OFFRE D’EMPLOI N° 015/SB-RDC/KIN/2019

Standard Bank RDC offre une gamme variée de produits et services par le truchement de ses diverses branches à travers la RDC via un réseau des intermédiaires (banques correspondantes). Nous avons développé une expertise dans la prestation des services liés aux besoins des entreprises minières, multinationales, Nations-Unies et autres organisations internationales opérant en République Démocratique du Congo.
Nos équipes allient leur connaissance approfondie sur les conditions et déterminants du marché en RDC à l’expertise du Groupe Standard Bank opérant dans les marchés émergeants aux fins de développement des solutions sur mesure répondant aux besoins de la clientèle.

External administrators or other SBOG employees deal with the company secretarial responsibilities of certain SBOG subsidiaries.

To oversee the Company’s Governance department and be responsible for ensuring the compliance of the organization in relation to financial and legal practices, as well as issues of corporate governance.

The continuum of advise he offers on the various activities undertaken by the Company, is crucial to the smooth execution of the specialized and intricate transactions handled by the Stanbic IBTC Group.

To act as a point of communication between the board of directors and company shareholders, reporting in a timely and accurate manner on companyprocedures and developments.

To manage the company secretariat and ensure compliance with Bank’s rule and regulation and prevent reputational risk among the Bank’s stakeholders

• Schedule board, board committee and management committee meetings, agree agendas with chairmen, CEO and others and collate and distribute board, board committee and management committee papers
• Attend board, board committee and management committee meetings
• Produce accurate and succinct minutes of all meetings attended, within agreed service levels
• Guide the chairmen, CEO, boards and committees on discharging their duties and responsibilities
• Support chairmen, CEO and others in ensuring boards and committees function efficiently and effectively, including good high-quality information flows
• Advise the boards and committees through the chairmen on all governance matters
• Ensure board and committee procedures are complied with in terms of their mandate
• Maintain a corporate calendar

• Organize Annual General Meetings of shareholders, unless dispensed with.
• Preparation of minutes approving AFS.
• Draft resolutions when necessary.
• Arrange confirmations of directors’ interests and CPD attestations annually by circular.
• Maintain legal entity structure chart and confirm this with the Group for SARB.
• Maintain key administration information for SARB.
• Monitor compliance to and changes in relevant legislation and the regulatory environment and take action accordingly.
• Review the Company’s Articles of Association and propose changes were necessary

• Custodian of SBOG corporate governance framework and manage periodic reviews.
• Draft and maintain mandates (annual review) for the boards, board committees and management committees in conjunction with the CEOs and board/committee chairmen.
• Ensure SBOG’s corporate governance structures, processes and documentation are followed.
• Ensure compliance with regulatory and Group corporate governance requirements.
• Work with the Group Governance team to improve governance standards and processes across the group
• Maintain authorised signatory lists.
• Oversee policy governance.
• Maintain departmental procedures manual.
• Keep abreast of relevant changes in governance best practice.
• Ensure director’s letters of appointment and induction packages are available and review the same on an ad-hoc basis
• Ensure that an annual self-evaluation of directors and the board/committees are undertaken
• Co-ordinate training for executive and non-executive directors on their duties and responsibilities as well as relevant governance and business matters

• Provide appropriate on-the-ground oversight, support and guidance on company secretarial and governance matters for stakeholders.
• Promote good relations with all stakeholders (including clients, colleagues, directors, suppliers, regulators and the Group).
• Ensure internal clients / colleagues are effectively serviced.
• Develop visibility of the company secretarial function’s activities throughout SBOG.
• Maintain an informative company secretarial intranet site.
• Maintain the statutory information of the SBOG legal entities on the SBG online statutory database (Blueprint Oneworld)
• Act as point of contact for the non-executive directors.
• Establish and maintain a detailed procedure for the appointment of directors and complete specified tasks throughout the appointment process.
• Complete periodic reviews of fees payable to non-executive directors.

• Lead the SBOG company secretarial function, striving for continuous improvement.
• Inspire and develop team members.
• Encourage appropriate education and training of team members.
• Empower, engage and motivate team members, holding them accountable for delivering first-rate work.
• Create a challenging and rewarding work environment for team members.

