• HC-6 HC-6 Management Structure

    • HC-6.1 HC-6.1 Principle

      • HC-6.1.1

        The board must establish a clear and efficient management structure.

        January 2014

    • HC-6.2 HC-6.2 Establishment of Management Structure

      • HC-6.2.1

        The board must appoint senior management whose authority must include management and operation of current activities of the licensee, reporting to and under the direction of the board. The senior management must include at a minimum:

        (a) A CEO;
        (b) A CFO;
        (c) A corporate secretary; and
        (d) An internal auditor,

        and must also include such other approved persons as the board considers appropriate.

        January 2014

    • HC-6.3 HC-6.3 Titles, Authorities, Duties and Reporting Responsibilities

      • HC-6.3.1

        The board must adopt by-laws and issue formal letters of appointment prescribing each senior manager's title, authorities, duties, accountabilities and internal reporting responsibilities. This must be done in consultation with the CEO, to whom the other senior managers should normally report.

        January 2014

      • HC-6.3.2

        These provisions must include but should not be limited to the following:

        (a) The CEO must have authority to act generally in the licensee's name, representing the licensee's interests in concluding transactions on the licensee's behalf and giving instructions to other senior managers and licensee employees;
        (b) The CFO must be responsible and accountable for:
        (i) The complete, timely, reliable and accurate preparation of the licensee's financial statements, in accordance with the accounting standards and policies of the licensee (see also Paragraph HC-3.4.1); and
        (ii) Presenting the board with a balanced and understandable assessment of the licensee'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 the licensee's operations. This would include a review of the accuracy and reliability of the licensee's accounting records and financial reports as well as a review of the adequacy and effectiveness of the licensee's risk management, control, and governance processes.
        January 2014

      • HC-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 2014

      • HC-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 2014

      • HC-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 the CEO.

        January 2014

    • HC-6.4 HC-6.4 Compliance

      • HC-6.4.1

        The CBB expects licensees to carry out a review of their compliance with the principles in this Module on a regular basis (either by way of a self-assessment or by way of a review by the internal audit function).

        January 2014