corporate governance programs
 Complete regular self-assessment on effectiveness and efficiency of MSC’s governance

Leadership Responsibilities:

 Champion MSC values throughout the organization
 Provide leadership, direction and legal counsel to business units, as required

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                                                       General Counsel & Corporate Secretary

Knowledge (Education/Experience):

LL.B. or JD in good standing
Minimum of 5 years of experience acting as internal legal counsel to an organization,
preferably in the financial services sector.


Ability to understand MSC’s business and the mortgage banking industry in general.
Have a working knowledge of corporate and mortgage law.
Proven leader with demonstrated team and relationship building skills.
Superior communication skills; both oral and written.
Detail oriented.
Ability to be flexible and creative.
Ability to advise and influence Management.
Effective listening skills with ability to ‘think on your feet’ to address Management’s concerns.

To apply for this position, please send your resume and cover letter to:

We thank all applicants for their interest in MCAP, however only those selected for an interview
will be contacted.

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