• The company secretary has the responsibility to:
• Perform the induction of new or inexperienced directors;
• Assist the chairperson and chief executive officer / managing director in determining the annual board plan and the administration of other issues of a strategic nature at board level; and
• Provide a central source of guidance and advice to the board on matters of ethics and good governance by inter alia providing topical articles of interest to the board, etc.
• Provide the board as a whole and directors individually with detailed guidance as to how their responsibilities should be properly discharged in the best interest of the company;
• Make the directors aware of all laws and legislation relevant to, or affecting the company;
• Monitor changes in directors’ fees annually and provide a report and recommendations, supported by a survey of fees payable paid by local financial institutions, to the Board Remunerations Committee as well as Group Governance Office Governance team;
• Ensure that board and individual board member self-assessments are undertaken annually 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 and all board committees function in terms of their mandates. The mandates are to be reviewed, and adopted, on an annual basis.
• Maintaining statutory books, including registers of members, directors and secretaries;
• Dealing with correspondence, collating information and writing reports, ensuring decisions made are communicated to the relevant company stakeholders;
• Monitoring changes in relevant legislation and the regulatory environment, and taking appropriate action;
• Liaising with external regulators and advisers, such as lawyers and auditors;
• Maintaining the register of shareholders and monitoring changes in share ownership of the company;
• Taking a role in share issues, mergers and takeovers.
• Overseeing public relations issues.
• Adoption of the Standard Bank Group Subsidiary Governance Framework and Principles and need for regular engagement with the Group Governance office

• Ensure that the procedure for the appointment of directors is carried out according to legal provisions;
• Provide the definition of “Material Malfunction” to the Board Audit Committee for recommendation to the board and preparation of Regulation 39(4) documentation;
• Oversee the preparation of Section 52 applications to South Africa Registrar of Banks to further ensure compliance of the conditions of sanction of existing companies in particular the presentation to the authorities of annual financial statements; and
• To record all special resolutions passed by the Bank for Group Secretarial Services where required.
• Developing and overseeing the systems that ensure the company complies with all applicable codes, as well as its legal and statutory requirements

• Organizing and Prepare agendas for board, board committee and shareholder meetings;
• Report at any shareholders directors meetings on any failure to comply with any law or legislation;
• Contributing to meeting discussions, as and when required, and advising members of the governance implications of proposed policies;
• Ensuring that meetings of shareholders, directors and any committees of the directors are properly recorded and that copies of the minutes are forwarded to the required regulatory authority including Group Governance Office;
• Raise matters that may warrant the attention of the board

• Liaising with the company’s holding, Stanbic Africa Holdings Limited through Group Governance Office for proxies for Annual General Meetings and Extraordinary General Meetings where necessary

• On a regular basis, but at least once every two years, review all company Memorandum and Articles of Association and submit approved changes to the AGM / EGM for adoption. Ensure that local regulatory requirements are adhered to;
• Monitor dividend declarations and track payments;
• Ensure all corporate governance related mandates and policies are in place, updated regularly and reviewed annually;
• Maintain and update a database of company details and directors’ information;
• Ensure that all letterheads display correct information e.g. registered office, company registration number, names and nationalities of directors, etc

• For a public company, certify and lodge its Annual Report with the Registrar of Companies, together with all returns as are required of a public company in terms of the Companies and Allied Matters Act (“CAMA”) and that all such returns are true, correct and up to date;
• Ensure that the board has agreed the text of the Directors’ Report and the inclusion of information on risk management, corporate governance and social investment issues in the bank’s annual report; and
• Ensure that a copy of the bank’s annual report and subsidiary annual financial statements is sent to every person who is entitled to them in terms of the CAMA

• Facilitate the creation of 1-2 years operational plans for the business unit functions by coordinating the inputs from different areas checking the validity of the plans against strategic objectives.
• Coordinate the planning of the annual operational budgets together with Finance. Provide a high-level insight to Finance on the operational priorities of the business area.
• Engage with data teams to obtain business intelligence and management information that would be needed for the business area. Ensure that the reports are prepared at the required frequency and distributed to decision makers.
• Review change impact assessments that are provided by Project Management Offices. Incorporate changes into operational plans for the business area. Provide input to the leadership of the area in terms of changes that could have an adverse impact and provide supporting information to allow them to renegotiate the timing and deliverables

• Ensure that Finance provides monthly management accounts to all the mandate holders in the business area.
• Monitor benefits realisation of in-flight projects as well as projects that have moved into business area as usual state.
• Provide input into the planning of audits and assurance reviews by providing an overall view of the state of the business area. Ensure that audit plans fit in to operational calendars and pressures in the business unit.
• Ensure that the business area has a robust business continuity management plan. Enlist the support of internal specialist teams to improve the plans. Participate in planning business continuity tests

• Participate in the development of business cases for the area for changes in organisation structure, processes or technology use by obtaining support from change, technology and finance teams.
• Monitor the access to secured folders and data storage tools and ensure that user profiles are updated frequently

