Chief Risk Officer & Chief Legal Counsel

Consumers National Bank•Minerva, OH

About The Position

Results driven corporate attorney with experience in financial services and public company corporate governance. The CRO / CLC will advise and partner with senior management on strategic initiatives and will develop and manage the bank’s programs that are designed to identify, manage, and mitigate current and developing internal and external risks. As a community bank, our success is built on trust with our customers, our communities, our employees, and our regulators. The CRO/CLC helps protect and strengthen that trust by ensuring sound risk management, clear governance, and practical legal guidance.

Requirements

Juris Doctor (JD) from an accredited law school.
Active license to practice law in the applicable jurisdiction.
10+ years of progressive experience in banking, financial services, or another highly regulated industry.
Demonstrated experience advising senior leadership and Boards of Directors.
Strong working knowledge of banking laws, regulations, and risk management principles.

Nice To Haves

Executive or senior leadership experience within a community or regional bank.
Direct experience interacting with federal and state banking regulators.
Experience overseeing or partnering closely with compliance, BSA/AML, or audit functions.
Professional certifications: CRCM (Certified Regulatory Compliance Manager), CERP (Certified Enterprise Risk Professional), or similar certifications, a plus.

Responsibilities

Departmental Oversite of: · Compliance Officer in their management of the bank’s consumer compliance program and related vendors. · Internal Audit Department in their management of the internal audit program, external audit engagement, loan review engagement, information technology audit, and miscellaneous system validation engagements. · Information Technology Security Officers management of the information security program, vendor management / third party risk program, and business continuity program. · Development and management of all team members across legal, risk and compliance functions
Risk Management Program · Continually develop the bank’s enterprise risk management system to identify and mitigate existing and emerging risks in accordance with the bank’s risk appetite. Overall management of the ERM system includes designing, documenting, and updating the ERM framework that governs how risk are identified, assessed, evaluated, mitigated, monitored, and reported. It may include software selection and implementation as well as development of key risk indicators and appropriate management and board dashboards. · Work with executive management, senior management, and department managers to develop comprehensive risk assessments that outline risk and mitigation strategies for new or expanding product lines in compliance with OCC Bulletin 2017-43, as amended or modified. · Ensure the bank’s Model Risk Management Program meets the regulatory requirements outlined in OCC Bulletin 2011-12 as amended or modified. · Provide guidance and assist in developing the bank’s artificial intelligence implementation strategy. · Provide guidance and assist in developing the bank’s crypto response strategy. · Work with the Board Risk & Technology Committee Chair to develop the Committees desired focus and meeting agendas. · Work with business leaders to identify, assess, and control risk. Champion integrity, accountability, and risk awareness.
Governance & Regulatory · Act as the primary legal advisor to the bank executives and the Board of Directors. · Provide corporate governance support to the board of directors and Corporate Secretary. · Ensure Board Committee Charters and bylaws meet regulatory (SEC, OCC) requirements and investor expectations. · Ensure bank operational, compliance and human resource policies meet regulatory requirements and business needs. · Assist in the preparation of the annual proxy statement and other shareholder communications. · Assist in drafting regulatory filings (8-K, etc.). · Complete applications for corporate activity applications · Serve as Assistant Corporate Secretary. Serve as back-up to Board Secretary in taking minutes at board meetings and record minutes for board committee meetings. · Ensure proper retention of corporate records. · Support compliance and risk teams with legal research and analysis of banking regulations and business law. · Develop and manage the bank’s physical and electronic records management and retention policies.
Operational · Provide advice and counsel to support strategic initiatives across the bank. · Centralize and manage external legal engagements and eternal counsel · Assist in negotiating vendor contracts and lease agreements. · Coordinate the bank’s fraud prevention programs · Ensure account agreements and disclosures meet regulatory requirements and adequately protect the bank. · Prepare and deliver position-appropriate legal training as necessary. · Manage legal notices and court information / documentation requests. · Manage the bank’s bond and property and casualty vendors.
Lending · Assist in setting legal strategy on loan collections, bankruptcies, and other loan-related litigation matters. · Coordinate legal action with outside counsel · Ensure loan documentation systems meet regulatory requirements and prudent business needs. · Assist in developing requests for customized loan documentation.

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