2 Audit Committee Manual 2 Audit Committee Manual 2007 This manual is based on the best practices concerning audit committees. It was revised by a number of professional Egyptian experts and professionals who work in CMA and CASE. The manual is supplementary to what was mentioned in the Egyptian code of corporate governance for listed companies released in October The manual is a voluntary one aiming to assist in improving audit committees practices. The manual is an important document due to the essential role of audit committees in controlling companies' performance via ensuring that they follow corporate governance.
3 Audit Committee Manual 3 4 Table of Contents 1. Executive Summary Responsibilities of the Audit Committee Overseeing financial risk and internal control Overseeing financial reporting Overseeing the internal and external audit processes Creating an Effective Audit Committee Audit committee mandate Audit committee composition Audit committee charter Audit committee meetings Audit committee compensation Audit committee assessment Annexes Annex: (1) model of audit committee charter Annex: (2) model of audit committee charter matrix Annex: (3) model of audit committee annual agenda Annex: (4) model of audit committee checklist
4 Audit Committee Manual 4 1. Executive Summary The Egyptian Institute of Directors aims to spread the awareness and to enhance the practices of corporate governance in Egypt and the Arab region. In doing so, the institute cooperates with other organizations in the Middle East and North Africa. Corporate governance is mainly concerned with the mechanisms which define the relationship between shareholders and the board of directors and protect the rights of the stakeholders and those who are affected by the company's practices in any way. In order to achieve its objectives, corporate governance includes many pillars, of which maybe one of the most important ones is the audit committee. Recognizing that effective corporate governance is the cornerstone in protecting shareholder rights, experts asserted repeatedly the key role that audit committees play in corporate governance and in overseeing the company. And due to the fact that corporate governance is still relatively new to the region, the EIoD issued this important manual. It aims to assist companies aiming for the right application of corporate governance to form audit committees that are able to function properly for the benefit of stakeholders and shareholders. It is important at this stage to mention that audit committees alone can not monitor & fix the company's performance. The audit committee mission will fail if the board or the Chairman do not believe in the importance of the committee or in corporate governance in general. Another point to make is that the audit committee is not the auditing process but it is rather part of it. Companies willing to reduce the level of risk they face and those seeking long term success use a complete internal control system. Those companies usually start by adopting a performance monitoring and risk management system, they establish an audit department or division, an audit committee and a qualified, independent external auditor. Finally, the EIoD hopes that this manual will get what it deserves from company boards and we also hope that Egyptian and regional boards of directors will make the best use out of it.
5 Audit Committee Manual 5 2. Responsibilities of the Audit Committee 2.1. Overseeing the Process Related to the Company s Financial Risks and Internal Control The audit committee is the overall guardian of financial integrity for the shareholders. Audit committee members must be critically aware of their oversight responsibilities, and completely understand them. How the responsibilities are carried out may vary, but a failure to address them may have consequences for the audit committee, the board and, above all, the shareholders Overseeing the process related to the company s financial risks The audit committee, as a committee appointed by the board of directors, is responsible for assisting the board in fulfilling its oversight responsibilities. In particular, the audit committee s primary duties and responsibilities are to monitor the management of the principal risks that could impact the financial reporting process of the company, the integrity of the system of internal controls in accordance with financial reporting and accounting compliance, and oversee the internal and external audit process Overseeing internal control The audit committee is responsible for overseeing the financial reporting process, including the risks and controls in that process. Internal control, however, encompasses not only financial reporting but also compliance with laws, regulations and operational control. The board is responsible for the overall risks and controls of the company and, therefore, has the discretion to give the audit committee responsibility for oversight of compliance with laws, regulations and operational controls. The audit committee should ensure that it clearly understands any responsibilities it has for internal controls beyond those related to financial reporting. Management is responsible for designing and implementing an effective system of internal control. The audit committee must determine that management has implemented policies that ensure the company s risks around financial reporting are identified and that controls are adequate, in place, and functioning properly. As part of its assessment of the processes relating to a company s risks and control environment, the audit committee should consider requesting from management an overview of the risks, policies, procedures, and controls surrounding the integrity of financial reporting.
