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The Corporate Lawyer is responsible for providing comprehensive legal advice and support to the Company, its subsidiaries, affiliates, officers, directors, and management. The position ensures that the Company's business activities, contracts, corporate transactions, policies, and operations comply with applicable Philippine laws, regulations, government requirements, and established corporate governance standards.

The Corporate Lawyer serves as the Company's principal legal adviser and works closely with Management and the Board of Directors in identifying legal risks, protecting the Company's interests, and ensuring proper legal documentation and compliance.

II. KEY RESPONSIBILITIES AND DUTIES

A. Corporate Legal Advisory

1. Provide legal advice and opinions to the CEO, President, Board of Directors, and Management on corporate and business matters.
2. Review and interpret Philippine laws, regulations, rules, and government issuances affecting the Company's operations.
3. Advise Management on legal risks associated with business decisions, projects, investments, and transactions.
4. Recommend appropriate legal actions and risk-mitigation measures.
5. Ensure that corporate decisions and actions are properly documented and legally compliant.

B. Contracts and Agreements

1. Draft, review, negotiate, and finalize contracts, agreements, memoranda, deeds, undertakings, waivers, and other legal documents.
2. Review contracts involving customers, suppliers, contractors, employees, consultants, distributors, landlords, service providers, and business partners.
3. Identify unfavorable provisions, potential liabilities, penalties, indemnities, warranties, and other legal risks.
4. Recommend revisions to protect the Company's financial, operational, and legal interests.
5. Maintain an organized repository of executed contracts and legal documents.

C. Corporate Governance and SEC Compliance

1. Assist in the preparation of Board Resolutions, Secretary's Certificates, corporate approvals, and other governance documents.
2. Ensure compliance with applicable SEC requirements and corporate governance obligations.
3. Assist in corporate registration, amendments, restructuring, mergers, acquisitions, capitalization, and other corporate transactions.
4. Review and maintain corporate records, including Articles of Incorporation, By-Laws, General Information Sheets, and other corporate documents.
5. Advise the Board and Management on proper corporate authority and approval requirements.

D. Regulatory and Government Compliance

1. Monitor legal and regulatory requirements applicable to the Company's business operations.
2. Coordinate with government agencies, regulatory authorities, and external counsel when necessary.
3. Assist in securing and maintaining permits, licenses, registrations, and regulatory approvals.
4. Provide legal guidance on compliance with labor, tax, data privacy, consumer, environmental, and other applicable laws, in coordination with the concerned departments and external specialists.
5. Monitor changes in legislation and government regulations that may affect the Company.

E. Litigation and Dispute Management

1. Handle or coordinate the Company's legal cases, claims, disputes, complaints, and administrative proceedings.
2. Prepare or review pleadings, affidavits, position papers, demand letters, responses, and other legal submissions.
3. Represent the Company before courts, government agencies, administrative bodies, and other appropriate forums when authorized and legally permitted.
4. Coordinate with external counsel for specialized litigation or cases requiring outside representation.
5. Monitor the status of pending cases and provide Management with regular updates.
6. Recommend settlement, negotiation, or other appropriate dispute-resolution strategies when beneficial to the Company.

F. Employment and Labor-Related Legal Matters

1. Provide legal guidance to HR and Management regarding employment policies, disciplinary procedures, employee relations, and labor matters.
2. Review Notices to Explain, administrative decisions, termination documents, employment agreements, and other HR-related legal documents when required.
3. Advise Management regarding due process and legal risks in disciplinary and termination cases.
4. Assist in labor disputes, DOLE matters, NLRC proceedings, and other employment-related legal concerns.
5. Review Company policies and employee manuals to ensure consistency with applicable laws.

G. Legal Risk Management

1. Identify potential legal risks arising from Company operations and transactions.
2. Develop and recommend preventive legal measures.
3. Conduct legal due diligence for significant transactions, investments, properties, contracts, and business arrangements.
4. Maintain a legal risk register for material and recurring legal issues.
5. Escalate significant legal risks to the CEO, Board, or appropriate Management authority.

H. Data Privacy and Confidentiality

1. Provide legal guidance on data privacy and confidentiality requirements.
2. Review confidentiality agreements, Non-Disclosure Agreements (NDAs), and data-processing provisions.
3. Assist in addressing data privacy incidents and legal concerns involving confidential Company information.
4. Ensure that sensitive corporate, financial, employee, customer, and business information is appropriately protected.

I. Legal Documentation and Records

1. Maintain accurate and confidential legal files and records.
2. Ensure that legal documents are properly executed, notarized, filed, and maintained.
3. Establish appropriate document-control practices for legal records.
4. Maintain a monitoring system for contracts, permits, licenses, litigation, deadlines, and legal obligations.

J. Legal Support to Business Operations

1. Attend Management meetings when legal advice is required.
2. Participate in negotiations involving significant commercial or corporate transactions.
3. Provide legal review for new business projects, products, services, and partnerships.
4. Support Management in developing legally sound policies and procedures.
5. Conduct legal research and provide written legal opinions when necessary.

III. AUTHORITY

The Corporate Lawyer is authorized to:

• Provide legal recommendations and opinions within the scope of professional authority.
• Review and recommend revisions to contracts and legal documents.
• Require concerned departments to provide documents and information necessary for legal review.
• Recommend corrective and preventive actions for identified legal risks.
• Coordinate with government agencies and external counsel as authorized by Management.
• Escalate significant legal risks and potential liabilities to the CEO and/or Board of Directors.