Company Secretary Job Opportunity – Stanbic Bank

Job Title:  Company Secretary
Organisation: Stanbic
Bank 
Duty Station: Kampala,
Uganda
About US:
Stanbic Bank Uganda
Limited is a subsidiary of Stanbic Africa Holdings Limited which is in turn
owned by Standard Bank Group Limited (“the Group”), Africa’s leading banking
and financial services group. The Standard Bank Group is the leading banking
group focused on emerging markets. It is the largest African banking group
ranked by assets and earnings. Stanbic Bank Uganda Limited is the largest bank
in Uganda by assets and market capitalization. It offers a full range of
banking services through two business units; Personal and Business Banking
(PBB), and Corporate and Investment Banking (CIB).
Job Summary:  The Company Secretary, International plays a
strategic role in the governance operations of Standard Advisory London Limited
(SALL). They are the main coordination and liaison point for all Governance and
Board structures and information for Standard Advisory London Limited and
Standard Bank London Holdings (SBLH). The Company Secretary, International is
the secretary to the Standard Advisory London Limited Board, Governance
Committee. and Risk and Compliance Committee and also of the International
Management Committee. The Company Secretary is also the secretary to the SBLH
board. The Company Secretary, International provides the necessary support and
guidance, advises directors and management (including those of the subsidiary companies)
on governance matters, helps the board and committees to function effectively
and efficiently as well as adopts the highest standards of corporate
governance. They must oversee compliance with applicable statutory, regulatory
and corporate governance requirements and manage the day-to-day corporate
administration of the organisation. The Company Secretary, International
coordinates all Company Secretarial responsibilities across all international
locations and entities liaising with appropriate local representative
Key Duties and Responsibilities: 
Manage Good
Corporate Governance Practice
  • Ensure there are appropriate structures, process and documentation
    in place in relation to all Governance practices to facilitate the
    effective Management and functioning of Standard International including
    an appropriate governance framework for all International locations;
    coordinating across functions to provide guidance for their respective
    areas.
  • Ensure compliance with Group corporate governance requirements
  • Work with the Group Governance team (where applicable) to improve
    governance standards and processes across the companies.
  • Keep abreast of relevant changes in governance best practice.
  • Provide appropriate on-the-ground oversight, support and guidance on
    company secretarial and governance matters for stakeholders.
  • Develop visibility of the company secretarial function’s activities
    throughout Standard International.
  • Maintain a corporate calendar for all governance related activities
    and committees
Manage Company
Secretarial responsibilities for Standard International Governance Committees;
including SALL Govco, RCC and International Manco
  • Schedule management committee meetings, prepare and agree agendas
    with chairmen/CEO and collate and distribute management committee papers.
  • Produce accurate and succinct minutes of all meetings attended,
    within agreed service levels, and follow up on actions from those
    meetings.
  • Guide the chairmen/CEO and committees on discharging their duties
    and responsibilities.
  • Support committee members in ensuring committees function
    efficiently and effectively, including good high-quality information
    flows.
  • Advise the chairman and committee members of all laws, legislation
    and governance matters of relevance.
Oversee the
coordination and runningof Boards (SALL and SBLH) and the SALL Reward Review
Committee
  • Coordinate and oversee meetings for Board Members responsibilities
    and Duties
  • Schedule board meetings and prepare and agree agendas with chairmen,
    CEO and others and review collate and distribute board papers.
  • Produce accurate and succinct minutes of all meetings attended, and
    follow up on actions from those meetings.
  • Ensure that the board and all board committees function in terms of
    their mandates. The mandates are to be reviewed, and adopted, on an annual
    basis.
  • Guide the chairmen, CEO and board directors of their duties
    responsibilities and how they should be properly discharged in the best
    interest of the company.
  • Support chairmen, CEO and others in ensuring boards function
    efficiently and effectively, including good high-quality information
    flows.
  • Advise the chairman and directors on all laws, legislation and
    governance matters of relevance.
  • Support the Chairman in ensuring director’s letters of appointment
    and induction packages are available and review the same on an ad-hoc
    basis.
  • Co-ordinate training for executive and non-executive directors on
    their duties and responsibilities as well as relevant governance and
    business matters.
