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

    • HC-6.3.1

      Investment firm licensees must maintain clearly documented and communicated staff responsibilities and reporting lines.

      January 2011

    • HC-6.3.2

      For the purposes of Rule HC-6.3.1, investment firm licensees should maintain and document their delegated authority structure as well as written terms of reference for staff positions.

      January 2011

    • HC-6.3.3

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

      January 2011

    • HC-6.3.4

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

      (a) The CEO must have authority to act generally in the investment firm licensee's name, representing the investment firm licensee's interests in concluding transactions on the investment firm licensee's behalf and giving instructions to other senior managers and investment firm licensee employees;
      (b) The chief financial officer must be responsible and accountable for:
      (i) The complete, timely, reliable and accurate preparation of the investment firm licensee's financial statements, in accordance with the accounting standards and policies of the investment firm licensee (see HC-3.4.1); and
      (ii) Presenting the Board with a balanced and understandable assessment of the investment firm 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;
      (d) The internal auditor's (see HC-6.4) duties must include providing an independent and objective review of the efficiency of the investment firm licensee's operations. This would include a review of the accuracy and reliability of the investment firm licensee's accounting records and financial reports as well as a review of the adequacy and effectiveness of the investment firm licensee's risk management, control, and governance processes; and
      (e) The compliance officer's (see HC-6.5) duties include maintaining effective systems and controls for compliance with applicable requirements in the Kingdom's legislation and those set by the CBB, and those established under any other statute or regulator to which they are subject.
      Amended: April 2011
      January 2011

    • HC-6.3.5

      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 for transactions which they may authorize without separate Board approval.

      January 2011

    • HC-6.3.6

      The corporate secretary should be given general responsibility for reviewing the investment firm 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-6.3.7

      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