Deputy/ Company Secretary of SCB Hong Kong

StandardCharteredBank (Hong Kong, Hong Kong) 14 days ago

Job: Legal

Primary Location: Greater China and North Asia-Hong Kong-Hong Kong

Other Locations:

Schedule: Full-time

Employee Status: Permanent

Posting Date: 16/Oct/2020, 10:39:58 AM

Unposting Date: Ongoing

About Standard Chartered
We are a leading international bank focused on helping people and companies prosper across Asia, Africa and the Middle East.

To us, good performance is about much more than turning a profit. It's about showing how you embody our valued behaviours - do the right thing, better together and never settle - as well as our brand promise, Here for good.

We're committed to promoting equality in the workplace and creating an inclusive and flexible culture - one where everyone can realise their full potential and make a positive contribution to our organisation. This in turn helps us to provide better support to our broad client base.

The Role Responsibilities
  • Drive high standards of corporate governance and deliver key priorities and initiatives, aligned to the Group Corporate Secretariat’s performance scorecard, in Hong Kong.
  • 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.
  • Lead on various corporate governance, GCS-related projects and initiatives and other Group Projects. Drive and stimulate an environment where forward planning, prioritisation and deadline management lead to efficient work practices and streamlined functional activities and processes.
  • Serve as the Deputy Company Secretary to the Board and Board Committees of Standard Chartered Bank (Hong Kong) Limited (“the Company”) and various Significant Non-Banking Subsidiaries as well as Non-Banking Subsidiaries in HK.
  • Provide advice to the Chairman and 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 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.
  • 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.
  • 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.
  • 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.
  • Proactively contribute and engage with the Regional Head Subsidiary Governance, GCNA and promote the sharing of best practice and identify areas to improve process and develop more efficient ways of working.
  • Continuously review and look for ways to streamline BAU processes to ensure efficient and sustainable ways of working within the Hong Kong Company Secretariat.
People & Talent
  • Effective management and development of direct reports, including building strong relationships with the wider regional team and encouraging team collaboration.
  • Lead through example and build the appropriate culture and values. Set appropriate tone and expectations from their team and work in collaboration with risk and control partners.
  • 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.
Risk Management
  • Responsible for identifying, assessing, monitoring, controlling and mitigating risks to the Group. Also, an awareness and understanding of the main risks facing the Group and the role the individual plays in managing them
  • The ability to interpret the Group’s financial information, identify key issues based on this information and put in place appropriate controls and measures
  • Ensure 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 Power of Attorney Policy).
  • Manage all entities in Blueprint where named as the Responsible Person (“RP”). Provide blueprint oversight for all other entities in Hong Kong ensuring the RPs fully understand their responsibilities and complete changes to mandatory fields and compliance reviews within the prescribed timelines.
  • Provide guidance to all Accountable Executives (“AE”) in Hong Kong so they fully understand their responsibilities and complete their six monthly reports the Chief Executive Officer.
  • Proactively drive the liquidation process for entities no longer required through collaboration with the AE during the CAAF approval process and the engagement of the liquidator.
  • Provide 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.
  • Ensure all constitutional documents (e.g. Memorandum and Articles) are accurate, up to date and filed with the relevant authorities in a timely manner.
  • Maintain statutory records and business registers (to include the register of Members and register of Directors).
  • Filing of statutory returns on a timely basis, for example annual returns, corporate governance report, accounts and regulatory filings relating to the Board.
  • Attend to documentation for changes to Board directorship and Company Secretary.
  • Manage the Annual General Meeting process.
  • Ensure the HK Company Secretariat team are crystal clear on their obligations and duties in respect to GCS Group Policies, Company Secretary minimum standards, operational risk framework and conduct/ behaviour
  • Responsible for assessing the effectiveness of the Group’s arrangements to deliver effective governance, oversight and controls in the business and, if necessary, oversee changes in these areas
  • Awareness and understanding of the regulatory framework, in which the Group operates, and the regulatory requirements and expectations relevant to the role.
  • Responsible for delivering ‘effective governance’; capability to challenge fellow executives effectively; and willingness to work with any local regulators in an open and cooperative manner.

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.
  • Lead the GCS HK team to achieve the outcomes set out in the Bank’s Conduct Principles: Embed a robust process to manage directors conflicts of interest, outside business interests, associated disclosure obligations and internal approvals/ clearances.
  • Effectively and collaboratively identify, escalate, mitigate and resolve risk, conduct and compliance matters.
  • 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.
  • Serve as a Director of the Board
  • Exercise authorities delegated by the Board of Directors and act in accordance with Articles of Association (or equivalent)

Key Stakeholder

  • Work closely with the Regional Head, Subsidiary Governance, GCNA and the Chief Executive Officer to develop, maintain and execute on a robust board succession plan. Maintain an up to date capability matrix and independent director watch list.
  • Deliver a tailored induction programme to all newly appointed directors within three months of appointment.
  • Consult, guide and advise the directors on relevant ongoing training in respect to fiduciary duties, director responsibilities and liabilities, governance developments/ issues, strategic priorities and risk management principles. Maintain a log of all training completed.
  • Be a ‘trusted advisor’ to the directors and be their point of contact for all corporate governance and board related matters.
  • Support the Chief Executive Officer in establishing and maintaining a robust relationship with independent non-executive directors
  • Ensure 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, Subsidiary Governance to ensure alignment.
  • Maximise the usage of i-pads in respect to paperless board meetings, e-mail and the independent non-executive director share point site. Proactively manage IT issues and work closely with the Technology & Operations team to ensure timely and sustainable solutions/ guidance is provided to the directors.
  • Provide advice and work with the Chairman to ensure a board evaluation is conducted on an annual basis and follow up actions are implemented.
  • Work closely with the Group Company Secretary and Regional Company Secretary on projects relating to share capital, loan stock and debt issues, including the Group’s Debt Issuance Programmes proposed new listings of shares by Standard Chartered PLC (in respect to the Group’s obligation under the Hong Kong stock exchange/ listing rules).
  • Establish strong relations with Slaughter & May and all other third party vendors relevant to the PLC listing (e.g. printers, translators and registrar).
Other Responsibilities
  • Embed Here for good and Group’s brand and values in GCS HK
  • Perform other responsibilities assigned under Group, Country, Business or Functional policies and procedures.
  • Multiple functions (double hats)
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.
  • ICSA/HKICS Professional Memberships; i.e. required for roles for continuous development/ improvement/awareness of current practices etc.
  • Bank training; i.e. mandatory & developmental - role specific, and regulatory/compliance bank wide & role specific,
  • Languages; i.e. those required for roles
Apply now to join the Bank for those with big career ambitions.

To view information on our benefits including our flexible working please visit our career pages. We welcome conversations on flexible working.

Deputy/ Company Secretary of SCB Hong Kong

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