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  • HC-6.3 HC-6.3 Titles, Authorities, Duties and Reporting Responsibilities

    • HC-6.3.1

      The Board must adopt by-laws prescribing each senior manager's title, authorities, duties and internal reporting responsibilities. This must be done with the advice of the Nominating Committee and in consultation with the CEO, to whom the other senior managers should normally report.

      January 2011

    • HC-6.3.2

      These provisions must include but should not be limited to the following:

      (a) The CEO must have authority to act generally in the insurance licensee's name, representing the insurance licensee's interests in concluding transactions on the insurance licensee's behalf and giving instructions to other senior managers and insurance licensee employees;
      (b) The chief financial officer must be responsible and accountable for:
      (i) The complete, timely, reliable and accurate preparation of the insurance licensee's financial statements, in accordance with the accounting standards and policies of the insurance licensee (see also HC-3.4.1); and
      (ii) Presenting the Board with a balanced and understandable assessment of the insurance licensee's financial situation;
      (c) The corporate secretary's duties must include arranging, recording and following up on the actions, decisions and meetings of the Board and of the shareholders (both at annual and extraordinary meetings) in books to be kept for that purpose; and
      (d) The internal auditor's (see HC-6.5) duties must include providing an independent and objective review of the efficiency of the insurance licensee's operations. This would include a review of the accuracy and reliability of the insurance licensee's accounting records and financial reports as well as a review of the adequacy and effectiveness of the insurance licensee's risk management, control, and governance processes.
      January 2011

    • HC-6.3.3

      The Board should also specify any limits which it wishes to set on the authority of the CEO or other senior managers, such as monetary maximums which they authorise without separate Board approval.

      January 2011

    • HC-6.3.4

      In conjunction with the Board, the Chief Executive Officer/General Manager must maintain a clear mapping of the risks faced by the business and document the organisational and other controls maintained to meet those risks.

      January 2011

    • HC-6.3.5

      In conjunction with the Board, the Chief Executive Officer/General Manager must maintain a clear and appropriate apportionment of significant responsibilities amongst senior management.

      January 2011

    • HC-6.3.6

      The apportionment must be clear as to who has which responsibility, and must permit the business and affairs of the licensee to be adequately monitored and controlled by the Board, the Chief Executive Officer/General Manager, and relevant heads of function.

      January 2011

    • HC-6.3.7

      The apportionment must also ensure appropriate segregation of duties where these are required for effective controls.

      January 2011

    • HC-6.3.8

      The corporate secretary should be given general responsibility for reviewing the insurance licensee's procedures and advising the Board directly on such matters. Whenever practical, the corporate secretary should be a person with legal or similar professional experience and training.

      January 2011

    • HC-6.3.9

      At least annually the Board shall review and concur in a succession plan addressing the policies and principles for selecting a successor to the CEO, both in emergencies and in the normal course of business. The succession plan should include an assessment of the experience, performance, skills and planned career paths for possible successors to the CEO.

      January 2011