6 Audit Committee Manual Overseeing Financial Reporting The audit committee will review the interim and the annual financial statements prior to their release. As part of this review, the audit committee should ensure they are aware of the policy of accountability or disclosure issues and that this information is communicated to them early enough that adequate actions may be taken as needed. The audit committee should inquire of management and/or the auditors regarding recommended audit adjustments and disclosure changes which are made by management and those not made by management; the accounting principles and critical accounting policies adopted by management; unusual transactions; and accounting provisions and estimates included in the financial statements. A thorough understanding of all of these factors is integral to the committee s ability to meet its oversight responsibilities. In general, audit committees should assume the following responsibilities: Understand management s responsibilities and pledges; Understand and assess the appropriateness of management s selection of accounting principles and the most critical accounting policies; Understand management s judgments and accounting estimates applied in financial reporting; Understand the communications received from the external auditors concerning their responsibilities under Egyptian Auditing Standards; Confer with both management and the external auditors about the statements; Assess whether financial statements are complete and fairly presented and that disclosures are clear and transparent; and Review earnings releases and financial statements prior to release Overseeing the Internal and External Audit Processes Internal auditors oversight Internal audit function if designed and deployed effectively, can have a very positive impact on the control environment of a company and the effective design and operation of internal controls. As an important aspect of its mandate, internal audit can provide the audit committee with a means of monitoring if the controls management has put in place are reliable, functioning properly and sufficient to address the risks in the financial reporting process. Both the internal audit department and the external audit firm execute a company s audit coverage. While each has its own unique responsibilities, the audit committee should ensure that they complement each other, that their audit effort is coordinated and that there is effective communication between them. The external auditor is responsible for auditing and attesting to the company s financial statements; the internal auditor for monitoring the performance of a company s internal controls. The external
7 Audit Committee Manual 7 auditor should identify the internal audit activities that are relevant to planning the external audit. The audit committee should participate in the appointment, promotion, or dismissal of the internal audit director, and help determine his or her qualifications, reporting hierarchy to ensure access to all necessary contacts both at the board level and within the organization and compensation. The audit committee should also be involved in developing and approving the internal audit department s mandate, goals and mission to be certain of its proper role in the oversight function. A collaborative effort with both management and internal audit in the development of the internal audit mandate often helps ensure a proper balance between the assessment of internal controls related to financial reporting and other special projects, operational efficiency and risk management responsibilities. The audit committee should also be satisfied that the internal audit function has adequate resources. The committee should stay up to date on the scope and results of the department s operations and management s responses to the department s recommendations on internal controls and compliance. The department s objectivity and independence of judgment should be periodically evaluated. The committee should ensure that the internal audit department s involvement in the financial reporting process is appropriate. The internal auditor is in the unique position of being employed by management yet expected to review its conduct. The audit committee should have mechanisms in place to facilitate confidential exchanges with the internal auditor, with regular meetings scheduled between the audit committee and the internal auditor External auditors oversight The audit committee should ensure that the external auditors are directly accountable to the audit committee and to the board of directors. The audit committee should ensure its actions and communications with the external auditor are consistent with this accountability. The audit committee should also ensure that they communicate their expectations to the external auditor, and that both parties understand and have agreed to those expectations. Selecting and evaluating the external audit firm is an important responsibility. The audit committee performs in conjunction with management. As shareholders representatives, the audit committee has the ultimate authority for selecting, evaluating, and, if needed, replacing the auditor, after the approval of the shareholders. The committee evaluation should consider the auditor s competence, the quality and efficiency of the audit, and whether the audit fee is appropriate in relation to the size, complexity, risk and control profile of the company to ensure that the company s audit is not compromised. The audit committee should consider the auditor s independence in its evaluation, and should oversee the audit results, including any changes in audit approach or any modification to the standard auditors report.
