Ed, Subsidiary Governance

**The Role Responsibilities**
**Business**
**Sources of Authority**:

- Ownership of the Power of Attorney guidance, process and controls.
- Ownership of the Group Authorised Signatory Book and Group Delegated Authorities Manual authorities.

**Changes to Group Corporate Structure and Corporate Actions**:

- Owning and maintaining the Changes to Group Corporate Structure Standard and ensuring it is operating effectively.
- Responsibility for GCS input into all Changes to Group Corporate Structure Forms, Corporate Action Approval Forms and Capital Adjustment Application Forms.
- Ensuring changes to Group entities as a result of the above activity is approved by related Boards, recorded in Diligent Entities and any resulting statutory and regulatory obligations complied with.

**Related Parties and Connected Persons**:

- Owning and maintaining the Group Related Party and Connected Persons Standard and associated controls.

**Diligent Entities - Corporate Database**:

- Oversight of the running, maintenance and associated controls of the Group corporate database.

**Subsidiary Governance**:

- Work with Subsidiary Secretaries, Chairs and Boards to ensure consistency of approach and governance (where feasible), sharing of updates and co-ordinating the linkage activities between the Boards and Group for the sharing of best practice and escalation.
- Accountability for the bi-annual subsidiary governance conference.
- Own and maintain the Subsidiary Governance Policy and Standards and associated controls. Ensure that these are kept up to date, are streamlined and operate effectively and efficiently.
- Conduct periodic training of Accountable Executives and Responsible Persons on their obligations under the Subsidiary Governance Policy and Standards
- Lead on subsidiary governance initiatives and projects that impact the Group including Subsidiary Directors' and Company Secretaries ongoing training, GCS 101 process notes and ownership of the subsidiaries board evaluation tool kit and resulting Group-wideactions plans.
- In conjunction with Responsible Persons, provide oversight of the quality of services provided by third party company secretarial providers.

**SC Ventures**:

- Act as a Group Company Secretariat point of contact and provide advice, support and direction to the Company Secretariat team in Singapore in respect of the SC Ventures business and entities.

**Accountable Executive Role**:

- To act as the Accountable Executive for the entity/ies assigned to the incumbent in Blueprint and to be accountable for understanding its/their purpose and risks.

**UK Subsidiary Entities**:

- Responsible for the management of certain UK and Dutch subsidiary companies including statutory filings, board meetings and accounts approvals.

**Delegated Authority - Second-Line Operational Risk**:

- With respect to Corporate Governance Risk (the potential for loss due to:
(i) non-compliance with relevant laws, regulations, ordinances, market guidance, corporate governance codes and exchange listing requirements relating to corporate administration and board governance, or,
(ii) failure to have an appropriate framework for the delegation of authority from the board of an entity under the Operational Risk Type Framework, Second Line of Defence, authority is hereby delegated to you by the Group Company Secretary to:
**Approve Inherent Risk and Residual Risk assessments;**:

- Accept any residual risk rated Medium on the Group Risk Assessment Matrix based on authorities set out in the ORTF;
- Approve Root Cause Reviews (RCRs) based on authorities set out in the ORTF, and,
- Formal reviews of the delegations must be carried out by the delegator once every two years and evidence of this review must be maintained by the delegator.

**Risk Management**:

- Identify any risks arising in respect of all responsibilities outlined in job description, escalating to the Group Company Secretary with strategies to mitigate the risk.
- A qualified Chartered Secretary or Lawyer with company secretarial technical knowledge and experience, ideally working within Financial Services or a fast-paced UK/ HK listed Group of substantial size and complexity.
- Demonstrated excellence in corporate governance administration and advice, including business advisory support, ideally as a Company Secretary or having familiarity with Board and how they operate.
- Strong interpersonal, written and verbal communication skills; with the ability to communicate at all levels and between different cultures.
- Ability to lead and inspire people, whether or not they have a reporting line to the role holder, because success will depend on the ability to influence people of all seniorities across the business
- Team management skills; with ability to lead senior company secretaries from varied countries and cultures.
- Strong leadership and influencing skills including excellent stakeholder management skills.
- A conceptual and analytical thinker.
- Possess the ability to identify and drive opportunities for continuous improvement.
- Excellent attention to detail.
- Ability to prioritise workload and manage deadlines.
- Reliable, self-motivated and proactive.
- Possess a pragmatic and common sense approach.
- Strong IT skills (these should include MS Excel, Word and Powerpoint).
- Ability to understand and anticipate the needs of stakeholders and Direct Reports.
- Proven ability to manage a board of directors, including independent directors and other key intra-Group projects and initiatives.

**Role Specific Competencies**:

- Manage Project
- Manage Conduct
- Manage Risk
- Manage People

**About Standard Chartered**
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