HC-6.3 HC-6.3 Titles, Authorities, Duties and Reporting Responsibilities
HC-6.3.1
The board must adopt by-laws prescribing each
senior manager's title, authorities, duties, accountabilities and internal reporting responsibilities. This must be done with the advice of the Nominating Committee and in consultation with theCEO , to whom the other senior managers should normally report.January 2013HC-6.3.2
These provisions must include but should not be limited to the following:
(a) TheCEO must have authority to act generally in thelicensee's name, representing thelicensee's interests in concluding transactions on thelicensee's behalf and giving instructions to other senior managers andlicensee employees;(b) The chief financial officer must 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 also HC-3.4.1); and(ii) Presenting the board with a balanced and understandable assessment of thelicensee'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; and(d) The internal auditor's duties must 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.January 2013HC-6.3.3
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 2013HC-6.3.4
The corporate secretary should be given general responsibility for reviewing the
licensee's procedures and advising the board directly on such matters (see Rule HC-6.3.2(c)). Whenever practical, the corporate secretary should be a person with legal or similar professional experience and training.January 2013HC-6.3.5
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 .January 2013