HC-1.9 HC-1.9 Committees of the Board
HC-1.9.1
For
insurance firms , the Board must create specialised committees when and as such committees are needed. In addition to the Audit, Remuneration and Nominating Committees described elsewhere in this Module, these may include an Executive Committee to review and make recommendations to the whole Board on theinsurance firm's actions, or a Risk Committee to identify and minimize specific risks of theinsurance licensee's business.January 2011HC-1.9.2
Insurance brokers should consider the Rules in this Section as guidance.January 2011HC-1.9.3
For
insurance firms , the Board should establish a corporate governance committee of at least three independent members which should be responsible for developing and recommending changes from time to time in theinsurance licensee's corporate governance policy framework.Amended: January 2012
January 2011HC-1.9.4
The Board or a committee may invite non-directors to participate in, but not vote at committee meetings so that the committee may gain the benefit of their advice and expertise in financial or other areas.
January 2011HC-1.9.5
Board Committees must have:
(a) Written terms of reference, which are reviewed annually;(b) Adequate records of their meetings, such that key decisions and how they are arrived at can be traced; and(c) Appropriate membership, which addresses potential conflicts of interest.January 2011HC-1.9.6
Committees must act only within their mandates and therefore the Board must not allow any committee to dominate or effectively replace the whole Board in its decision-making responsibility.
January 2011HC-1.9.7
Committees may be combined provided that no conflict of interest might arise between the duties of such committees, subject to CBB prior approval.
January 2011HC-1.9.8
Every committee should have a formal written charter similar in form to the model charters which are set forth in Appendices A, B and C of this Module for the Audit, Nominating and Remuneration Committees.
January 2011
