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HC-6.3.2

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

(a) The CEO must have authority to act generally in the company's name, representing the company's interests in concluding transactions on the company's behalf and giving instructions to other officers and company employees;
(b) The chief financial officer must be responsible and accountable for:
(i) The complete, timely, reliable and accurate preparation of the company's financial statements, in accordance with IAS and IFRS, and policies of the company (see also rule HC-3.4.1); and
(ii) Presenting the board with a balanced and understandable assessment of the company's financial situation;
(c) The corporate secretary's duties must 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 shareholder and investor relations; and
(d) The internal auditor's duties must 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 company's accounting records and financial reports, as well as a review of the adequacy and effectiveness of the company's risk management, control, and governance processes.
July 2011