The Audit Committee Resolution is a crucial corporate governance document used in Saudi Arabian companies to formally document and implement decisions made by the audit committee. This document type is specifically required under Saudi Arabian corporate governance regulations, particularly for companies regulated by the Capital Market Authority (CMA). The resolution format ensures that audit committee decisions are properly recorded, authorized, and implemented, covering various aspects such as financial oversight, risk management, compliance, and audit-related matters. An Audit Committee Resolution must adhere to specific requirements regarding format, content, and authorization as prescribed by Saudi corporate governance regulations. It serves as both a legal record and an operational directive, typically used when the committee needs to formalize decisions about financial reporting, external auditor appointment, internal control measures, or compliance matters.
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1. Header and Date: Official company letterhead, date of resolution, and reference number
2. Title: Clear identification as an Audit Committee Resolution
3. Preamble: Reference to the company's details, relevant regulations, and board authorization
4. Attendance: List of committee members present and confirmation of quorum
5. Background: Context and reason for the resolution, including reference to relevant meetings or discussions
6. Resolution Details: Clear statement of the decisions made by the committee
7. Implementation Instructions: Specific directions for carrying out the resolution
8. Effective Date: When the resolution comes into force
9. Signatures: Space for committee members' signatures and official stamps
1. Voting Results: Include when there was not unanimous agreement, showing the breakdown of votes
2. Dissenting Opinions: Required when any committee member has registered a formal disagreement with the resolution
3. Budget Implications: Include when the resolution has financial implications or requires budget allocation
4. Compliance Statement: Additional statement confirming compliance with specific regulations when dealing with sensitive or regulated matters
5. Term and Review Period: Include when the resolution requires periodic review or has a specific term
6. Delegation of Authority: When specific powers are being delegated to individuals or sub-committees
1. Supporting Documentation: Relevant reports, analyses, or documents that formed the basis for the resolution
2. Committee Charter Reference: Relevant excerpts from the committee charter supporting the authority for the resolution
3. Regulatory Requirements: Specific regulatory provisions being addressed or complied with
4. Implementation Timeline: Detailed timeline for implementing the resolution's decisions
5. Resource Allocation: Breakdown of any resources or budget allocated by the resolution
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