Assistant Company Secretary at Standard Chartered Bank Kenya

The Role Responsibilities

Strategy

• Develop an awareness and understanding of the Company’s business strategy as applicable to the role.

Business

• Maintain an awareness and understanding of the wider business, economic and market environment in which the Company operates.

Processes

• Support the Company Secretary, Kenya in delivering operational risk commitments in line with the Group’s objectives.

Board Governance

• Provide proactive and high quality support to the Company Secretary of the Company in the following areas:
  • Supporting various aspects of the end to end board / board committee governance process ensuring comprehensive agendas, high quality papers, recording of balanced minutes and proactive follow up of matters arising. Working closely with the Company Secretary to ensure the Directors have the right information to make the decisions/ approvals being requested. It is expected that the Assistant Company Secretary will be principally responsible for at least three Board Committees of the Company and two non-banking subsidiaries of the Company. 
  • Build and maintain strong stakeholder relations with the Company’s Executive Committee members and dedicated Accountable Executives of non-banking subsidiaries to ensure that the Group’s approach to subsidiary governance is well understood and adhered to.
  • Proactively manage non-banking subsidiaries, deliver high quality, efficient, effective and sustainable company secretarial practices and processes, ensuring compliance with relevant Group Policies, local legal and regulatory requirements.
  • Provide support and take ownership of certain aspects of Stock Exchange announcements and end of year processes, including notices and disclosures relating to annual and interim financial results, annual report, AGM, dividends payments etc. 

Directors

• Supporting the Company Secretary and the Chief Executive Officer to develop, maintaining and execute a robust board succession plan; including maintaining an up to date capability matrix and independent director watch list and managing the process of appointing directors including and any related regulatory filings and approvals
• Support the delivery of a tailored induction programme for all newly appointed directors within three months of appointment.
• Support the Company Secretary in guiding and advising the directors on relevant ongoing training in respect of fiduciary duties, director responsibilities and liabilities, governance developments/ issues, strategic priorities and risk management principles and maintaining a log of all training completed. 
• Responsible as a ‘trusted advisor’ to the directors, Executive Committee members and Accountable Executives of Non-banking Subsidiaries on corporate governance and board related matters.
• Support the Company Secretary in embedding a robust process to manage conflicts of interest, outside business interests, associated disclosure obligations and internal approvals/ clearances.
• Support the Company Secretary in maintaining a robust relationship with independent non-executive directors
• Support the Company Secretary in ensuring board evaluations of the Company and relevant Non-banking Subsidiaries are conducted on an annual basis and follow up actions are implemented.

Corporate Structure & Approvals

• Advise on corporate actions including Changes to Group Corporate Structure approval process, and acting as a "trusted advisor" to stakeholders in connection with the approval process and providing guidance and support in connection with transaction related.
• Responsible for providing advice to all stakeholders on corporate authorities and work closely with the senior management to ensure relevant board and committee approvals are obtained on a timely basis.
• Accountable for ensuring that all senior managers clearly understand the sources of authority framework and the process for obtaining approval authority and demonstrating evidence as appropriate to external third parties (includes advisory on the Group Authorised Signatory Book, Group Delegated Authorities Manual and Powers of Attorney).

Powers of Attorney (POA) Coordinator

• Act as POA Coordinator to the Chief Executive Officer and manage, process and monitor all POAs issued by the Chief Executive Officer or the Board of the Company.
• Maintain timely records of POAs issued on Blueprint, monitor and manage the renewal process, including coordinating the POA revocation process.

Policy and Regulatory Compliance

• Support the Company Secretary to ensure compliance with the Group Subsidiary Governance Policy and Standards in Kenya and that the Company and its Subsidiaries comply with all relevant statutory, legal and regulatory requirements in Kenya, including filings and regulatory disclosures.
• Support the Company Secretary, Kenya to monitor and ensure compliance with the Corporate Governance Regulations and Guidelines, including board composition and director independence requirements.
• Responsible for managing all entities in Blueprint where named as the Responsible Person (“RP”). Provide Blueprint oversight for all other entities in Kenya ensuring the RPs fully understand their responsibilities and complete changes to mandatory fields and compliance reviews within the prescribed timelines.
• Supporting the Company Secretary to provide guidance to all AEs in Kenya so they fully understand their responsibilities and complete their six-monthly reports to the Chief Executive Officer.
• Support the Company Secretary to manage the corporate governance aspects of all internal and external audits, inspections and reviews.

Thought leadership

• Responsible for providing timely and relevant guidance to the Board and senior management on the application and interpretation of legislation, banking codes, corporate governance guidelines and policies relating to the corporate governance of the Company.
• Responsible for continuously reviewing and looking for ways to streamline BAU processes to ensure efficient and sustainable ways of working within the Kenya Company Secretariat.
• Work closely with the Company Secretary on Group led corporate governance projects.

People & Talent

• Provide coaching to company secretarial team members, leading by example to build an appropriate culture consistent with the Group’s valued behaviours as a senior leader within GCS.
• As applicable, recruit, motivate and retain a high-performing team including management and leadership of any direct reports with respect to their team members.
• Set and monitor job descriptions and performance objectives for any direct reports and provide feedback, recognition and reward in line with their performance against those responsibilities and undertake succession planning for any direct reports. 
• Collaborate and engage with GCS colleagues in London and other relevant stakeholders to ensure most efficient and cost effective processes.

Risk Management

• Responsible for identifying corporate governance risks, escalating to the Company Secretary with strategies to mitigate that risk including updating risk reporting platforms.

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. 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.
• Comply with the responsibilities of an Assistant Company Secretary as prescribed by the Central Bank of Kenya, Capital Markets Authority and any legal or regulatory requirements.
• Serve as Assistant Company Secretary for Standard Chartered Bank Kenya Limited and its subsidiaries.
• Exercise authorities delegated by the Board of Directors and act in accordance with Articles of Association of the Company. 

Key Stakeholders

• Company Secretary, Kenya
• Country CEO Office
• Board of Directors
• Executive Committee Members
• Client Business Heads
• External service providers/ vendors
• Group Corporate Secretariat (“GCS”) function

Other Responsibilities

• Proactively contribute and engage with the Regional GCS team and promote the sharing of best practice and identify areas to improve process and develop more efficient ways of working.

Our Ideal Candidate

• Academic or Professional Education/Qualifications (e.g. Law degree, chartered secretary or chartered accountant) with technical knowledge, ideally gained within the financial services sector.
• Member of the Institute of Certified Secretaries of Kenya