  • Act as point of contact for the non-executive director(s).
  • Oversee matters relating to the board, shareholders and statutory
    registers.
  • Organise Annual General Meetings of shareholders, unless dispensed
    with.
  • Draft board and shareholder resolutions when necessary.
  • Review the Company’s Articles of Association and propose changes
    were necessary
  • Monitor changes in directors’ and non-executive director’s fees
    every 2 years and provide a report and recommendations, supported by a
    survey of fees payable paid by local financial institutions, to the Group
    Governance Office Governance team for approval;
  • Ensure that board and individual board member self-assessments are
    undertaken every 2 years and that the results are summarized for
    discussion by the board of directors, and that the findings and
    recommendations are subsequently forwarded to Group Governance Office as
    well as the relevant regulatory authority in-country;
  • Ensure that the board has agreed the text of the Directors’ Report
    and Strategic Report.
  • Ensure that a copy of the annual report and financial statements is
    sent to every person who is entitled to them in terms of the Companies
    Act.
  • Maintain the statutory registers and monitoring changes in share
    ownership of SALL, SBLH and Stanbic Africa Holdings Ltd;
  • Liaise with the company’s holding company, Standard Bank Group
    Limited through Group Governance Office for proxies for Annual General
    Meetings and Extraordinary General Meetings where necessary.
Manage and oversee
Policy
  • Oversee the policies approval adoption process by policy owners,
    renewing and commenting on those policies were appropriate and keeping
    overall spreadsheet of all SALL policies.
  • Oversee all policy governance; including the master policy list and
    ensure alignment with functional areas records.
  • Review/comment on all new and amended policies when group change
  • Review against intranet and group policies page
  • Authorise policies to go on intranet
Ensure oversight of
and compliance with all regulatory matters for international legal entities and
boards
  • Ensure oversight of and compliance with all regulatory matters for
    international legal entities and boards
  • Ensure that the procedure for the appointment of directors is
    carried out according to legal provisions;
  • Safeguard the integrity and reputation of the entity by ensuring
    that the organisation operates within local company law and regulatory
    requirements.
  • Update the Board and Senior Management of any changes in company law
    which might impact the business of SALL or SBLH and provides
    recommendations on how SALL, and SBLH should respond to such changes.
  • Take responsibility for interface with the FCA, and other key
    regulatory / prudential stakeholders across all International entities as
    required from time to time.
Manage and
Contribute to the Leadership and Culture of Standard International
  • Provide input to the Head of Legal for delivery of core People
    processes of recruitment/ remuneration/ performance management/
    compensation and benefits for company secretariat in SALL (as required).
  • Act as a role model and represents the Group and CIB Brand and Culture
    to the people in a way that empowers, engages and motivates them.
  • Delegate, empower and hold people accountable for their part in
    delivering and maintaining excellence.
  • Create a work environment that is inclusive of diverse experience
    and perspectives in Company Secretariat for SALL.
  • Provide education and training for employees as required.
  • Inspire and develop team members, encouraging training (where
    required and appropriate)

Qualifications, Skills and Experience:
  • The applicant for the Stanbic Bank Company Secretary job must hold
    an Honours Degree in a relevant field of study, such as; Business
    Commerce,
  • Law, Financial Management, Accounting, Business Management,
    Economics.
  • A qualified accountant or solicitor or a qualified member of the
    Governance Institute. (NB: there is no requirement for a limited company,
    (however it is for a Plc), however this experience is preferred. Board and
    Committee Membership: Governance Committee (Advisory role); Risk and
    Compliance Committee (Advisory role) and International ManCo (Advisory
    role)
  • 5-7 Years; It is desirable that the individual has experience
    working as a Company Secretary for a similar organisation for at least 5
    years
  • Experience in Risk/Accounting/Compliance at Managerial level
  • 5-7 years experience as a Company Secretary
  • Strategy definition
  • Contract Management
  • Governance Drafting and Knowledge
How to Apply:
All candidates who
wish to join the one of Africa’s biggest Banking Groups, Standard Bank in the
aforementioned capacity are encouraged to Apply Online by visiting Link below.
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latest jobs, please visit https://www.theugandanjobline.com or
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