Job Summary

The Company Secretary of Standard Chartered Bank Nepal Limited with roles and responsibilities as additionally defined by the Companies Act of Nepal. The Company Secretary will primarily be responsible for supporting the Board of Directors and advising the Chair and the Chief Executive Officer on corporate governance matters. The Company Secretary will also be responsible for effective communication with the shareholders. 

Key Responsibilities

Strategy
•    Act as the responsible person to provide support to the Board of Directors and advise the Chair and the Chief Executive Officer on corporate governance matters 
•    Build and maintain excellent trusted relationships with the key stakeholders outlined below (and with other stakeholders)
•    Develop thought leadership capability – as demonstrated by visibility within the country and the region and externally (in the industry) as a senior point of contact in region

Business
•    Convene meetings of the Board of Directors and the General Meetings of shareholders, 
•    Prepare and send the agenda of meetings to the concerned Directors or the shareholders, 
•    Prepare and maintain the records of, authenticate and take charge of, the decisions of the meeting of the board of directors or the general meeting. 
•    Implement and make arrangement for implementation of the decisions taken by the Board of Directors and the general meeting.
•    Implement and make arrangement for implementation of the directives issued by the Company Registrar’s Office or the concerned bodies. 
•    Submit returns, documents, decisions, etc as required to be submitted by the company to the Company Registrar’s Office or any other body pursuant to the Companies Act or the prevailing law within the specified period.
•    Coordinate and conduct the Annual General Meeting (AGM) of Shareholders. 
•    Prepare / modify Memorandum / Articles of Association 
•    Effectively manage Share Operation unit 

Processes
•    Responsible for the operational efficiency and effectiveness of the Corporate Secretariate function 
•    Contribute to and execute organisational design strategies consistently with the LCS Target Operating Model 
•    Ensure function follows their desk operating instructions
•    Ensure the accurate maintenance of Mandatory Information in Blueprint
•    Provide annual assurance against the requirements set out in the subsidiary Governance Standard through the Company Secretary Checklist confirmation process
•    Ensure that all newly appointed Directors undertake an induction programme upon their appointment in compliance with the Subsidiary Governance Standard and local regulations. 
•    Ensure that the Board (and each Director) has a programme of ongoing training and development.
•    Ensure compliance with relevant internal policies, and external laws and regulations. 

People & Talent
•    Lead through example and build the appropriate culture and values, embedding a high level of team engagement.
•    Provide leadership, management and coaching to direct reports to ensure they are highly engaged and performing to their potential
•    Ensure the provision of ongoing training and development of people, and ensure that holders of all critical functions are suitably skilled and qualified for their roles ensuring that they have effective supervision in place to mitigate any risks
•    Employ, engage and retain high quality people, with succession planning for critical roles 
•    Responsibility to review team structure/capacity plans 
•    Set and monitor job descriptions and objectives for direct reports and provide feedback and rewards in line with their performance against those responsibilities and objectives
•    Promote best practices and lessons learned across the teams, especially in relation to legal risks 

Risk Management
•    Responsible for identifying, assessing, monitoring, controlling and mitigating risks pertaining to Group Corporate Secretariat (GCS)
•    Act as Process Owner for any Group or Country processes owned by GCS where such processes are executed by the team. Be responsible for the management of such processes in line with the Group’s process universe as set out in the Group Enterprise Risk Management Framework
•    Act as Subject Matter Expert for Governance – Corporate Governance and Authorities, and Exchange Listing Rules risks arising in country, under GCS
•    Awareness and understanding of the main risks facing the country and to the function put in place appropriate controls and measures in managing them.

Governance
•    Ensure the Country adopts the risk frameworks and relevant policies and standards of the Group. 
•    Ensure adherence to the Enterprise Risk Management Framework, Group Code of Conduct and relevant Policies, Procedures and Guidelines 
•    Ensure that accurate and clearly articulated papers are prepared for the Board of Directors.  
•    Responsible for delivering effective governance, capability to challenge fellow executives effectively, and willingness to work with any local regulators in an open and co-operative manner. 
•    Awareness and understanding of the regulatory framework, in which the Group operates, and the regulatory requirements and expectations relevant to the role.
•    Cost Centre management and analysis.
•    Compliance of Code of Conduct of the Company Secretary. 
•    Play a key role in ensuring good corporate governance. 

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.
•    Effectively and collaboratively identify, escalate, mitigate and resolve risk, conduct and compliance matters.
•    Carry out responsibilities prescribed by local regulators, viz. Nepal Rastra Bank / Company Registrar’s Office / Securities Board of Nepal

Key stakeholders
•    Head Corporate Governance, Asia 
•    Company Secretary, China, GBS and South Asia Region
•    Board of Directors, Standard Chartered Bank Nepal
•    Chief Executive Officer of Standard Chartered Bank Nepal 
•    Executive Committee of Standard Chartered Bank Nepal 
•    Finance Team
•    Internal Audit Team
•    Shareholders of the Bank 
•    Other teams within the Local Company Secretariat function

Other Responsibilities
Embed Here for good and Group’s brand and values in Corporate Secretariate, Nepal; Perform other responsibilities assigned under Group, Country, Business or Functional policies and procedures; Multiple functions (double hats);  

Skills and Experience

•    Professional certificate of company secretary with working experience of at least two years in the related field OR 
•    Minimum bachelor’s degree in law, management, commerce or economics and working experience of at least three years in the related field or in the field of company management in Commercial Banks
•    According to the Nepal Companies Act 2006, a public company meeting the threshold of prescribed paid up capital requires to appoint Company Secretary; who is a Nepalese citizen and who has worked in the related field for at least two years after obtaining the professional certificate of company secretary issued by a native or foreign body authorized to issue the professional certificate of company secretary pursuant to the prevailing law, or who has worked in the related field or in the field of company management for at least three years after doing at least Bachelor’s degree in law, management, commerce or economics.
•    Languages: Nepali, English 

Role Specific Technical Competencies

•    Risk Management 
•    Regulatory Framework and Requirements
•    Leadership Quality
•    Effective Communications 

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.