Head, Corporate Governance, Asia and Company Secretary HK

StandardCharteredBank (Hong Kong, Hong Kong) 7 days ago

Job: Legal

Primary Location: Greater China and North Asia-Hong Kong

Other Locations:

Schedule: Full-time

Employee Status: Permanent

Posting Date: 04/Jan/2021, 9:52:57 AM

Unposting Date: Ongoing

A bank with a soul

We are a global bank which is big enough to be relevant to the world’s most sophisticated corporations but small enough to be local, nimble and innovate. We tap into our DNA as a global trade bank, committing to the dynamic markets where we have operated for over 150 years. We link these markets with each other, as well as to Europe and the Americas, to help our corporate and institutional clients manage their global investing and financing needs. In addition, we use our deep knowledge in local markets to help our customers and clients grow, invest and protect their wealth.

We believe that every one of our colleagues plays a tangible role in delivering our purpose and we all feel strongly about living our valued behaviours and our brand promise – Here for good. Our unrivalled network and unique culture make this organisation special, and creates opportunities for unparalleled career and development experiences. The success of the Bank hinges on how we harness our unique strengths, create an inclusive and flexible environment, and where our people feel empowered to use the freedom and accountability that we give them to go above and beyond for our customers.

What is the Opportunity?

Head, Corporate Governance, Asia and Company Secretary HK

Reporting into the Group Company Secretary, the role provides strong leadership and management over the Company Secretaries for the Group’s subsidiaries in Asia, as well as provides thought leadership and strategic planning for board succession in Asia in conjunction with CEOs and the Regional CEO.

What will you do?

As the Head Corporate Governance, Asia:

Strategy and Leadership

  • Oversee adherence to Group policies and standards within the GCS team in Asia.

  • Manage costs within budget and the business efficiency programme and demonstrate evidence of cost saving initiatives.

  • Be a “trusted advisor” to stakeholders (particularly the Regional Governance CEOs and Business Heads) providing high quality advice on board effectiveness, succession planning, inductions and director training, linkages between the Group and its subsidiaries as well as demonstrating thought leadership in respect to regulatory trends and developments.

  • Embed a Here for Good culture within the regional GCS team, promoting a culture and practice of good conduct of business within the Group and ensuring that GCS comply with the Group Code of Conduct.

  • Follow the Bank’s Group Management Responsibility Policy and Management Principles for effective risk and controls.

  • Embed a structured approach to professional development focused on acquiring a deep knowledge and understanding of banking and business dynamics.

  • Manage key projects, negotiations and relationships, including those with external advisors and third parties across the region.

Corporate governance and company secretarial work

  • Responsibility for ensuring all Company Secretaries across the Asia region are clear on the Group’s corporate governance approach and requirements as well as providing assurance that the Subsidiary Governance Policy requirements and minimum standards are embedded and are being delivered efficiently to a consistently high quality and on a sustainable basis.

  • Engage with Company Secretaries to reinforce GCS policy requirements so they have good working knowledge and can provide advisory support to the business and relevant stakeholders on Group requirements (e.g. Sources of Authorities, GDAM/ PoAs, Change to Group Corporate Structure).

  • Act as additional point of contact and source of advice for the Directors and members of the Management Team (and other senior individuals within the Group) in relation to corporate structure and corporate governance matters.

  • Enhance board effectiveness by overseeing effective implementation of regular board effectiveness reviews, and actions plans across the region.

  • Ensure compliance with the external requirements, including local company laws, listing rules, corporate governance codes and align with the UK Corporate Governance Code that is applicable to the Group and HK Corporate Secretariat.

  • Establish and oversee relevant policies and standards, ensuring they are effectively communicated, continuously reviewed and updated to reflect relevant changes and best practice.

People and Talent

  • Proactively manage the regional teams and business to ensure these are adequately resourced (within agreed budget) by an appropriate number of competent staff with relevant skills, training and experience to effectively discharge their duties to meet the function’s objectives and broader needs of the business.

  • Recruit, motivate and retain a high performing team across the region (with specialist capabilities where appropriate). Ensure that the GCS team’s performance is objectively and fairly assessed and rewarded against their responsibilities and objectives.

  • Provide leadership, management and coaching to direct and indirect reports to ensure they are engaged and performing to their full potential.

  • Lead through example and build appropriate culture and values. Set appropriate tone and expectations from the team and work in collaboration with risk and control partners to achieve this.

  • Ensure the provision of ongoing training and development of people. Ensure that holders of all critical roles are suitably skilled and qualified for their roles and have effective supervision in place to mitigate any risks.

  • Ensure that talent development, performance management, learning and development, engagement and succession planning for critical roles are in place.

  • Set and monitor job descriptions and objectives for direct reports and provide feedback and recognition and reward in line with their performance against those responsibilities and objectives.

  • Effective collaboration with the company secretaries across the region on all relevant company secretarial and resource allocation matters.

As the Company Secretarial Hong Kong:

  • Serve as the Company Secretary to the Board and Board Committees of Standard Chartered Bank (Hong Kong) Limited (“the Company”) and ensure appropriate coverage for various Significant Non-Banking Subsidiaries as well as Non-Banking Subsidiaries in HK.

  • Provide advice to the HK Chairman and HK Chief Executive Officer on board/ board committee agendas to ensure the directors have the right information to make the decisions/ approvals being requested.

  • Provide timely and relevant guidance to the HK Board and senior management on the application and interpretation of legislation, banking codes, corporate governance guidelines and policies relating to the business of the Company.

  • Lead on the Group’s involvement with consultations and waiver applications (Stock Exchange) relating to corporate governance practices and demonstrate judgement on the areas to engage, so as to maximise the Group’s value to thought leadership with regulators and policy makers.

