Job Description

This is a senior leadership role, and the individual shall be responsible for the CTOS Group’s legal and corporate interests and obligations while enabling the Group to achieve its strategic and commercial objectives. The role provides commercial and strategic counsel to the Board, Group CEO, senior leadership and functional teams on legal, regulatory, contractual, data privacy, corporate governance, corporate finance, mergers and acquisition, litigation, risk mitigation and corporate secretarial matters, ensuring that the Group operates within applicable laws, regulations, Bursa Malaysia’s Listing Requirements and recognised governance standards. Strategic Legal Leadership 1. Act as the principal legal counsel to the Group CEO, Board, Board Committees and senior leadership team. 2. Provide timely, commercially pragmatic and risk-based legal advice on strategy and operational matters. 3. Take a proactive approach to ensure legal governance, policies, frameworks and controls are implemented across the Group. 4. Build and cultivate a responsive, commercially savvy and business-oriented team. 5. Establish appropriate legal operating models for subsidiaries and regulated entities within the Group. 6. Monitor emerging legal, regulatory and industry developments affecting the group and advice management on potential implications. 7. Establish legal, data privacy and corporate secretarial risk appetites, and participate in the Group’s overall risk management strategy aligned with business strategy, growth agenda and monitoring of key risks. Contracts & Commercial Legal Management 1. Maintain, lead and manage the Group’s contractual and commercial legal framework covering customers, suppliers, technology providers, strategic partners, financial institutions and other counterparties. 2. Oversee the development, review, negotiation and execution of material customers’ agreements and vendors’ agreements. 3. Maintain, lead and manage appropriate contracting authorities, templates, standard clauses, approval processes and legal risk thresholds according to agreed guidelines and risk appetite statements. 4. Participate actively in discussion and negotiations of complex commercial arrangements, strategic partnerships, outsourcing, technology agreements, licensing, data-related contracts and other material transactions and advice senior leadership on the same. 5. Periodically review and develop contract governance and lifecycle management practices to minimise contractual leakage and legal exposure. 6. Establish and maintain risk register and escalation protocols for material contractual risks and disputes. Litigation & Dispute Management 1. Manage and lead the Group’s overall litigation dispute and claims alongside appointed external litigation advisers. 2. Supervise and manage material litigation, arbitration, regulatory proceedings, employment-related legal matters and other disputes involving the Group. 3. Appoint and manage external legal counsel, as required. 4. Provide strategic advice to senior management on litigation exposure, settlement strategy, potential liabilities and reputational implications. 5. Ensure appropriate monitoring and reporting of material legal claims and contingent liabilities. 6. Manage a centralised legal dispute registers and appropriate reporting to senior management and the Board and maintain records for quarterly reporting and professional indemnity insurance coverage. 7. Ensure appropriate preservation of evidence, documentation and legal records in significant disputes. 8. Drive early resolution and alternative dispute-resolution strategies where commercially appropriate. Mergers, Acquisitions & Strategic Transactions 1. Act as the principal legal counsel for Group mergers and acquisitions, investments, divestments, joint ventures, strategic partnerships and other corporate transactions. 2. Appoint and manage external legal counsel, as required. 3. Lead the legal workstream for acquisitions and investments, including: a) Legal due diligence b) Transaction structuring c) Regulatory and corporate approvals d) Transaction documentation e) Representation and warranties f) Indemnities g) Conditions precedent h) Completion mechanics i) Post-completion obligations 4. Identify material legal, regulatory, contractual, governance and contingent liabilities arising from proposed transactions. 5. Work closely with Finance, Corporate Development, Tax, Risk, Compliance and external advisers on transaction execution 6. Support negotiations and discussions with target companies, shareholders, advisers and counterparts. 7. Ensure appropriate Board, shareholder, Bursa Malaysia and regulatory approvals and disclosures are obtained. 