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  • HC-1.1 Responsibilities of the Board

    • HC-1.1.1

      The board of directors (“Board”) of the licensee must:

      (a) Set the “tone at the top” and play a leading role in establishing the licensee’s corporate culture and values, and oversee management’s role in fostering and maintaining a sound corporate and risk culture;
      (b) Ensure that no individual or group of directors dominates the Board’s decision-making and no individual or group has unfettered powers of decision;
      (c) Approve and oversee the development of the licensee’s strategy, business plans and budget, and monitor their implementation;
      (d) Actively engage in the affairs of the licensee, keep up with material changes in the licensee’s business and the external environment and act in a timely manner to protect the long-term interests of the licensee;
      (e) Convene and prepare the agenda for shareholder meetings;
      (f) Approve, and oversee the implementation of, the licensee’s governance framework, risk management framework and all policies, and review the relevant parts of these as well as review key controls in case a new business activity is considered, or in case of material changes to the licensee’s size, complexity, business strategy, markets or regulatory requirements, or the occurrence of a major failure of controls;
      (g) Establish, along with senior management and the chief risk officer, the licensee’s risk appetite, considering the licensee’s strategy, competitive and regulatory landscape, the licensee’s long-term interests, risk exposure and ability to manage risk effectively, and oversee the licensee’s adherence to the risk appetite statement, risk policy and risk limits;
      (h) Ensure that:
      i. Adequate systems, controls, processes and procedures are implemented by senior management in line with the Board approved policies;
      ii. The licensee has adequate processes to ensure full compliance with the requirements of the CBB Law, other relevant laws and the pertinent rulebooks;
      iii. The licensee has a robust finance function responsible for accounting and financial data;
      iv. The risk management, compliance and internal audit functions are properly positioned, staffed and resourced and carry out their responsibilities independently, objectively and effectively; and
      v. Senior management maintains an effective and transparent relationship with the CBB;
      (i) Approve the annual financial statements and, where applicable, the interim financial statements;
      (j) At minimum, approve the selection and oversee the performance of the chief executive officer (CEO), chief financial officer and heads of the risk management, compliance and internal audit functions;
      (k) Actively oversee the remuneration system’s design and operation for approved persons and monitor and review executive compensation and assess whether it is aligned with the licensee’s remuneration policy, risk culture and risk appetite; and
      (l) Consider the legitimate interests of shareholders and other relevant stakeholders in their decision-making process.
      Added: July 2023

    • HC-1.1.2

      The Board may, where appropriate, delegate some of its functions, but not its responsibilities, to the Board committees.

      Added: July 2023

    • HC-1.1.3

      The members of the Board must exercise their fiduciary and other duties of care, candor and loyalty to the licensee in accordance with local laws and regulations.

      Added: July 2023

    • HC-1.1.4

      Each director must:

      (a) Understand the Board’s role and responsibilities pursuant to the CBB Rulebook, the Commercial Companies Law and any other laws or regulations that may govern their responsibilities from time to time;
      (b) Consider themselves as representing all shareholders and must act accordingly; and
      (c) Ensure that they receive adequate and timely information before each meeting and must study it carefully.
      Added: July 2023