Back Custom print Link Text Only Rich Text Print

  • HC-10.6 HC-10.6 Management Structure

    • HC-10.6.1

      The board should establish a clear and efficient management structure.

      July 2011

    • Establishment of Management Structure

      • HC-10.6.2

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

        (a) A CEO;
        (b) A Chief Financial Officer; and
        (c) A Compliance Officer

        And where relevant, should also include such other approved persons as the board considers appropriate as outlined in Paragraph HC-6.2.1 and HC-6.2.2 or as required in terms of the relevant rulebook Module in Volume 6.

        July 2011

    • Titles, Authorities, Duties and Reporting Responsibilities

      • HC-10.6.3

        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.

        July 2011

      • HC-10.6.4

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

        (a) The CEO should have authority to act generally in the CMSP's name, representing the CMSP's interests in concluding transactions on the CMSP's behalf and giving instructions to other senior managers and CMSP employees;
        (b) The chief financial officer should be responsible and accountable for:
        (i) The complete, timely, reliable and accurate preparation of the CMSP's financial statements, in accordance with the accounting standards and policies of the CMSP (see Paragraph — HC-10.3.2); and
        (ii) Presenting the board with a balanced and understandable assessment of the CMSP's financial situation;
        (c) The corporate secretary's duties (where appointed) should include arranging, recording and follow 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 (where appointed) should include providing an independent and objective review of the efficiency of the CMSP's operations. This would include a review of the accuracy and reliability of the CMSP's accounting records and financial reports as well as a review of the adequacy and effectiveness of the CMSP's risk management, control and governance processes.
        July 2011

    • Titles, Authorities, Duties and Reporting Responsibilities

      • HC-10.6.5

        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 authorize without separate board approval.

        July 2011

      • HC-10.6.6

        The corporate secretary (where appointed) should be given general responsibility for reviewing the CMSP'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.

        July 2011

      • HC-10.6.7

        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.

        July 2011