  • Provide leadership in relation to the Hong Kong listing. Ensure compliance with the Hong Kong listing rules (Standard Chartered PLC listing) and manage the interface with the Hong Kong Stock Exchange at the working level.

  • Ensure good working relationship and communications with London listing team and ensure joined up approach to all Group-wide regulatory announcements.

  • Through proactive management of the Company Secretariat in Hong Kong, deliver high quality, efficient, effective and sustainable company secretarial practices and process, ensuring compliance with relevant Group Policies, local legal and regulatory requirements.

  • Ensure all HK constitutional documents (e.g. Memorandum and Articles) are accurate, up to date and filed with the relevant authorities in a timely manner.

  • Maintain HK statutory records and business registers (to include the register of Members and register of Directors).

  • Manage the end to end board process ensuring high quality papers are circulated to the directors, minutes are drafted on a timely basis with all actions clearly documented and proactively followed up.

  • Manage all announcements and the end of year process, including all notices and disclosures relating to the annual report & accounts and dividends. Collaborate and proactively engage with GCS London and all relevant stakeholders to ensure most efficient and cost-effective processes.


  • Continuously review and look for ways to streamline BAU processes to ensure efficient and sustainable ways of working within the Hong Kong Company Secretariat.

  • Responsible for delivering operational risk commitments in line with the Group’s objectives.


Responsible for maintaining an awareness and understanding of the wider business, economic and market environment in which the Company operates.


  • Working closely with the Chairman and Chief Executive Officer develop, maintain and execute on a robust board succession plan; maintain an up to date capability matrix and independent director watch list.

  • Responsible for delivering a tailored induction programme for all newly appointed directors within three months of appointment.

  • Consult, guide and advise the directors on relevant ongoing training in respect of fiduciary duties, director responsibilities and liabilities, governance developments/ issues, strategic priorities and risk management principles. Responsible for maintaining a log of all training completed.

  • Responsible as a ‘trusted advisor’ to the directors and their point of contact for all corporate governance and board related matters.

  • Responsible for embedding a robust process to manage conflicts of interest, outside business interests, associated disclosure obligations and internal approvals/ clearances.

  • Support the Chairman and Chief Executive Officer in establishing and maintaining a robust relationship with independent non-executive directors.

  • Responsible for ensuring Group led ‘linkages’ initiatives are fully supported by the directors. Proactively provide information of significance to the Independent Directors, particularly in respect to public information about the Group or any matter that is likely to be reported in the public domain. Work closely with the Chief Executive Officer and liaise with the Regional Head, Corporate Governance to ensure alignment.

  • Responsible for maximising the usage of i-pads with respect to paperless board meetings and sc.com e-mail. Proactively manage Information Technology issues and work closely with the Information Technology team to ensure timely and sustainable solutions/ guidance is provided to the directors.

  • Responsible for providing advice to and working with the Chairman to ensure a board evaluation is conducted on an annual basis and follow up actions are implemented.

Corporate Structure & Approvals

  • Responsible for managing all entities in Blueprint where named as the Responsible Person (“RP”) or Accountable Executive (“AE”). Provide Blueprint oversight for all other entities in HK ensuring the RPs fully understand their responsibilities and complete changes to mandatory fields and compliance reviews within the prescribed timelines.

  • Responsible for providing guidance to all AEs in HK so they fully understand their responsibilities and complete their six-monthly reports to the Chief Executive Officer.

  • Accountable for proactively driving the liquidation process for entities no longer required through collaboration with the AE during the CAAF approval process and the engagement of the liquidator.

  • 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).

Risk Management

  • Ensure the team keeps pace with emerging best practice and relevant governance, legal and regulatory developments to ensure compliance with corporate governance, legal and statutory requirements across the region.

  • Ensure effective controls are in place to promote and provide assurance for compliance with the continuing obligations under relevant Listing Rules.

  • Support the Group Company Secretary in owning, managing and delivering the following Group policies: Subsidiary Governance Policy, Group Related Party/Connected Transactions in relation to the region.

  • Balance business performance delivery and cost management with risk and control matters, to ensure these drivers do not jeopardise the Group remaining within its risk appetite.

  • Have an awareness and understanding of the regulatory framework in which the Group operates, and the regulatory requirements and expectations relevant to the role.

Regulatory & Business conduct

  • Display exemplary conduct and live by the Group’s Value Behaviours 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.

  • Take responsibility for achieving the outcomes set out in the Bank’s Conduct Principles: Fair Outcomes for Clients; Effective Financial Markets; Financial Crime Compliance; The Right Environment and in the GCS conduct action plan.

  • Manage the Group’s relationship with the Hong Kong Stock Exchange at the working level and keep the Regional CEO and Chief Executive Officer (HK) up to date on all developments as appropriate.

  • Lead the regional GCS team in Asia to achieve the outcomes set out in the Group’s Conduct Principles, Fair Outcomes for Clients.

  • Effectively and collaboratively identify, escalate, mitigate and resolve risk, conduct and compliance matters.

  • Exercise authorities delegated by the Board of Directors and act in accordance with Articles of Association of the Company.

What do you need to succeed?

  • Qualifications:

    • Fellow/Associate of the Institute of Chartered Secretaries (FCIS/ACIS), or equivalent legal qualification with practical experience and expert knowledge, preferably gained in a financial services environment.

    • ICSA/HKICS Professional Memberships; i.e. required for roles for continuous development/ improvement/awareness of current practices etc.

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

    • Bank training; i.e. mandatory & developmental - role specific, and regulatory/compliance bank wide & role specific.

If you're ready to take on your next challenge, apply now.

Head, Corporate Governance, Asia and Company Secretary HK

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