Company Secretary

as additionally defined by the Companies Act of Nepal.

Strategy • Act as the responsible person to provide support to the Board of Directors and advise the Chair and CEO on corporate governance matters • Build and maintain excellent trusted relationships with the key stakeholders outlined below (and with other stakeholders) • Develop thought leadership capability – as demonstrated by visibility within the country, the region, and externally (in the industry) as a senior point of contact in the region Business • Convene meetings of the Board of Directors and the General Meetings of shareholders, • Prepare and send the agenda of meetings to the concerned Directors or the shareholders, • Prepare and maintain the records of, authenticate and take charge of, the decisions of the meeting of the board of directors or the general meeting. • Implement and make arrangement for implementation of the decisions taken by the Board of Directors and the general meeting. • Implement and make arrangement for implementation of the directives issued by the Company Registrar’s Office or the concerned bodies. • Submit returns, documents, decisions, etc as required to be submitted by the company to the Company Registrar’s Office or any other body pursuant to the Companies Act or the prevailing law within the specified period. • Coordinate and conduct the Annual General Meeting (AGM) of Shareholders. • Prepare / modify Memorandum / Articles of Association • Effectively manage Operation Department Processes • Responsible for the operational efficiency and effectiveness of the Corporate Secretariate function • Contribute to and execute organisational design strategies consistently with the Target Operating Model • Ensure function follows their desk operating instructions • Ensure the accurate maintenance of Mandatory Information in Blueprint • Provide annual assurance against the

set out in the subsidiary Governance Standard through the Company Secretary Checklist confirmation process • Ensure that all newly appointed Directors undertake an induction programme upon their appointment in compliance with the Subsidiary Governance Standard and local regulations. • Ensure that the Board (and each Director) has a programme of ongoing training and development. • Ensure compliance with relevant internal policies, and external laws and regulations. People & Talent • Lead by example and cultivate the appropriate culture and values, fostering a high level of team engagement. • Provide leadership, management, and coaching to direct reports to ensure they remain highly engaged and perform to their full potential. • Ensure ongoing training and development opportunities for team members, confirming that individuals in all critical functions possess the necessary skills and qualifications for their roles and have effective supervision to mitigate any risks. • Recruit, engage, and retain high-quality personnel, with succession planning for critical positions. • Oversee the review of team structure and capacity plans. • Establish and monitor job descriptions and objectives for direct reports, providing feedback and rewards aligned with their performance relative to those responsibilities and objectives. • Promote best practices and share lessons learned across teams, particularly regarding legal risk management. Risk Management • Responsible for identifying, assessing, monitoring, controlling and mitigating risks pertaining to Group Company Secretriate (GCS) • Act as Process Owner for any Group or Country processes owned by GCS where such processes are executed by the team.

Be responsible for the management of such processes in line with the Group’s process universe as set out in the Group Enterprise Risk Management Framework • Act as Subject Matter Expert for Governance – Corporate Governance and Authorities, and Exchange Listing Rules risks arising in country, under Group Corporate Secretariat (GCS) • Awareness and understanding of the main risks facing the country and to the function put in place appropriate controls and measures in managing them. Governance • Ensure the Country adopts the risk frameworks and relevant policies and standards of the Group. • Ensure adherence to the Enterprise Risk Management Framework, Group Code of Conduct and relevant Policies, Procedures and Guidelines • Ensure that accurate and clearly articulated papers are prepared for the Board of Directors. • Responsible for delivering effective governance, capability to challenge fellow executives effectively, and willingness to work with any local regulators in an open and co-operative manner. • Awareness and understanding of the regulatory framework, in which the Group operates, and the regulatory requirements and expectations relevant to the role. • Cost Centre management and analysis. • Compliance of Code of Conduct of the Company Secretary. • Play a key role in ensuring good corporate governance. Regulatory & Business Conduct • Demonstrate exemplary conduct and adhere to 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 involves understanding and ensuring compliance, in both letter and spirit, with all applicable laws, regulations, guidelines, and the Group Code of Conduct. • Effectively and collaboratively identify, escalate, mitigate, and resolve risk, conduct, and compliance matters. • Exercise authorities delegated by the Board of Directors and act in accordance with the Articles of Association