Country Counsel

**Key Responsibilities**:
**THE PRINCIPLE ROLES OF THE LEGAL FUNCTION ARE**:
To provide legal advice to internal clients (colleagues from Legal London and all business units in local and other Citigroup offices) and on all legal matters relating to the businesses in France.

**AREAS OF RESPONSIBILITIES**:
The principal function is to advise the Citigroup Country Officer and country management on legal, regulatory and franchise matters associated with Citi’s business activities in the country. To perform this critical role, the Country Counsel is expected to ensure that Citi is appropriately addressing legal, regulatory and franchise risks in the country.

The Country Counsel for France has responsibility to provide legal support to all of the products and services originated in or for France by the businesses, including, without limitation, fixed income derivatives, investment banking, loans, trade finance and global transaction services.

The Country Counsel is responsible for coordinating the provision of internal and external legal support to Citi’s local businesses in the country. In doing so, the Country Counsel is expected to work closely with the relevant Regional General Counsel (or his or her designee) to ensure that Citi’s legal needs are met in a cost‐effective manner.

The jobholder will manage all relationships with external legal counsel retained by the French businesses.

The jobholder also contributes to good relations with the local regulators and all other local regulatory bodies that are relevant to Citi’s business active in the 2 countries.

In addition, the jobholder will work as a partner with product lawyers based in London, Dublin, Belfast or Frankfurt on transactions that may be originated in any Citi office but involve French legal issues.

The Country Counsel’s role includes the following responsibilities (to the fullest extent permitted by local law and regulation):
**1. Franchise & country governance.** Take a proactive role as a key member of the country management team responsible for managing Citi’s overall franchise locally, including with respect to the following:

- Legal & regulatory risks. Develop a broad understanding of Citi’s businesses in the country and of the major legal and regulatory risks facing those businesses and/or the Citi franchise as a whole. Advise (or arrange for the provision of legal advice by other internal or external counsel to) country management on legal and regulatory risks affecting Citi’s businesses and franchise in the country and help ensure that Citi is appropriately addressing those risks.
- Monitoring of developments. Assure that key legal and regulatory developments that may impact or otherwise be relevant to Citi’s businesses in the country - including those involving other financial institutions - are appropriately monitored and that country management is apprised of significant developments.
- Control responsibilities. Together with the other control functions, advise country management on the controls and processes necessary to help ensure that Citi’s business activities comply with applicable laws and Citi’s policies and standards of doing business.
- Legal entities. Take a leadership role in making Citi’s legal entity structure in the country as simple and efficient as possible and help the businesses in the country comply with Citi’s global Legal Vehicle Management Policy.
- Strategic initiatives & new businesses. Advise country management on the legal, regulatory and franchise issues associated with strategic initiatives and new businesses in the country.
- Country committees. Take an active role in any relevant country‐level or cluster‐level governance committees, e.g., coordinating committee, business risk & controls committee, legal & compliance committee, legal vehicle management committee.

**2. Working with regulators**. Work closely with the Citigroup Country Officer and the local heads of other control functions to facilitate a robust, ongoing and productive dialogue with local regulatory authorities.

**3. Litigation matters, enforcement proceedings & external investigations**. Play a leading role in overseeing litigation matters, enforcement proceedings and external investigations involving Citi’s operations in the country - and for keeping country management and the relevant Regional General Counsel (or his or her designee) informed of significant developments in those matters. Coordinate with internal and external counsel (as well as other Citi control functions) in the handling of those matters, as appropriate. Approve any proposed settlement by Citi of actual or threatened legal or enforcement proceedings in the country (within applicable limits). Except for HR-related matters which are managed directly by Division Counsel for Western Europe and Israel.

**4. Escalation of franchise issues & concerns**. Escalate any concerns regarding legal, regulatory or franchise issues, including