HC-5 HC-5 Management Structure
HC-5.1 HC-5.1 Principle
HC-5.1.1
The Board should establish a clear and efficient management structure.
May 2011HC-5.2 HC-5.2 Establishment of Management Structure
HC-5.2.1
The Board should appoint
senior management whose authority must include management and operation of current activities of thelicensee , reporting to and under the direction of the Board. Thesenior managers should include at a minimum:(a) ACEO ;(b) A chief financial officer;(c) A corporate secretary; and(d) An internal auditor.and should also include such other
approved persons as the Board considers appropriate and as a minimum must include persons occupyingcontrolled functions as outlined in Paragraph AU-1.2.2.May 2011HC-5.3 HC-5.3 Titles, Authorities, Duties and Reporting Responsibilities
HC-5.3.1
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.May 2011HC-5.3.2
These provisions should include but should not be limited to the following:
(a) TheCEO should have authority to act generally in thelicensee's name, representing thelicensee's interests in concluding transactions on thelicensee's behalf and giving instructions to othersenior managers andlicensee employees;(b) The chief financial officer should be responsible and accountable for:(i) The complete, timely, reliable and accurate preparation of thelicensee's financial statements, in accordance with the accounting standards and policies of thelicensee (see HC-3.2.1); and(ii) Presenting the Board with a balanced and understandable assessment of thelicensee'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 thelicensee's operations. This would include a review of the accuracy and reliability of thelicensee's accounting records and financial reports as well as a review of the adequacy and effectiveness of thelicensee's risk management, control, and governance processes.May 2011HC-5.3.3
The Board should also specify any limits which it wishes to set on the authority of the
CEO or othersenior managers , such as monetary maximums for transactions which they may authorise without separate Board approval.May 2011HC-5.3.4
The corporate secretary should be given general responsibility for reviewing the
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 trainingMay 2011HC-5.3.5
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 theCEO .May 2011