Company secretarial support services for the Company and provide advice to the Chair and CEO on board/ board committee agenda to ensure the directors have appropriate information for decision making.
Lead and coordinate the organization and preparation of papers and business for Board Meetings and Meetings of Committees of the Board of the Company.
Board and Board Committee meetings are accurately recorded and signed minutes placed in the minutes book. Coordinate the organization and administering of the Annual General Meetings of the Company.
Ensure accurate and timely updating of applicable database information, e.g. directors' particulars, directors' training and engagement, group and subsidiaries linkages list, outsourcing, power of attorney list, Directors' Welcome Pack, and directors' attendance.
Ensure adoption of GCS Policies and Standards are appropriate and review the Country Risk Tracker on a monthly basis and update accordingly.
Statutory Requirements / The Business
Maintain a record of all constitutional documents and ensure these, along with any updates thereto, are filed with the relevant authorities in a timely manner.
Manage the requirement to file reports or events with the HKMA and otherwise as required by Hong Kong law or regulation.
Monitor and ensure compliance with the HKMA's SPM CG-1 requirements, including board composition and director independence requirements.
Coordinate finalization and lodgement of the Company's Financial Statements with the external auditors and provide relevant information in the Financial Statements in conjunction with Corporate Affairs and other departments as appropriate.
Provide exemplary corporate governance and corporate authorities advice in relation to all aspects of proposed corporate transactions, including acquisitions, disposals and divestments relating to the Company or in Hong Kong. Ensure projects are compliant with internal policies and approval processes and local laws and regulations.
Provide 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 Company's business.
Act as expert advisor to the Company executive committee regarding the Group's Sources of Authority Framework, including providing advice on appropriate delegated authorities and facilitating SCPLC Board or SCB Court and local subsidiary board approvals.
Manage the Change to Group Corporate Structure approval process, including acting as a "trusted advisor" to stakeholders in connection with the approval process and providing guidance and support in connection with transaction related documents for the Company.
Risk Management & Governance
Ensure that senior managers of the Company clearly understand the sources of authority framework and the process for obtaining approval authority. This includes advice on the Group Authorised Signatory Book, Group Delegated Authorities Manual and Powers of Attorney Policy.
Attend to documentation for Board and Committee member changes - including regulatory approvals.
Awareness and understanding of the regulatory framework in which the Group and the Company each operates. Together with the regulatory requirements of the Company Secretary for an authorised institution in Hong Kong.
Deliver effective governance of the Company, with capability to challenge fellow executives.
Be a trusted adviser to the directors and their key point of contact for all corporate governance and board-related matters.
Assist the stakeholders in securing appropriate board support for the Company, including advice on Board and Committee approval requirements and process.
Assisting in the identification, on-boarding and induction of INEDs and NEDs for the Company.
Consult, guide and advise the directors on fiduciary duties, director responsibilities and liabilities in Hong Kong, governance developments and risk management principles.
Manage all announcements and the year-end process, including all notices and disclosures relating to the annual report and accounts and any dividends.
Support the CEO in establishing and maintaining a robust relationship with independent non-executive directors.
Ensure linkages to SCB Hong Kong and SC PLC are fully supported by the directors.
The Role Requirements
A qualified Chartered Secretary with in-depth company secretarial technical knowledge and experience, ideally working within Financial Services or a fast-paced Hong Kong / UK listed company of substantial size and complexity. (Alternatively, a qualified solicitor with substantial experience in corporate governance advice in Hong Kong, including a detailed working knowledge of the SPM CG-1 requirements for authorised institutions.)
Demonstrated excellence in corporate governance administration and advice, including business advisory support as a Company Secretary.
Strong interpersonal, written and verbal communication skills; with the ability to communicate at all levels and between different cultures.
Knowledge and understanding of the regulatory environment in which the Group operates, with detailed knowledge of the Hong Kong corporate governance laws, regulations and rules.
Ability to understand and anticipate the needs of stakeholders.
Proven ability to manage a board of directors and other key projects.
Internal Number: 5165114
About Standard Chartered Bank Singapore
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