General Counsel

The Scottish National Investment Bank is a development investment bank, established and funded by Scottish Ministers on behalf of the people of Scotland.

Development banks seek to invest where the private sector is not providing sufficient investment to businesses or projects that support the development of a country’s economy.

The Bank has been established to operate commercially, and is operationally independent from government.

The Bank invests in Scottish business, projects and communities to deliver environmental, social and financial returns for the people of Scotland.

Investments in debt and equity are made on commercial terms based on the needs of individual projects or businesses. The Bank seeks to invest widely and diversely, and approaches every opportunity on an individual basis, so that the financing offered is tailored to the needs of the individual business or project seeking support.

The Bank invests in businesses based in Scotland, projects based in Scotland, or businesses seeking to move to Scotland. Typically the Bank will invest in businesses and projects seeking more than £1m in investment support (debt or equity).

All investments must deliver both commercial returns and mission impact returns that support at least one of the Bank’s missions.

The Bank’s missions have been designed to address the long term, persistent challenges facing Scotland. The missions have been set by the Scottish Government.

The General Counsel is a key strategic leadership role and member of the Bank’s Executive Committee, who will provide independent, commercially focused legal leadership to the Board, Chief Executive, Executive Committee and colleagues. Their advice will enable the Bank’s investment strategy and provide senior legal oversight of complex investments and transactions, alongside sound advice and judgement across regulatory, finance-oriented, governance and reputational matters.

The General Counsel will shape and oversee an effective Legal and Governance function. which will support investment activity, transaction execution, portfolio management, commercial contracting, regulatory requirements, Board and Committee governance and future third-party capital ambitions.

The General Counsel will be a trusted advisor who provides constructive challenge, and ensures legal advice, governance frameworks, policies and ways of working are practical, proportionate and aligned to the Bank’s purpose, missions, strategic objectives and stewardship of public capital.

Investments, Transactions, Commercial Advice and Third-Party Capital

• Provide senior legal leadership across the full investment lifecycle, including origination, structuring, negotiation, execution, portfolio management, restructuring and exits across complex debt, equity, fund, project, infrastructure and other private-market structures.
• Act as a commercially savvy adviser to the Investment function, providing clear legal judgement and appropriate challenge on material investment, transaction, regulatory, financial, contractual and commercial risks.
• Oversee proportionate legal support for investment, commercial and third-party capital activity, including potential fund, co-investment, investor, mandate, financing and other capital-raising structures, through appropriate use of internal expertise, external counsel, precedents, knowledge management and quality-assurance arrangements.
• Advise on significant commercial contracts, partnerships, supplier arrangements, investment-related commercial arrangements and material procurement or contractual risk

Executive and Strategic Leadership

• Provide a first-class company secretarial service and governance framework appropriate to, and consistent with, that required by a FCA regulated company. Work closely with the Chairman and CEO in running the Board and guiding and advising the Chairman, CEO, and the Board on their responsibilities under the rules and regulations to which the Bank is subject, both public and private sector, including corporate governance related matters.
• Contribute fully as an Executive Committee member to the Bank’s strategic leadership, performance and high-performance culture, providing constructive challenge beyond the legal remit.
• Act as trusted adviser to the Chief Executive, Executive Committee, Chair and Board on significant investment, legal, governance, regulatory and reputational matters.
• Support strategic and commercial decision-making by balancing the Bank’s public purpose, investment objectives, commercial opportunities, legal obligations, regulatory expectations and risk appetite.

Corporate, Group, Regulatory and Public Sector Governance

• Lead the Legal and Governance function and ensure the effective operation of the Bank’s corporate governance framework, with Assistant Company Secretary support.
• Act as principal legal and governance adviser to the Chair, Board, Board Committee Chairs, Chief Executive and Executive Committee, supporting effective decision-making, information flows, record-keeping and periodic governance effectiveness reviews.
• Provide legal and governance advice on the Bank’s Group structure, including its regulated subsidiary, working with Risk, Compliance and other control functions to ensure accountabilities are clear and effectively discharged.
• Advise on the Bank’s responsibilities as a publicly owned development investment bank and Non-Departmental Public Body, including its statutory framework, shareholder obligations, Accountable Officer and wider public-sector governance requirements.

Leadership and Functional Management

• Develop and maintain an efficient, resilient and effective Legal and Governance function, with clear priorities, service expectations, standards, systems, adviser arrangements, performance measures and succession planning.
• Use technology, data and knowledge management to optimise legal and governance service delivery, improve responsiveness and support consistent, efficient ways of working.
• Keep the function’s operating model under review, ensuring internal resources, secondees and external advisers remain aligned to the Bank’s priorities, risk profile and value-for-money expectations.

Key Skills and Knowledge Requirements

• Qualified solicitor, advocate, barrister or equivalent legal professional, with the standing, experience and professional credibility to provide senior legal advice in the UK, and with significant post-qualification senior legal experience.
• Senior legal leadership experience within an investment, banking, asset management, development finance or similarly complex organisation, with substantial exposure to investment activity, commercial decision-making and regulated or finance-oriented environments.
• Significant experience of leading or materially advising on complex financing, investment, corporate or strategic transactions, including private-market structures such as equity, debt, funds, project or infrastructure finance, with the judgement to advise across the full transaction and portfolio lifecycle
• Sound corporate governance expertise, including advising Boards, Committees, Chief Executives and senior executive teams.
• Proven ability to identify and manage significant legal, investment, commercial, regulatory, financial and reputational risks, including within the UK financial-services regulatory environment.
• Proven experience building, leading and developing a high-performing legal and/or governance function, including setting operating priorities, managing resources and external-adviser expenditure, and improving the quality and pace of legal service delivery.
• High degree of commercial judgement, investment awareness, senior credibility and independence, with the ability to translate complex legal and regulatory matters into clear, practical advice for non-legal audiences.
• Experience managing material disputes, claims, investigations, enforcement matters or other sensitive legal and reputational issues, with sound judgement about escalation, privilege and stakeholder communications.

Desirable

• Experience in a development bank, investment institution, asset manager or organisation investing across private markets, with exposure to commercially complex transactions and stakeholder environments.
• Experience of investment management, fund structures, fundraising and/or third-party capital.
• Significant company secretarial, corporate governance, FCA-regulated, public-sector or NDPB experience.
• Knowledge of relevant public-law considerations, including public procurement, subsidy control and freedom of information.

Leadership Capabilities

The successful candidate will:

• Exercise sound judgement, independence of thought and constructive challenge, particularly on complex, sensitive or high-risk matters.
• Apply a pragmatic, proportionate and commercially savvy approach to legal risk, identifying the critical investment, regulatory, governance and commercial issues requiring decisions or action.
• Operate with credibility at Board and Executive level while remaining accessible, collaborative and influential across the wider organisation.
• Communicate clearly and confidently with legal and non-legal audiences, contributing positively to collective Executive Committee leadership and the Bank’s purpose, missions and stewardship of public capital.