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Vacancy Announcement

First Published Date.2 0Tgt\St 1A

RBB Merchant Banking Limited, Central Office, Singhadurbar Plaza, Kathmandu, Request for expression ofinterest for: CHIEF EXECUTIVE OFFICER (CEO), toRBB Merchant Banking'Ltd., a newty estabtishedcompany under the Company Act, 2063 and Securities Act, 2063, where the main promoter is RastriyaBanijya Bank Ltd.

The Company intends_to, and is in the process of selecting a highly qualified and competent professional inthe-capacity of Chief Executive Officer (CEO). ln this context, tnl iompany invites an expression of lnterest(EOl) from qualified Nepalese citizen.

REQUIREMENTS:1' Must have at least post-graduate (Master's) degree in Economics or Management, or Statistics or

Accountancy from recognized univ'ersity oi prdtessional degree of a cA/ IccR, cpA,cFA from- recog_nized institution with graduation from recognized university.2- The CEo must have at least two years of workLxperience as bro of a Merchant banking company or

Minimum of five years of .w.ofi!.g experience at least as a senior manager in wteiciant oanftrgcompany or bank or financial institutions or similar fiduciary Financial lnstitu-tion or any foreign bank"iFinancial institutions

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fg9;f'lpt exceeding 55 years at the tast day of submission of application.SAI-ARY: Negotiable, however the interested candidates musisubmit his/her expected remuneration inthe proposal.The tenure of CEO will be four years.Prospective candidates may download the Terms of Reference (ToR) from the www.rbb.com.np.Eligible and interested candidates will need to submit proposal with all requireJ documents andinformation.

Rastriya Banijya LtdiO ofBank

RBB Merchant Banking Ltd. reserues the right to accept or reject any Eot whatsoever without assigning any'N'x *+Y

Terms of ReferenceFor

The Chief Eiecutive Officer (CEO) of RBB Merchant banking Limited

RBB Merchant Banking Limited, a newly established company under the Company Act, 2063 andSecurities Act, 2063, where the main promoter is Rastriya Banijya Bank Ltd.

The Company is committed to the functions related to issue and sales management of securitiesincluding drafting of prospectus, offer documents and other related documents, to do Undenruriting

by entering into agreement with body corporate and undeftake to purchase the unsubscribedportion of securities offered by body corporate, to Provide share registration related services suchas maintaining register of ownership of securities and execute name transfer on behalf of thebody corporate, and Provide portfqlio management services to the clients by entering into anagreement.

Company has established an authorized capital of Rs. 140 million and a paid up capital of Rs. 100million. The Company intends to, and is in the process of selecting a highly qualified andcompetent professional to lead the company in the capacity of Chief Executive Offiger (CEO).

The Chief Executive Officer is the senior management officer of the Company. S/he serves as theleader and maintains an effective and cohesive senior management team for the Company; leadsthe Company in achieving its goal; is the main spokesperson for the Company; and bears thechief responsibility in ensuring the Company meets its shoftterm operational and longtermstrategic goals. S/he works with and is accountable to the BoD.

Functions, Duties and Responsibilities of the CBO

The functions, duties and responsibilities of the CEO are as follows.

1. Establish control and oversight of the institution for the sound Merchant banking practicesbased on the standard securities laws, rules, regulations and directions of the SecuritiesBoard Nepal and other related laws of the nation.

2" Review the financial and operational conditions of the Company, maintain profitableoperation and recommend viable alternatives for cost effective operations.

3. Prepare a Management Plan that establishes goals and objectives for the management ofthe institution and also prepare Key Performance lndicators based on the plan.

4. Ensure that the institution is operated in a safe and sound manner as guided by SecuritiesBusinessperson (Merchant Banker) Regulations, 2008, Company Act, 2063. The Companyoperation is expected to yield operating profit; high growths, eliminates fraudulent activitiesand avoid unnecessary influences.

5. be responsible for delivery of the overall results of the Company and to ensure theattainment of its objectives.

Duration of Assignment

CEO will be appointed for a maximum period of four years. BOD of the Company will monitorperformance of CEO every six months and will ive feedback to improve performance. Evaluation

of performance will be done annually based on the progresses and the targets achieved Based onthe performance of the last one year, incentive for the next year will be fixed.

ln the event of BOD being convinced that the performance of CEO during a period of time is notsatisfactory and he/she has failed to achieve the agreed performance targets, he/she will berelease from the duty at any time as per the terms of performance contract. This decision will bebased on the objective evaluation of CEO's performance. CEO will be given an opportunity todefend him/her.

