HC-1.8 HC-1.8 Committees of the Board
HC-1.8.1
The board must establish Audit, Remuneration and Nominating Committees described elsewhere in this Module. For
financing company licensees offering limited scope of activities, an Audit Committee is required at minimum.Amended: July 2022
January 2013HC-1.8.2
The board should establish a corporate governance committee of at least three independent members which should be responsible for developing and recommending changes from time to time in the
licensee's corporate governance policy framework.January 2013HC-1.8.3
The board or a committee may invite non-directors to participate in, but not vote at, a committee's meetings so that the committee may gain the benefit of their advice and expertise in financial or other areas.
January 2013HC-1.8.4
Committees must act only within their mandates and therefore the board must not allow any committee to dominate or effectively replace the whole board in its decision-making responsibility.
January 2013HC-1.8.5
Committees may be combined provided that no conflict of interest might arise between the duties of such committees, subject to CBB prior approval.
January 2013HC-1.8.6
Every committee must have a formal written charter similar in form to the model charters which are set forth in Appendices A, B and C of this Module for the Audit, Nominating and Remuneration Committees.
January 2013HC-1.8.7
Where committees are set up, they should keep full minutes of their activities and meet regularly to fulfill their mandates. For larger
licensees that deal with the general public, committees can be a more efficient mechanism to assist the main Board in its monitoring and control of the activities of thelicensee . The establishment of committees should not mean that the role of the Board is diminished, or that the Board becomes fragmented.January 2013
