Head of legal and company secretary | Sidian Bank

Sarah Chepkemoi Chepsoi
Head of legal and company secretary | Sidian Bank
Team size: 6
Major legal advisors: Bowmans Kenya and Munyao, Muthama and Kashindi Advocates
Q&A
What are the most significant cases or transactions that your legal team has recently been involved in?
The Legal Department has been instrumental in various strategic significant transactions and governance matters. Particularly, the Legal Department has played a central role in several strategic transactions and governance matters that has been critical to the Bank’s growth. Most notably, we provided Legal and governance leadership throughout the Bank’s capital raising activities, including a rights issue. This included extensive shareholder engagement, regulatory approvals and stakeholder management to close the transaction in compliance with applicable laws and regulations while supporting Bank’s strategic objectives. The transaction required a close coordination across several departments in the Bank to ensure compliance while advancing Bank’s strategic objectives.
We have also advised the Board and senior management on key executive leadership transitions, corporate governance enhancements, and regulatory matters. Additionally, the team has supported strategic partnerships, digital lending initiatives, technology agreements, and outsourcing transactions. key to note is I have been involved in developing digital innovative products for the Bank i.e. bid bond financing under Sidian Credible Platform, reverse factoring, merchant overdrafts for Small and Medium Enterprises (SMEs).
We continue to provide critical support on structuring significant lending facilities, deal structuring, enhanced due diligence, recovery efforts, and dispute resolution. We are currently collaborating with other lenders on a major US$650mn receivables-backed financing programme.
How do you navigate the legal complexities of cross-border transactions within the East African Community (EAC) and beyond?
Cross-border transactions require a balance between commercial ambition and regulatory discipline. While the East African Community continues to advance regional integration, financial institutions must still navigate differing legal systems, regulatory frameworks, licensing requirements, enforcement environments, and market practices across jurisdictions.
My approach begins with understanding the commercial objective, purpose of the transaction and identify regulatory touchpoints at the earliest stage of the transaction. Most importantly is that the External Counsel understands this purpose and what the organization intends to achieve. This enables the legal function to act as a strategic partner in structuring transactions that are both commercially viable and legally compliant. Whether involving financing arrangements, capital raising, technology partnerships, digital financial services, or cross-border investments, mergers and acquisitions, early legal involvement helps the business anticipate risks and avoid execution challenges.
A recent example is our engagement with regional and international Development Finance Institutions in connection with capital and funding initiatives, including Tier II Capital transactions and other structured financing arrangements with the Bank. These transactions required careful consideration of multi-jurisdictional legal requirements, due diligence, business valuations, regulatory approvals, prudential banking regulations compliance, governance obligations, lender requirements, and compliance expectations. The legal function played a key role in negotiating transaction documents, undertaking due diligence, coordinating stakeholder engagement, managing regulatory interfaces, and ensuring alignment with both commercial objectives and regulatory requirements.
In practice, I place significant emphasis on stakeholder engagement and collaboration with external counsel, regulators, lenders, and transaction parties. Cross-border transactions frequently involve overlapping considerations relating to banking regulations, anti-money laundering obligations, anti-trust laws, sanctions compliance, tax implications, data protection, and corporate governance requirements. A coordinated approach ensures that these issues are addressed holistically and aligned with the strategic objectives of the institution.
I emphasise holistic risk management covering banking regulations, AML, data protection, anti- trust laws, and governance while leveraging technology to address emerging issues in digital transformation, cybersecurity, and operational resilience. As General Counsel, my role is to present clear options and practical solutions, enabling responsible growth and preserving institutional trust across borders.
As East Africa becomes increasingly interconnected, successful legal leadership will depend on strong regional relationships, regulatory awareness, and the ability to align legal strategy with business objectives. The legal function must therefore operate not only as a guardian of risk but also as an enabler of sustainable growth across markets.
How is your legal function leveraging technology to enhance efficiency in areas such as contract management and compliance monitoring?
Technology is fundamentally reshaping the legal function, and our objective is to move beyond efficiency gains towards creating a more strategic, data-driven legal capability as well as be drivers of operational excellence.
We are currently implementing an end-to-end agentic AI contract management solution designed to automate and augment the entire contract lifecycle, from contract generation and negotiation through to execution, repository management, obligation tracking, and post-execution analysis. Rather than viewing contracts as static documents, we see them as a valuable source of business intelligence. The platform is intended to provide real-time visibility into contractual obligations, risk exposures, renewal dates, negotiation trends, and performance metrics across the enterprise.
The initiative forms part of a broader digital transformation strategy aimed at strengthening governance, enhancing operational efficiency, and improving risk management. By leveraging AI-powered insights, the legal function will be able to identify recurring contractual risks, monitor compliance obligations, support commercial decision-making, and provide management with greater visibility into enterprise-wide contractual exposure.
Beyond contract management, we are increasingly focused on using technology to enhance board effectiveness, compliance monitoring and legal risk oversight. The future of the legal function will rely on legal risk dashboards, litigation analytics, regulatory change monitoring, and contract exposure reporting that can provide proactive insights to management and the Board. This shift allows legal teams to identify emerging risks earlier and support more informed decision-making.
As a regulated financial institution undergoing significant digital transformation, including the expansion of digital lending and technology-enabled business models, legal must be closely integrated with enterprise risk management, compliance, technology, and business teams. Technology enables stronger cross-functional collaboration and ensures that legal considerations are embedded into business processes from the outset.
I believe the role of the General Counsel is evolving from transaction support to predictive strategic risk partner. Technology and AI are critical enablers of this evolution, allowing legal teams to spend less time on administrative tasks and more time advising on strategy, governance, innovation, and sustainable growth. Ultimately, the objective is not simply to automate legal work, but to create a legal function that delivers actionable insights, enhances resilience, and helps the organisation grow safely and responsibly.
The goal is clear: to reduce time on routine tasks and focus on high-value strategic advice, innovation support, and sustainable growth. Technology allows us to move from reactive support to predictive risk partnership.