The Audit Committee Resolution is a crucial corporate governance document used in South African companies to formally record decisions made by the audit committee. It is required whenever the audit committee meets to make significant decisions regarding financial oversight, auditor appointments, risk management, or other matters within its purview. The document must comply with Section 94 of the Companies Act 71 of 2008 and align with King IV Report recommendations. The resolution is particularly important for demonstrating compliance with regulatory requirements, documenting the committee's discharge of its fiduciary duties, and maintaining a clear record of corporate governance practices. It's used by public companies, state-owned entities, and private companies that have voluntarily established audit committees.
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1. Meeting Details: Date, time, venue, and form of meeting (physical/electronic)
2. Attendance and Quorum: List of committee members present, absent (with or without apology), and confirmation of quorum requirements being met
3. Notice and Constitution: Confirmation that proper notice was given and meeting was properly constituted
4. Purpose of Meeting: Clear statement of the meeting's objectives and matters to be considered
5. Declarations of Interest: Recording of any declarations of interest by committee members
6. Confirmation of Independence: Confirmation of committee members' independence as required by Section 94 of Companies Act
7. Resolutions: Detailed recording of decisions made, including voting results if applicable
8. Closure: Time of meeting conclusion and signature provisions
1. Previous Minutes: Confirmation of previous meeting minutes - include when this is a regular meeting following a previous one
2. External Auditor Matters: Specific resolutions regarding external auditor appointment, fees, or independence - include when dealing with auditor-related decisions
3. Risk Management Review: Decisions regarding risk management matters - include when risk oversight items were discussed
4. Special Matters: Any non-standard items requiring committee attention - include when dealing with unusual or one-off matters
5. Management Representations: Recording of any representations made by management - include when management presentations were part of meeting
6. Committee Composition Changes: Resolutions regarding changes to committee membership - include when dealing with membership changes
1. Attendance Register: Detailed register of all attendees including invitees and management representatives
2. Supporting Documents: List of key documents considered in making resolutions
3. Committee Charter Extract: Relevant extracts from committee charter supporting the decisions made
4. Voting Results: Detailed voting records if any matters required formal voting
5. Technical Reports: Any technical or specialist reports considered by the committee in making its decisions
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