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  • 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