An Audit Committee Resolution is a crucial corporate governance document used when a board of directors needs to formally establish, modify, or document decisions regarding its audit committee. This document type is particularly important in the Canadian regulatory environment, where companies must comply with federal legislation (such as the Canada Business Corporations Act) and provincial securities regulations. The resolution typically includes specific details about committee composition, independence requirements, financial expertise requirements, and committee responsibilities. It serves as evidence of proper corporate governance and regulatory compliance, particularly important for public companies listed on Canadian exchanges. The Audit Committee Resolution should be drafted with careful consideration of National Instrument 52-110 and other relevant securities regulations, as well as stock exchange requirements if applicable.
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1. Title and Date: Formal title of the resolution and date of adoption
2. Recitals: Background information starting with 'WHEREAS' clauses that establish context and authority for the resolution
3. Authority Reference: Reference to relevant legislation, corporate bylaws, and other governing documents that provide authority for the resolution
4. Resolutions: The main 'RESOLVED' clauses stating the decisions being made, typically including committee composition, responsibilities, and authority
5. Certification: Statement certifying that the resolution was duly passed, including signature blocks for required officers
6. Implementation: Specific directions regarding the implementation of the resolution
1. Committee Composition Details: Detailed specifications of committee membership requirements when establishing a new committee or significantly modifying existing composition
2. Terms of Reference Cross-Reference: Reference to separate Terms of Reference document when the committee's detailed responsibilities are contained in a separate document
3. Effective Date Provisions: Special provisions regarding when the resolution takes effect, if different from the adoption date
4. Transitional Provisions: Provisions dealing with transition from previous committee structure or membership, if applicable
1. Schedule A - Committee Terms of Reference: Detailed terms of reference for the audit committee, including scope, responsibilities, and procedures
2. Schedule B - Committee Membership: List of appointed committee members with their qualifications and roles
3. Schedule C - Meeting Schedule: Prescribed meeting schedule and key annual agenda items
4. Appendix 1 - Relevant Bylaw Excerpts: Excerpts from corporate bylaws relating to audit committee authority and operation
5. Appendix 2 - Independence Requirements: Detailed independence requirements for committee members as per applicable regulations
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