JOB SUMMARY

1.    To serve as Company Secretary to the Board and the Audit Committee and the Nomination & Remuneration Committee.
2.    Through proactive management of the Company Secretarial function, deliver a high quality, efficient and effective company secretarial service to the Board, its Committees, Directors, Shareholders and the business as a whole.
3.    Provide up-to-date and relevant guidance on the application and interpretation of laws, regulations and policies relating to corporate governance applicable to the business.

RESPONSIBILITIES

1.    Board Governance

1a) General Policies
i.    Ensure compliance with the Subsidiary Governance Policy and Procedures with any required dispensation in place and current.
ii.   Meet the minimum standards for Company Secretaries as issued by GCS. 
iii.   Ensure that there is a delegated authority structure in place aligned to the Group Delegated Authority Manual and there is evidence of the delegated of authority from the Board.
iv.   Ensure that the Company is conducting its affairs in accordance with Group best practice.
v.    Ensure that all Group policies are adopted and all relevant business policies are also adopted.
vi.   Ensure the Board and senior management exercise adequate oversight/governance for all the subsidiaries/associates/SPEs and strategic investments of the company.  
vii.   Ensure that Powers of Attorney are issued in accordance with the Group PoA Guidance and only requested from London where necessary, all costs must be borne by country and records of PoAs issued are maintained on Blueprint Oneworld.
 

1b) Directors
i.    Ensure that newly appointed directors undertake a suitable induction, delivered to Group Standards, within 3 months of appointment. 
ii.   Provide up-to-date and relevant guidance to the Board and the business on the application and interpretation of legislation, banking codes, governance regulations and policies relating to corporate governance applicable to the business.
iii.   Carry out a Board Evaluation in accordance with local regulation/governance, using the Group’s Linstock software.  The effectiveness of the Board is kept under review by the Chairman.  Any finds must be followed up and actioned by CEO. 
iv.   Consult, guide and advice on the ongoing training of directors in fiduciary duties, responsibilities, liabilities and governance issues ensuring they are kept updated on any changes to same.  Maintain a log of all training provided.
v.    Develop a process for reporting and recording all directors’ conflicts of interest and ensure that all directors are aware of their reporting obligations in this regard.
vi.   Be the focal point for all communication with directors and alert management to the need to communicate with directors as and when appropriate.
vii.   Ensure that an effective system of communication between the directors (including Independent Non-Executive Directors (“INEDs”) where appointed) is established for all matters requiring their input/notification in order to enable them to meet their obligations.
viii.   Ensure that all directors, but particularly INEDs, are promptly apprised of any information in relation to the company which is of major significance, particularly if the information is in the public domain or is likely to be in the public domain.
ix.     Ensure that a robust process in place to be ensured that prior to any directors taking external directorships, the appointment is pre-approved to avoid/assess any potential conflicts.
x.     Organize an annual strategy review session for the INEDs.
xi.    Ensure an ongoing programme of education for the INEDs and that records are kept.
xii.    Ensure that INEDs’ travel planes are communicated to Group when traveling to UK/Singapore inorder to facilitate meetings with PLC directors as appropriate.
xiii.   Ensure that all Group endorsements are in place prior to any INED appointments being made, in accordance with the Subsidiary Control and Governance Policy.
xiv.   Ensure that INEDs fee review process as set out by Group Reward is adhered to.  

1c) Board Process
i.     Ensure that the Board has adopted a Schedule of Matters Reserved for the Board and all Board Committees have adopted Group endorsed Terms of Reference and review these annually.
ii.    Proactively manage the scheduling of Board meetings in advance for the next 12-month period.  
iii.   Manage the preparation of Board agendas and the collation and distribution of papers for Board and Board Committee meetings, ensuring Board papers are circulated one week in advance.  As a general rule papers are not tabled at Board meetings.
iv.   Ensure there is a robust Board planning process in place including, but not limited to, rolling agendas, provision of board papers and liaison with the business.
v.    Ensure that Board and Committee meetings are accurately recorded and signed minutes placed in the minute book.  Actions are recorded and logged and actively followed up until closure. 
vi.   Ensure all necessary Board approvals (Statutory or as required by the Group Delegated Authority Manual) are in delivered in a robust and timely manner.  
vii.   Liaise with GSC generally to ensure that any decisions in relation to the Company which needs to be brought to the attention of SCPLC or Court are escalated in good time and in an appropriate format.
viii.   Ensure there is an audit trail in evidence.

1d) Annual General Meeting (“AGM”)
i.    Organize and administer the Annual General Meeting and other shareholder meetings as required; and the AGM planning procedure clearly documented in a process note.
ii.    Ensure all required shareholder documentation is produced to a high standard and in accordance with Group branding guidelines.
iii.   Ensure that all corporate representations required from Group are applied for at least two weeks before the date of the shareholder meeting.
iv.   Ensure that the required quorum of directors attend the AGMs and list any exceptions at the last AGM held.
v.    Ensure that consultations in respect of Corporate Governance Codes and legislation is responded to within the requisite deadlines and other interested departments engaged as necessary (e.g. Corporate Affairs)

1e) Data Management
i.    Ensure that Blueprint OneWorld is maintained and accurate at all times.
ii.    Ensure all standard document templates available on iConnect/teamsite are adopted (e.g. Board paper format, Induction programme, etc.)

