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  • Role and Responsibilities

    • HC-10.1.3

      All directors should understand the board's role and responsibilities under the Commercial Companies Law and any other laws or regulations that may govern their responsibilities from time-to-time.

      (a) The board's role as distinct from the role of the shareholders (who elect the board and whose interests the board serves) and the role of officers (whom the board appoints and oversees); and
      (b) The board's fiduciary duties of care and loyalty to the CMSP and the shareholders (see HC-10.2).
      July 2011

    • HC-10.1.4

      The board's role and responsibilities include but are not limited to:

      (a) The overall business performance and strategy for the CMSP;
      (b) Causing financial statements to be prepared which accurately disclose the CMSP's financial position;
      (c) Monitoring management performance;
      (d) Convening and preparing the agenda for shareholder meetings;
      (e) Monitoring conflicts of interest and preventing abusive related party transactions; and
      (f) Assuring equitable treatment of shareholders including minority shareholders.
      July 2011

    • HC-10.1.5

      The directors are responsible both individually and collectively for performing these responsibilities. Although the board may delegate certain functions to committees or management, it may not delegate its ultimate responsibility to ensure that an adequate, effective, comprehensive and transparent corporate governance framework is in place.

      July 2011

    • HC-10.1.6

      When a new director is inducted, the chairman of the board, assisted by company legal counsel or compliance officer, should review the board's role and duties with that person, particularly covering legal and regulatory requirements and Module HC.

      July 2011

    • HC-10.1.7

      The CMSP should have a written appointment agreement with each director which recites the directors' powers and duties and other matters relating to his appointment including his term, the time commitment envisaged, the committee assignment if any, his remuneration and expense reimbursement entitlement, and his access to independent professional advice when that is needed.

      July 2011

    • HC-10.1.8

      The board should adopt a formal board charter or other statement specifying matters which are reserved to it, which should include but need not be limited to the specific requirements and responsibilities of directors.

      July 2011