• Participate in the negotiation of internal service level agreements with other business areas that are dependent on the delivery of the supported business area. Ensure that where formal agreements are needed, they are documented, signed off and properly stored.
• Monitor space utilised by the business area and reconcile charge-backs received from Group Real Estate on at least a quarterly basis. Work with them to resolve discrepancies.
• Resolve escalated complaints from members of the teams around building maintenance, logistics, facilities and supporting services.
• Ensure that administrative support for the logging of Team Track/technology requests as well as building management issues is provided to the business area.
• Provide secretarial services to the key decision-making committees in the business area. Ensure that there is appropriate governance and record keeping around terms of reference of the committees, agendas, attendance and decisions taken
• Enlist the support of business process management teams to create and update all key processes in the area. Ensure that the processes are signed off by line process owners and made available to employees who execute steps in the processes.
• Maintain a process review calendar to ensure that all key processes are reviewed for completeness and accuracy at least once a year.
• Ensure that the services of communications teams in the bank are contracted. Communicate the process and service expectations from the communications team to the business area. Facilitate engagement with the communications team on request

• Develop a high performing team by embedding the bank’s performance process, regular performance feedback and coaching. Address poor performance.
• Motivate team members and ensure that they receive recognition for work well done.
• Determine development needs of the team and ensure that development opportunities (training, rotation, on-the-job learning) are budgeted for and executed.
• Maintain a succession plan for the team by reviewing the skills of the team at least twice a year and have career conversations with them.
• Interview and recruit new members of the team, including determining the appropriate salary with input from the Human Capital Business Partner.
• Create workforce plans for the area to ensure that current and future business requirements can be met. Such plans should be revisited at least twice a year.
• Use workforce plans to obtain headcount approvals on an annual basis and as input into the financial budgeting cycles.
• Create quarterly leave plans to ensure adequate coverage. Approve leave requests and leave sale requests.
• Monitor overtime on a monthly basis. Analyse reasons for overtime and create actions to address the issues.
• When required, initiate disciplinary processes for team members. Resolve grievance raised by team members, escalating only if unresolved.

Must have previously been called to the Congolese Bar and must possess a minimum of 15 years post-graduation experience, out of which at least 10 must have been in the banking industry, and at least 3 years on senior manager or equivalent position

Description or examples:Ability to advise on the best Governance approach to execute Corporate Strategy.

Business area:Management Committee
Job:Partner with EXCO to ensure good corporate governance with regulations, circulars and guidelines issued by The Nigerian Stock Exchange and the Securities and Exchange Commission and other relevant Regulators and with the Company’s Internal policies
Nature of relationship: Influence their service delivery
Sphere of influence: Impact the whole functional area
Description or examples:Ensuring good corporate governance in line with the provisions of the law and Regulatory laws

Business area:Board Committee
Job:Coordinate & facilitate and provide to Board committees and members
Nature of relationship: Contribute to their service delivery
Sphere of influence: Impact the whole functional area
Description or examples:Ensuring good governance in line with the provisions of the law and Regulatory laws.

Role type of external contact:Regulators
Nature of relationship: Influence their decision making
Description or examples:Participate in various stakeholder engagements with a view to improving on existing regulations as well as Issuing new Regulations to address lacunas

Role type of external contact:Shareholders
Nature of relationship: Manage the relationship
Description or examples:Ensure proper and adequate communication with Shareholders and providing them with the appropriate forum such as at Annual general Meetings; Extra ordinary General Meetings and other Governance related meeting, whereby they can express themselves freely

Role type of external contact:Registrars
Nature of relationship: Manage the relationship
Description or examples:Ensure that the Shareholder Register is well maintained and that Dividend payouts are properly accounted for and paid as and when due

Role type of external contact:External Solicitors
Nature of relationship: Manage the relationship
Description or examples:Engage External Solicitors as and when required to ensure that all Statutory Returns are prepared and filed as and when due

Degree of original thought required to solve problems:

Variable – Differing situations within boundaries of experience

Description or examples:Identifies and recommends appropriate workarounds to potential problems faced

Description or examples:Must have a calendar for General Meetings, Board/Board Committee Meetings and prepare/plan ahead for these meetings; Calendar for Annual Statutory returns should be in place to guide Daily to weekly Planning as required

Description or examples:Defined rules and procedures on governance; Ensuring general Compliance with Legal and Regulatory requirements; Ability to use discretion and sound judgment in applying expertise to complex matters

Seuls les candidats de nationalité congolaise remplissant les critères susmentionnés seront considérés pour la suite du processus.

La date de clôture pour la réception des candidatures est fixée au vendredi 08 novembre 2019 à 17h00’.

La Direction des Ressources Humaines