2.   Statutory and Regulatory Compliance
i.    Manage the relationships with external stakeholders such as the central bank, stock exchange and registrar as appropriate.
ii.    Ensure that any developments on the Corporate Governance front is being captured and kept up-to-date on the Corporate Governance tracker in the GCS teamsite.  This includes issues within consultation papers and discussion with Regulators.
iii.    Identify risks pertaining to good corporate governance and Board process through measured analysis of factual scenarios and documentation. 
iv.    Ensure compliance with local legislation, banking and governance codes/regulations.

3.   Secretarial Services
i.    Maintain a checklist of all constitutional documents and ensure these, along with any updates thereto, are filed with the relevant authorities in a timely manner.
ii.    Manage the requirement to file reports or events with banking regulators. 
iii.    Maintain a list of local legislation, banking codes and governance regulations and ensure compliance with the same.
iv.    Ensure all statutory records and business registers are maintained and up-to-date (to include the register of Members and register of Directors).
v.    Ensure the statutory returns are filed on a timely basis (e.g. annual returns and accounts).
vi.    Attend to documentation for changes to bank signatories and account opening mandates.
vii.    Attend to documentation for changes to Board directorship and Company Secretary.

4.   Other Responsibilities
i.    Effectively manage the Company Secretariat department.
ii.    Manage the cost of the Company Secretariat department in line with budget.
iii.   Streamline processes to continuously improve the way we work.
iv.   Engage with the rest of the Company Secretariat network to ensure the concept of sharing best practice is developed and maintained. 

Regulatory & Business Conduct 
•    Display exemplary conduct and live by the Group’s Values and Code of Conduct. 
•    Take personal responsibility for embedding the highest standards of ethics, including regulatory and business conduct, across Standard Chartered Bank. This includes understanding and ensuring compliance with, in letter and spirit, all applicable laws, regulations, guidelines and the Group Code of Conduct.
•    Lead to achieve the outcomes set out in the Bank’s Conduct Principles
•    Effectively and collaboratively identify, escalate, mitigate and resolve risk, conduct and compliance matters.

Key Stakeholders
1.    Company Secretary (Country) and team members
2.    Chairman and CEO
3.    Other Board members
4.    Group Company Secretary and Regional and Cluster Heads within GCS
5.    Executive Committee members
6.    Corporate Affairs
7.    Business contacts within subsidiary (from a consultative perspective)
8.    Regulators
9.    Other relevant Group departments 
External service providers

QUALIFICATION

TECHNICAL SKILLS
•    ICSA or equivalent qualified
•    Minimum of 2 years experience 
•    High level communication skills
•    Strong interpersonal skills  
•    Excellent written skills
BEHAVIORAL QUALITIES
•    Ability to work under pressure
•    Able to work on own initiative
•    Able to operate in a senior environment
•    Ethical 
•    Ability to manage change

About Standard Chartered

We're an international bank, nimble enough to act, big enough for impact. For more than 170 years, we've worked to make a positive difference for our clients, communities, and each other. We question the status quo, love a challenge and enjoy finding new opportunities to grow and do better than before. If you're looking for a career with purpose and you want to work for a bank making a difference, we want to hear from you. You can count on us to celebrate your unique talents and we can't wait to see the talents you can bring us.

Our purpose, to drive commerce and prosperity through our unique diversity, together with our brand promise, to be here for good are achieved by how we each live our valued behaviours. When you work with us, you'll see how we value difference and advocate inclusion.

Together we:

• Do the right thing and are assertive, challenge one another, and live with integrity, while putting the client at the heart of what we do
• Never settle, continuously striving to improve and innovate, keeping things simple and learning from doing well, and not so well
• Are better together, we can be ourselves, be inclusive, see more good in others, and work collectively to build for the long term

What we offer

In line with our Fair Pay Charter, we offer a competitive salary and benefits to support your mental, physical, financial and social wellbeing.

• Core bank funding for retirement savings, medical and life insurance, with flexible and voluntary benefits available in some locations.
• Time-off including annual leave, parental/maternity (20 weeks), sabbatical (12 months maximum) and volunteering leave (3 days), along with minimum global standards for annual and public holiday, which is combined to 30 days minimum.
• Flexible working options based around home and office locations, with flexible working patterns.
• Proactive wellbeing support through Unmind, a market-leading digital wellbeing platform, development courses for resilience and other human skills, global Employee Assistance Programme, sick leave, mental health first-aiders and all sorts of self-help toolkits
• A continuous learning culture to support your growth, with opportunities to reskill and upskill and access to physical, virtual and digital learning.
• Being part of an inclusive and values driven organisation, one that embraces and celebrates our unique diversity, across our teams, business functions and geographies - everyone feels respected and can realise their full potential.