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 theCEO , to whom the othersenior managers should normally report.January 2011HC-10.6.4
These provisions should include but should not be limited to the following:
(a) TheCEO should have authority to act generally in theinvestment firm licensee's name, representing theinvestment firm licensee's interests in concluding transactions on theinvestment firm licensee's behalf and giving instructions to othersenior managers andinvestment firm licensee employees;(b) The chief financial officer should be responsible and accountable for:(i) The complete, timely, reliable and accurate preparation of theinvestment firm licensee's financial statements, in accordance with the accounting standards and policies of theinvestment firm licensee (see HC-10.3.2); and(ii) Presenting the Board with a balanced and understandable assessment of theinvestment 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 theinvestment firm licensee's operations. This would include a review of the accuracy and reliability of theinvestment firm licensee's accounting records and financial reports as well as a review of the adequacy and effectiveness of theinvestment firm licensee's risk management, control, and governance processes.January 2011