HC-1.8 HC-1.8 Committees of the Board
HC-1.8.1
The board must create specialised committees when and as such committees are needed.
January 2014HC-1.8.2
In addition to the audit, remuneration and nominating committees described elsewhere in this Module, specialised committees may include an executive committee to review and make recommendations to the whole board on the
licensee's actions, or a risk committee to identify and minimize specific risks of thelicensee's business.January 2014HC-1.8.3
The board shall establish a corporate governance committee of at least three independent members which shall be responsible for developing and recommending changes from time to time in the
licensee's corporate governance policy framework.January 2014HC-1.8.4
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 2014HC-1.8.5
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 2014HC-1.8.6
Committees may be combined provided that no conflict of interest might arise between the duties of such committees, subject to CBB prior approval.
January 2014HC-1.8.7
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 2014HC-1.8.8
Where committees are set up, they must keep full minutes of their activities and meet regularly to fulfill their mandates.
January 2014
