Board Terms of Reference

The role of MCBIH’s Board is to consider matters and make decisions as provided for under the Terms of Reference set out below.

The Board is responsible for setting the strategic and business vision for MCBIH, as well as scrutinising performance, ensuring strong corporate governance and challenging MCBIH on the delivery of its key targets and objectives. It sets the standards, both in words and deeds, for how MCBIH conducts its work and the culture it promotes.

However, given the business demands, it is also necessary for the Board to delegate, appropriately, some decision making powers to the Chief Executive & Executive Leadership team (the Executive Committee “EXCOM”). Such delegated powers include running of benchmark subsidiary PMPL, Sub-Committee work, operational matters, marketing strategy, and personnel matters. The overall aim will be to enhance both the governance and delivery of MCBIH in full support of its Membership’s needs.

1. Strategy and Management

  1. Approve MCBIH’s long-term and short-term objectives and strategy.
  2. Ensure that the quality and integrity of the precious metals market is maintained.
  3. Identify and address potential threats to the precious metals market.
  4. Approve annual budgets and any material changes to them.
  5. Approve any material extension or cessation of MCBIH’s activities.
  6. Approve any major changes to MCBIH’s management, control structure or status.

2. Financial Reporting and Controls

  1. Approve the annual report and accounts, including corporate governance statements.
  2. Ensuring maintenance of good internal control and risk management.
  3. Approve any major expenditure that could materially impact on MCBIH reserves.
  4. Approve any major acquisitions or disposals of fixed assets or operations.

3. Executive and Non-Executive Appointments

  1. Approve changes to the structure, size and composition of the Board, within the powers granted in the Memorandum & Articles of Association.
  2. Select the Chairman, the Chief Executive, NEDs and other Board level appointments.
  3. Determine membership and Chairmanship of the Board Sub-Committees with delegated powers.

4. Remuneration

  1. Determine the remuneration of the NEDs, Chief Executive and key reports pay awards.
  2. Ensure provision of support or guidance for compliance with local employment laws.

5. Corporate Governance

  1. Approve terms of reference of Board Sub-Committees with delegated powers.
  2. Receive reports from board Sub-Committees on their activities and where appropriate acting on recommendations.
  3. Review of the group’s overall corporate governance arrangements.
  4. Receive reports on the views of MCBIH’s Members and key stakeholders.