HC-1.1.1
The board of directors (“Board”) of the
(a) Set the “tone at the top” and play a leading role in establishing the licensee’s corporate culture and values, and oversee management’s role in fostering and maintaining a sound corporate and risk culture;
(b) Ensure that no individual or group of directors dominates the Board’s decision-making and no individual or group has unfettered powers of decision;
(c) Approve and oversee the development of the licensee’s strategy, business plans and budget, and monitor their implementation;
(d) Actively engage in the affairs of the licensee , keep up with material changes in the licensee’s business and the external environment and act in a timely manner to protect the long-term interests of the licensee ;
(e) Convene and prepare the agenda for shareholder meetings;
(f) Approve, and oversee the implementation of, the licensee’s governance framework, risk management framework and all policies, and review the relevant parts of these as well as review key controls in case a new business activity is considered, or in case of material changes to the licensee’s size, complexity, business strategy, markets or regulatory requirements, or the occurrence of a major failure of controls;
(g) Establish, along with senior management and the chief risk officer, the licensee’s risk appetite, considering the licensee’s strategy, competitive and regulatory landscape, the licensee’s long-term interests, risk exposure and ability to manage risk effectively, and oversee the licensee’s adherence to the risk appetite statement, risk policy and risk limits;
(h) Ensure that:
i. Adequate systems, controls, processes and procedures are implemented by senior management in line with the Board approved policies;
ii. The licensee has adequate processes to ensure full compliance with the requirements of the CBB Law, other relevant laws and the pertinent rulebooks;
iii. The licensee has a robust finance function responsible for accounting and financial data;
iv. The risk management, compliance and internal audit functions are properly positioned, staffed and resourced and carry out their responsibilities independently, objectively and effectively; and
v. Senior management maintains an effective and transparent relationship with the CBB;
(i) Approve the annual financial statements and, where applicable, the interim financial statements;
(j) At minimum, approve the selection and oversee the performance of the chief executive officer (CEO), chief financial officer and heads of the risk management, compliance and internal audit functions;
(k) Actively oversee the remuneration system’s design and operation for approved person s and monitor and review executive compensation and assess whether it is aligned with the licensee’s remuneration policy, risk culture and risk appetite; and
(l) Consider the legitimate interests of shareholders and other relevant stakeholders in their decision-making process.
Added: July 2023