JOB PURPOSE
To lead the Company’s Corporate Governance & Company Secretarial Function within a Country on all governance operations matters to ensure compliance in relation to best practices, as well as issues of corporate governance legislation & recommendations. Provide specialist advice to board & management, including the country subsidiary companies, on governance matters & guide the board & committees to function effectively & efficiently as well as adopt the highest standards of corporate governance
KEY RESPONSIBILITES
The Company Secretary key responsibilities will include, but are not limited to the following: –

Providing the Board with guidance and advice on governance matters including applicable laws and regulations.
Enhancing training and knowledge building for the Board to effectively manage risk.
Promoting Corporate Sustainability.
Ensuring compliance with Governance Standards and best practice corporate governance principles, including under King IV, CMA Code of Corporate Governance and CBK Prudential Guideline on Corporate Governance for Board, Exco and Exco sub committees.
Ensuring Company Secretarial regulatory compliance.
Ensuring that the procedures for the appointment of Directors are properly carried out in accordance with the constitutional documents of the Company and applicable law.
Assisting with induction, orientation, on-going training and education of Directors; including assessing the specific training needs of directors and executive management in their fiduciary and other governance responsibilities.
Being available to individual Directors and the Board collectively for guidance on their responsibilities and duties and how much such responsibilities and duties should be properly discharged in the best interests of the Company.
Providing a central source of guidance and advice to the Board, and within the company, on matters of good governance.
Providing comprehensive practical support and guidance to Directors, with particular emphasis on supporting the Non-Executive Directors, the Chairman of the Board and the Chairman of Committees and the Audit Committee.
Acting as liaison between the Board and Management to ensure appropriate Board submissions including providing guidance to Management on Board submissions and approvals required
Ensuring that the Board and Board Committees Charters and Terms of Reference are kept up to date.
Ensuring the proper compilation and timely circulation of Board papers and assisting the Chairman of the Board and committees with drafting of yearly work plans.
Obtaining appropriate and timely responses and feedback to specific agenda items and matters arising from earlier meetings in Board and Board Committee deliberations and to raise matters that warrant the attention of the Board.
Ensuring that the proceedings of Board and committee meetings are properly recorded and that minutes of meetings are circulated to the directors in a timely manner.
Assisting the Board with yearly evaluation of the Board, its individual Directors and Senior Management.
Managing shareholder communications and managing conflicts of interest.
Co-ordinating AGMs, including notice of AGMs, shareholder information and proxy.
Preparing and submitting required governance reports to the various entities.
Ensuring Directors fees/allowances are agreed on and paid on time.
Keeping in safe custody and up-to-date company records for the Bank.
Ensuring Company Secretarial regulatory compliance
Completing the CMA Annual Corporate Governance Scorecard and any other reports required by Regulators or at Group relating to corporate governance
Liaising with the Group Governance team and providing required reports and information
Collating the relevant information related to Board and corporate governance matters and completing the relevant reports for inclusion in the Annual Integrated Report, including Directors Remuneration, collaboration, with the Finance and Reporting office
Managing Share Register and correspondence with Shareholders, with responsibility for contract management and acting as liaison for contractual relationship with Share Registrars engaged from time to time to provide Share Registrar services.
Ensuring that Governnace Audits are completed in a timely manner and that findings are satisfactory Governance Audit as well as ensuring any actions identified are tracked and addressed in a timely manner.
Ensuring a solid corporate governance structure.

People

Implement the Functional People plan with support from the Human Capital Function. Identify current and potential employee skill requirements in consultation with the Human Capital Function.
Build and maintain effective relationships with the relevant regulators and stakeholders on all areas of responsibility.
Lead the Corporate Governance Function according to the lean leadership and employee engagement principles, including employee life-cycle from recruitment through to exit, performance management, training and development, discipline and grievance management, retention and reward and people administration, to ensure a high performance culture.

