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  • HC-10.6 HC-10.6 Management Structure

    • HC-10.6.1

      The Board should establish a clear and efficient management structure.

      January 2011

    • Establishment of Management Structure

      • HC-10.6.2

        The Board should appoint senior management whose authority must include management and operation of current activities of the investment firm licensee, reporting to and under the direction of the Board. The senior managers should include at a minimum:

        (a) A CEO;
        (b) A chief financial officer;
        (c) A corporate secretary; and
        (d) An internal auditor (see AU-1.2)

        and should also include such other approved persons as the Board considers appropriate and as a minimum must include persons occupying controlled functions as outlined in Paragraph AU-1.2.2.

        January 2011

    • Titles, Authorities, Duties and Reporting Responsibilities

      • HC-10.6.3

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

        January 2011

      • HC-10.6.4

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

        (a) The CEO should 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 should 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-10.3.2); 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 should 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 duties should 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.
        January 2011

    • Titles, Authorities, Duties and Reporting Responsibilities

      • HC-10.6.5

        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 authorise without separate Board approval.

        January 2011

      • HC-10.6.6

        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-10.6.7

        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