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  • Board Role and Responsibilities

    • C4-2.1.2

      All directors should understand the Board’s role and responsibilities under the Commercial Companies Law and any other laws or regulations that may govern their responsibilities from time to time. In particular:

      (a) The Board’s role as distinct from the role of the shareholders (who elect the Board and whose interests the Board serves) and the role of officers (whom the Board appoints and oversees); and
      (b) The Board’s fiduciary duties of care and loyalty to the category 4 investment firm and the shareholders.
      Added: January 2022

    • C4-2.1.3

      The Board’s role and responsibilities include but are not limited to:

      (a) The overall business performance and strategy for the category 4 investment firm;
      (b) Causing financial statements to be prepared which accurately disclose the category 4 investment firm’s financial position;
      (c) Monitoring management performance;
      (d) Convening and preparing the agenda for shareholder meetings;
      (e) Monitoring conflicts of interest and preventing abusive related party transactions; and
      (e) Assuring equitable treatment of shareholders including minority shareholders.
      Added: January 2022

    • C4-2.1.4

      The directors are responsible both individually and collectively for performing these responsibilities. Although the Board may delegate certain functions to committees or management, it may not delegate its ultimate responsibility to ensure that an adequate, effective, comprehensive and transparent corporate governance framework is in place.

      Added: January 2022

    • C4-2.1.5

      The category 4 investment firm should have a written appointment agreement with each director which recites the directors’ powers and duties and other matters relating to his appointment including his term, the time commitment envisaged, the committee assignment if any, his remuneration and expense reimbursement entitlement, and his access to independent professional advice when that is needed.

      Added: January 2022

    • C4-2.1.6

      The Board should adopt a formal Board charter or other statement specifying matters which are reserved to it, which should include but need not be limited to the specific requirements and responsibilities of directors.

      Added: January 2022