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  • HC-8.6 HC-8.6 Management Structure

    • HC-8.6.1

      The Board of the licensee should establish a clear and efficient management structure.

      October 2019

    • Establishment of Management Structure

      • HC-8.6.2

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

        (a) A CEO/General Manager;
        (b) A chief financial officer and/or Financial Controller;
        (c) Compliance Officer/MLRO

        and should also include such other approved persons as the Board considers appropriate and as a minimum should include persons occupying controlled functions as outlined in Paragraph AU-1.2.2.

        October 2019

      • HC-8.6.3

        For purposes of HC-8.6.2 (c) given the nature, scale and complexity of its business, licensees may appoint a part-time or a seconded corporate secretary.

        October 2019

    • Titles, Authorities, Duties and Reporting Responsibilities

      • HC-8.6.4

        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 the CEO, to whom the other senior managers should normally report.

        October 2019

      • HC-8.6.5

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

        (a) The CEO should have authority to act generally in the licensee's name, representing its interests in concluding transactions on its behalf and giving instructions to other senior managers and employees;
        (b) The chief financial officer should 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 board approved policies; and
        (ii) Presenting the Board with a balanced and understandable assessment of the licensee'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 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 risk management, control, and governance processes.
        October 2019

    • Titles, Authorities, Duties and Reporting Responsibilities

      • HC-8.6.6

        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.

        October 2019

      • HC-8.6.7

        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 training.

        October 2019

      • HC-8.6.8

        At least annually, the Board should 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.

        October 2019