Risk, Regulatory, Prudential & Compliance

Lead and drive the participation in effective governance structures in order to meet the requirements imposed by governmental bodies, industry mandates or internal policies and standards.
Provide input or comment in relation to the drafting of proposed regulatory requirements.
Consult to the relevant CoE’s and provide advice during the development and updating of policies, procedures and training material to ensure alignment to the specific needs of the Business Function.
Complete, consolidate and submit all required reports to the relevant committees and regulatory authorities when required and mandated.
Participate and represent the business at Senior Business Committees in order to gain full understanding of business activities and provide the required critical advise where required.
Keep abreast of and analyse regulatory and legislative developments, applicable to the Client Segments and Client Solutions within a specific Country and jurisdictions in which it operates, in order to deliver expert advice to the Country’s Executive Committee.
Prepare and present formal responses on behalf of the Standard Bank Group to requests from local and Regulators and Supervisors within a specific Country.
Monitor the overall implementation of the Subsidiary Governance Framework and adherence to the required standards and procedures across all areas of the Business Function to ensure consistent and efficient execution.
For a public company, certify and lodge its Annual Report with the Registrar of Companies, together with all returns as are required of a public company in terms of the relevant legislation and that all such returns are true, correct and up to date.
Monitor and maintain statutory books, including registers of members, directors and secretaries to ensure compliance to regulatory requirements.
Review Corporate Governance frameworks, standards and procedures in the context of the entire Business Function and its jurisdiction and advise on their customisation or amendment, where necessary.
Provide advice to management, relevant committees, the embedded business risk management function and employees on the resolution of audit or review findings, in order to effectively manage complex Corporate Governance issues.
Monitor and control to ensure board and all board committees function in terms of their mandates which are to be reviewed, and adopted, on an annual basis.
Assume responsibility for correspondence, collating information and writing reports to ensure decisions made are communicated to the relevant company stakeholders.
Drive and complete high quality reporting as required and mandated to ensure assurance, consistent feedback and necessary escalation of Corporate Governance issues and overall compliance performance to the relevant boards and executive committees.
Advise the embedded Business Function’s Executive Committee on the regulatory universe and all relevant Corporate Governance frameworks, standards and procedures to ensure the Business Function’s strategic and operational plans drive business activity and operations that meet regulatory and legislative requirements.
Lead engagements with external regulators and advisers, such as lawyers and auditors to resolve any complex Corporate Governance issues.
On a regular basis, but at least once every two year, review all company Memorandum and Articles of Association and submit approved changes to the AGM / EGM for adoption.
Monitor and control the completion of self-assessments by the board and individual board members on an annual basis and that the results are summarised for discussion by the board of directors, and that the findings and recommendations are subsequently forwarded to the Group Governance Office.
Informs embedded Corporate Governance and Compliance teams where applicable, Business Function executive members and other relevant stakeholders about regulatory inspections and acts a conduit for any significant information requests, comments and findings.

Financial Management

Monitor and control cost management and adherence to ensure sound financial practices and control costs within budget.
Set the budget for the embedded Corporate Governance function within a Country and monitor and control of the expenditure relative to the budget.

Data

Define and maintain the data model for the embedded Corporate Governance function within a specific Country in adherence to the Group’s data security standards.
Significantly contribute to the development and the provision of the data sets for the functional area.

Client

Maintain an in-depth understanding of the entire Business Function and all its activities by consistently engaging with executive committee members in order to effectively lead the implementation of the Corporate Governance plan within a Country.
Lead the engagements with the Chairperson and the Chief Executive for a Country to develop the annual board plan and the administration of other issues of a strategic nature at board level.
Provide a central source of guidance and advice to the board on matters of ethics and good governance by inter alia providing topical articles to the board.
Schedule board, board committee and management committee meetings, agree agendas with chairperson, Chief Executive and collate and distribute board, board committee and management committee papers.
Attend board, board committee and management committee meetings. Produce accurate and succinct minutes of all meetings attended, within the agreed service levels.
Provide guidance and specialist advice to the chairperson, the Chief Executive within a Country and the specific committees on discharging their duties and responsibilities in order to adopt the highest standards of Corporate Governance.
Monitor and control board and committee procedures to ensure they comply with the terms of their mandate.
Monitor changes in directors’ fees annually and provide a report and recommendations, supported by a survey of fees payable by local financial institutions, to the Board Remunerations Committee as well as Group

Governance Office team.

Provide governance advisory to new Directors as part of a formal induction programme to enhance their understanding of Business Operations and related legislation/regulation. Guide them in the resolution of more complex Corporate Governance matters in a manner that enables sufficient transfer of knowledge.

Strategy

Lead the Embedded Company Secretary Function within a Country through the development and execution of a Functional Governance Plan and the effective implementation of all Governance frameworks, policies and standards to ensure all aspects of compliance risks are managed and regulatory requirements are met across Client Segments and Client Solutions operations within a Country.

Technology & Architecture

Establish the technological requirements of the embedded Corporate Governance function to ensure the required systems adequately support the operational needs of the embedded Governance team within a Country.

QUALIFICATIONS

Post Graduate Degree Business Commerce
First Degree Finance and Accounting
Post Graduate Degree Legal
Other Minimum Qualifications, certifications or professional memberships
Chartered Secretary ‘ Member Chartered Governance Institute

Preferred Qualifications

Post Graduate Degree Finance and Accounting
Masters Degree Legal
Other Preferred Qualifications, certifications or professional memberships
Qualified Governance Professional – certification would be beneficial for this job or Chartered Accountant

Experience

Legal Corporate 3-4 years At least 5 years of experience in Legal and Risk Management. Demonstrated ability to embed Legal and Risk Management processes as required by relevant regulatory requirements, applicable codes of conduct and the minimum standards.
Governance Governance More than 10 years The role requires a seasoned individual with a minimum of 10 years post-graduation experience within the Financial Services Industry with at least 5 years senior management level. Ability to provide guidance to senior and executive leaders and board members on provisions of the law and other regulations. Ability to understand business operations and opportunities within the law.
Total number of years’ experience: 13 years

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