Non-Executive Director and Audit Committee Chair
As an independent non-executive director of the CIBC World Markets plc (PLC) Board of Directors (the Board), PLC's Audit Committee Chair (the Chair) provides independent oversight to the PLC's Audit Committee (the Committee), whose primary function is to assist the Board in fulfilling its responsibilities for:
- reviewing the integrity of financial statements and internal controls over financial reporting;
- monitoring the system of internal controls;
- monitoring compliance with legal and regulatory requirements;
- selecting the external auditors for approval; and
- reviewing the qualifications and independence, and overseeing performance, of external and internal auditors.
The Chair provides effective leadership and ensures the Committee is aware of its obligations to the Board.
In addition, as a member of the Board, the Chair helps the Board to fulfil its duties to:
- provide leadership, within a framework of prudent and effective controls which enable risk to be assessed and managed;
- contribute to the strategic objectives, ensuring necessary financial and human resources are in place for the company to meet its objectives, and review management performance;
- develop and promote a collective vision of the company's purpose, culture, values and the behaviours it the company wishes to promote in conducting business and ensuring that its obligations are understood and met.
The Chair is also required to:
- uphold high standards of integrity and support the Chair of the Board and executive directors in instilling the appropriate culture, values and behaviours in the boardroom and beyond;
- constructively challenge and contribute to the development of strategy;
- take into account the views of shareholders and other stakeholders where appropriate;
- scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance;
- satisfy himself /herself on the integrity of financial information and that financial controls and systems of risk management are robust and defensible.
Term
Non-executive directors are appointed for an initial period of two years. Appointments may be renewed at the end of the first period of office, subject to satisfactory appraisal by the Chair of the Board.
Regulatory Requirements
This role requires the Chair to be approved by the Prudential Regulation Authority (the PRA) and/or Financial Conduct Authority (the FCA) to carry out:
- Senior Management Function 10 (i.e., responsibility for: (a) safeguarding the independence of; and (b) oversight of the performance of; the internal audit function, in accordance with SYSC 6.2 (Internal Audit)), as set out within the Senior Managers Regime; and
- Senior Management Function 11 (i.e., Chair of the Audit Committee).
Must always meet the independence criteria, as set out by the company.
Time Commitment
Approximately 25 days per year, required to:
- attend quarterly Board meetings, and meetings by phone and in person with regulators, or as required for special meetings of the Board;
- consider all relevant papers prior to each meeting; and
- attend to special matters when the company is undergoing a period of particularly increased activity.
Skills
- Recent and relevant financial experience; sufficient to competently analyse financial statements and understand good financial management disciplines.
- Senior level/board experience in a large and complex organisation.
- Significant experience in accounting with strong financial acumen.
- Proven strategic thinker who is able to contribute across a range of governance, planning, financial and advocacy issues.
- Effective communication skills with the ability to influence a range of key stakeholders and to probe and challenge constructively.
- Knowledgeable about the competitive environment and business risks.
- Willingness to challenge management.
- Strong influencing skills.
- Prior experience as a Chief Financial Officer or Chief Auditor.
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