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• 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

• 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.

• 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.

• 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 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.

• 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)

• 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

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