8. Support post-merger integration from a legal, governance and corporate structure perspective. Corporate Governance & Board Advisory 1. Serve as a legal counsel to the Board and Board Committees on corporate governance, directors’ duties and corporate matters. 2. Promote high standards of corporate governance across CTOS Digital Berhad and its subsidiaries 3. Advise the Board, GCEO and management on relevant laws and regulations. 4. Oversee the development and maintenance of key governance documents including: a) Board Charter b) Board Committee Terms of Reference c) Providing regular and timely reporting to the Group CEO and Board/Board Committees on material transactions and threaten and ongoing legal proceedings. Data Privacy Governance 1. Plan, lead and manage the Group's data privacy, and participate in the various management committee addressing personal data protection, information governance and data ethics framework. 2. Ensure compliance with all applicable privacy, data protection, cybersecurity, banking secrecy, consumer protection and information management laws and regulations in relevant jurisdictions. 3. Act as the principal legal adviser on privacy-by-design requirements, data sharing arrangements, cross-border data transfers, cloud computing, outsourcing, AI governance and emerging data-related regulatory obligations. 4. Oversee the negotiation and review of data processing agreements (DPAs); data sharing agreements; cloud service agreement and privacy related clauses of customer and vendor facing agreements 5. Advise management and business units on lawful collection, use, disclosure, retention and disposal of personal information and confidential data. 6. Provide legal oversight for data breaches, cybersecurity incidents, regulatory investigations, mandatory notifications and remediation activities. Corporate Secretarial Services 1. Ensure compliance with applicable requirements under the Companies Acts 2016, Bursa Listing Requirements and other relevant regulatory requirements. 2. Manage preparation and administration of Board meetings and Board committee meetings including reviewing of board written resolutions and planning of annual general meetings and various corporate governance reports and statements. Ensure timely preparation of Board and Committee agendas, paper, minutes and resolutions in collaboration with relevant stakeholders. 3. Coordinate with external company secretary to ensure timely statutory filings, corporate announcements and other regulatory submissions. 4. Coordinate with external company secretary, to address compliance with the relevant laws and regulations issued by Bursa Malaysia, Securities Commission, Companies Commission of Malaysia and other relevant authorities, where required. 5. Manage appropriate governance and secretarial arrangements for subsidiaries and regulated entities within the Group. Corporate Risk Mitigation 1. Establish relevant risk appetite statements and identify key risk indicators for monitoring risk. 2. Identify, assess and monitor material legal, regulatory, contractual and corporate risks. 3. Work closely with Enterprise Risk Management, Compliance, Internal Audit, Cybersecurity and Technology Risk, Data Protection and other control functions. 4. Provide legal input into the Group’s risk appetite, risk registers and mitigation plans. 5. Establish legal risk thresholds and escalation mechanisms for material matters. 6. Ensure significant legal and regulatory risks are appropriately reported to the Group CEO, relevant Board Committees and Board. 7. Monitor changes in laws and regulations affecting credit reporting, data, technology, AI, cybersecurity, privacy, consumer protection, employment and other relevant areas. 8. Advise management on regulatory investigations, enforcement risks and remediation actions. 9. Promote a culture of proactive legal risk identification rather than reactive legal intervention. External Counsel & Legal Cost Management 1. Develop and maintain relationships with external law firms and specialist advisers. 2. Establish appropriate panel arrangements and appointment criteria. 3. Monitor external legal spend and ensure effective budget management. 4. Review significant legal opinions and advice provided y external counsel. 5. Ensure appropriate knowledge transfer from external advisers to the internal legal team. Leadership & Team Development 1. Develop and retain a high-performing group legal and corporate affairs team 2. Build strong business partnering relationships with all business functions 3. Develop legal capabilities in areas critical to CTOS, including technology, data, AI, cybersecurity, regulatory affairs, mergers and acquisitions and commercial contracting 4. Promote a culture of integrity, accountability, commerciality and constructive challenge.

Job Requirements