Eligibility Requirements

I. Academic Attainments

Must have at least post-graduate (Master's) degree in Economics or Management, or Statistics orAccountancy from recogn,ized university or professional degree of a CA/ ACCA, CFn,Cfn from recognizedinstitution with graduation from recognized university.

II. Executive Experience

The CEO must have at least two years of work experience as CEO of a Merchant bankingcompany or Minimum of five years of working experience at least as a senior manager inIVlerchant banking company or bank or financial institutions or similar fiduciary Financial lnstitutionor any foreign bank/ Financial institutions

lll. Age Limit

The CEO must have not exceeding 55 years at the last day of submission of apptication.

IV. Other Requirements

1. No affiliation with any political parties (a self declaration note is needed)2' Comprehensive knowledge about [\4erchant Banking sector with knowhow in other investment

sector3. Recognition for high professional value and integrity4. A good track record of past performance in leadership rote5. No conflict of interests with the Company (a self declaration note is needed)6. Not having been convicted by the court on any criminal charge and not blacklisted by any bank

and Financial lnstitution in the past.

J Must not be disqualified by the prevailing laws, rules and regulations of the country.8. Not having been charged/penalized by the Regulatory body (e.g. NRB, SEBON, EitvA SAMATT

etc).9. Must be Nepalese citizen.

Reporting and Deliverables 0

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CEO must submit its report to BOD about the details of the activities regarding issue and salesmanagement of securities, portfolio management services to the clients, share registration relatedservices, mutual fund operation, achievements and financial position carried out. CEO shallprepare and submit following reports.

CEO Monthly Business Reports - The CEO Business report shall be prepared on monthlybasis, covering the following ,and submitted to the BOD in each Board Meeting. Howeversuch report shall not be prepared for the period covering less than 1 month.- Capital Market scenario of the country and its growth over the period- Business performance- Merchant banking activity and risk associated with its operation- Human Resources Management- Legal and Compliance- Corporate Affairs (Public Relation)

Trimester Progress Reports - The trimester progress reports shall be submitted in theBOD meeting held immediately after completion of each trimester.Half yearly Progress Report: The half yearly progress report shall be a comprehensive

report of budget vs" actual performance and shall be submitted in the board meeting heldimmediately after the half year end.Yearly Progress Reports - The yearly progress report shall be submitted within one monthof finishing each year to board. These trimester, half yearly and yearly reports shall cover,but not limited to, the following:

o All the functions related to issue and sales management of securities includingdrafting of prospectus, offer documents and other related documents,

o Undenruriting by entering into agreement with body corporate and undertake topurchase the unsubscribed portion of securities offered by body corporate,

o Provide share registration related services such as maintaining register ofownership of securities and execute name transfer on behalf of the body corporate,

o Provide portfolio management services to the clients by entering into anagreement.

o Financial position of the Company,o Sector wise Business scenario,o Activities related to Institutional efficiency,o Planned targets and achievements in each activity,

Remuneration and Facilities:

Prospective candidates must subrnit his/her expected remuneration in the proposal, theremuneration package, including facilities, to CEO for his/her services shall be as mentioned inthe contract made after negotiation. However, the incentive of the CEO will be based on theannual performance evaluation made by the BOD. The performance of the CEO will be donebased on the progress6s and the targets achieved. No additional facilities other than specificallystated in the contract shall be provided.

CEO, once employed by the Company under such contract, will not be allowed to work outside forhis personal benefit. CEO can enjoy leave not more than 24 days, in a year, except publicholidays. Deductions will be made for the days absent beyonddhe agreed limit.

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Selection Procedure

The selection procedures will be as follows:o The BOD shall be responsible for planning and executing the procedures for the selection

of the CEO of the Company.

o Prospective candidates may download the Terms of Reference (ToR) from thewww.rbb.com.np.

o Eligible and interested candidates will need to submit proposalwith all required documentsand information. Proposal should be enclosed in a sealed envelop.o The weights for evaluation of Bio-data and proposal of the candidates is given as T0o/owhere

a. Bio-data: 30% andb. Proposal. TOo/o

o fhe three candidates (depending on the number of applicants) will be short-listed onabove mention basis and invited for presentation of their proposal'in piesence of BOD anda panel of experts with interview.

o Presentation will include the slide based power point presentation based on submittedproposal and question-answer session as well.

oo The weights for the presentation and interview of the candidates is given below 30%

wherea. Presentation: 60% andb. lnterview: 40o/o

o Based on the evaluation of the proposal, presentation and interview, one top ratedcandidate and the other alternative candidate will be selected, toi ttre remunerationnegotiation starts with one top rated candidate if he/she deny job off"1" , then alternativecandidate will invite for negotiation.

rnce contractlyi[be qigned by the candidate and the

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