General Counsel and Corporate Secretary

POSITION: General Counsel and Corporate Secretary ORGANIZATION: Mastercard Foundation Asset Management LOCATION: Toronto, Ontario, Canada Be part of a new and growing asset management company ABOUT MASTERCARD FOUNDATION ASSET MANAGEMENT Established in 2023, the Mastercard Foundation Asset Management (MFAM) Corporation was created to build a diversified investment portfolio for the Mastercard Foundation, one of the largest private foundations in the world. MFAM is headquartered in Toronto, Canada. We have a global investment strategy and mandate to deliver returns that will fund the philanthropic mission of the Mastercard Foundation and its partners in Africa and Canada over the long term. We believe in the mission and values of the Mastercard Foundation and aim to cultivate an ecosystem of exceptional people, trusted partnerships, and long-term investments to achieve lasting impact. We value bold ideas, curiosity, and tenacity, as part of nimble, creative, and meritocracy-based team. ABOUT MASTERCARD FOUNDATION Mastercard Foundation, one of the largest foundations in the world, works with visionary organizations to advance education and financial inclusion to enable young people in Africa and Indigenous youth in Canada to access dignified and fulfilling work. Established in 2006 through the generosity of Mastercard when it became a public company, the Mastercard Foundation is an independent organization separate from Mastercard. The Foundation has offices in Toronto, Kigali, Accra, Nairobi, Kampala, Lagos, Dakar, and Addis Ababa. WHO YOU’LL WORK WITH You will report to the Chief Operating Officer and will build and maintain relationships with teams across MFAM, the Mastercard Foundation, external legal firms as well as other consultants and vendors. As a member of the team, you will have opportunities to grow and develop and create meaningful value and lasting impact through the Mastercard Foundation. WHAT YOU’LL DO This is a unique opportunity to be involved in starting up a world-class organization that will have global impact. You will be accountable for providing strategic legal and risk management advice and support to the leadership team and oversee all legal matters related to the company's operations. You will work closely with our investment and operation teams to advise on deal structures, negotiation strategies, and risk management. Accountabilities include: Strategic Legal Counsel

• Sets the vision, strategy and priorities for the legal function and responsible for the provision of legal services across range of MFAM’s functions and compliance with applicable legal requirements.
• Provide expert legal advice to the executive team and MFAM Board on diverse legal issues, including investment agreements, regulatory compliance, corporate governance, and risk management.
• Develop and implement legal strategies to support business objectives while mitigating and right sizing risk.
• Oversee the company’s legal affairs, including ensuring compliance with relevant laws and regulations.
• Ensure that our legal strategies and risk management posture considers the needs and reputation of the Foundation.

Investment Support

• Offer legal and regulatory advice related to investment funds, portfolio management, and fund management services.
• Support investment teams with due diligence, transaction documents, and regulatory compliance.

External Legal Counsel Management

• Build, manage, and maintain relationships with external counsel to ensure high-quality, cost-effective services.
• Review, negotiate, and monitor external legal fees to optimize value.

Operational Support

• Develop and implement legal policies, processes, and standards.
• Provide day to day legal support and hands-on assistance with legal matters as needed including such things as transaction legal documentation, NDA’s and corporate contracts.

Other

• Support board governance, including drafting and reviewing board materials and minutes.
• Develop legal strategies to protect the company's interests and mitigate risks.
• Stay updated on changes in laws and regulations affecting the organization.
• Champion focus on client service, collaborative and forward-looking environment within the legal function, and work with others to achieve this across MFAM.
• Gradually build a small team over time.

WHAT YOU’LL NEED

• 10-15 years of legal experience, with a minimum of 8+ years providing legal support to asset management firms and/or pension funds.
• Bachelor of J.D. and a member in good standing in the Law Society of Ontario.
• Experience managing a legal function is an asset.
• Enthusiasm for being a key player in a start-up environment, embracing hands-on execution, contributing beyond assigned responsibilities, and adapting to evolving roles and expectations.
• Extensive knowledge of securities laws, regulatory compliance, and corporate governance.
• Proven track record of providing strategic legal advice to senior executives and managing complex legal matters.
• Ability to demonstrate accountability for strategic decisions and experience with navigating challenging decisions in the best interest of the organization.
• Strategic thinker with strong analytical, practical problem solving and decision-making capabilities.
• Strong negotiation, drafting, and analytical skills.
• Self-starter with excellent leadership and team management abilities.
• Exceptional communication and interpersonal skills.
• Experience with compliance and document management tools.
• Alignment with the mission and values of MFAM and the Mastercard Foundation.

WHY WORK AT MFAM

• Pay-for-performance environment that offers competitive salary and incentives
• Numerous opportunities to gain experience and develop a variety of skill sets in a growing organization that contributes to the mission of the Mastercard Foundation
• Comprehensive employer paid benefits coverage
• Retirement income through a Retirement Savings Program
• A flexible/hybrid work environment combining in office collaboration and remote working
• Competitive time-off policy

We are guided by five core values:

• Partnership: We achieve the best outcomes through mutual trust, thoughtfulness, and respect
• Inclusion: We embrace diversity of thought, background, and experience.
• Communication: We learn and gain insight through open and honest communication
• Performance: We are ambitious and results oriented
• Innovation: We challenge the status quo and seek bold solutions

MFAM is an equal opportunity employer. We believe diversity is important and we take pride in ensuring that the people we hire and culture we create reflect and embrace diversity of thought, background, and experience. We value the unique skills and diverse experiences that each individual brings, and we are committed to creating and maintaining an inclusive and equitable workplace where talent is respected, accepted, and empowered to be themselves. This role is a hybrid position, with a requirement of 3 days onsite at our office in Toronto, Ontario. Mastercard Foundation Asset Management values the unique skills and experiences each individual brings to the organization and we are committed to creating and maintaining an inclusive and accessible environment for everyone. Completion of satisfactory business references and background checks are essential conditions of employment. If you require accommodation during the recruitment and selection process, please contact a member of MFAM at talent@mfamc.org. We will work with you to provide a positive recruitment experience in a confidential manner.