8 Audit Committee Manual 8 Table 1 Summary of the duties of he audit committee Table 1: Summary of the duties of the audit committee Financial supervision Monitor the financial position of the company and the integrity of the financial statements Assess the appropriateness of accounting standards Monitor any formal announcements relating to the company s financial performance Internal audit and controls Evaluate the adequacy and appropriateness of internal control, internal audit and risk management Review internal audit plans and reports Preserve the company s assets by understanding the company s risk environment and determine how to deal with those risks Evaluate compliance with laws and regulations Auditor selection and monitoring Recommend the auditor to the board, for approval by shareholders Appoint, re-appoint and remove the external auditor, after the shareholders approval Maintain contacts with the external auditor and examine the auditor s reports Review and monitor the external auditor s independence Develop and implement policy on the engagement of the external auditor to supply non-audit services Evaluate the non-audit services supplied by the external auditor Maintain communications on such matters between the board, management, the independent auditors and the internal auditors Compliance evaluate the ramifications of changes to the legal and regulatory framework on the company s controls Ensure that internal policies and procedures are being complied with Risk management Decide on the company s risk appetite Ensure that all risks to the business are identified, evaluated and suitably managed For banks, analyze the current and future capital requirements in relation to its strategic objectives
9 Audit Committee Manual 9 3. Creating Effective Audit Committee Audit committee in the system of control and audit bodies 3.1. Audit Committee Mandate Audit committees should adopt a formal written mandate that is approved by the full board and that sets out the scope of the committee s responsibilities. This mandate should be disclosed to shareholders, and a regular assessment of the effectiveness of the committee against the mandate should be conducted and reported to the full board. The audit committee mandate should set out explicitly the role and responsibility of the audit committee with respect to: _ its relationship with and expectations of the external auditors; _ its relationship with and expectations of the internal auditor function; _ its oversight of internal control; _ disclosure of financial and related information; and _ any other matters that the audit committee feels are important to its mandate or that the board chooses to delegate to it. The audit committee should tailor its mandate to the company s specific needs and clearly outline the committee s duties and responsibilities, including structure, process and membership requirements. The mandate should ideally describe the background and experience requirements for committee members. It is worth mentioning that the main function of any committee, including the audit committee is to support the full board and not to make decisions instead of the full board.
10 Audit Committee Manual Audit Committee Composition The size of the audit committee should not be less than three non-executive board members, but composition will vary depending upon the needs of the company and the extent of delegated responsibilities to the committee. Good practice codes and guidelines in most countries recommend that the audit committee being composed entirely of non executive directors, the objective is to allow the committee to function efficiently, all members to participate, and an appropriate level of diversity of experience and knowledge. The director s independence 1 is the cornerstone of the committee s effectiveness, particularly when overseeing a company s financial reporting integrity and evaluation of areas where judgments and decisions are significant. Good practice codes and guidelines in many countries recommend that the audit committee is entirely composed of independent directors, i.e. experts. As a starting point, it is recommended that an audit committee has a majority of independent directors, or at least the chairman of the committee should be an independent director. Table (2): Examples of that matters impair the independence of a director? Former employment with the company, including founders, executives, or other employees Business relationships, for example, prior or current service as outside counsel, auditors, or consultants, or business interests involving contractual commitments and obligations Personal relationships, whether familial, friendship, or other affiliation Managing two companies simultaneously. Being a manger for two companies weakens his independence since he swings between the other company and the board of directors The augmenting banking or the other creditors relations Audit committee members should be financially literate and at least one member should have financial expertise. Financial literacy is broadly equated to the ability to read and understand basic financial statements. Each board should determine the definition of, and criteria for, financial literacy. Financial expertise ordinarily comprises past employment experience, or certification, in finance or accounting or related service that may include experience as a CEO, with financial reporting oversight responsibilities, or CFO. Table (3): Keys to audit committee s membership In-depth knowledge of financial issues Integrity Ability to devote sufficient time and effort Knowledge of business, industry, products and services Knowledge of risks and controls Independence 1 Independent Director is a director who is independent of management and his or her only affiliation with the company is his or her board membership.
11 Audit Committee Manual Audit Committee Charter The charter describes the scope of the committee s responsibilities and how it fulfills these responsibilities. A model audit committee charter can be found in Annex: (1) Preparing an Audit Committee charter is often referred to as a best practice, and is actually required for many listed companies. However, the charter is often prepared and forgotten except for its annual review. To help audit committees make the charter a living document, and use it to manage the agenda, we provide a sample matrix for the audit committee charter. This tool is meant as a sample and users of the tool should put their own charter in the first column, and use this example as a guide for defining the steps to accomplish each objective. A model audit committee charter matrix can be found in Annex: (2) 3.4. Audit Committee Meetings Frequency of meetings The audit committee should meet as frequently as necessary, generally a minimum of four meetings per year, and should be free to hold special meetings as needed. There should be sufficient time permitted to cover all agenda items and allow time for all parties to ask questions or provide input. There should also be sufficient time for the committee members only to have a private session at each meeting. The management and the internal auditor should attend the meetings on an invitation-only basis to discuss key accounting estimates and subjective adjustments for each interim period. External auditors should periodically discuss the appropriateness of accounting, including accounting alternatives and choices made by management. Private executive sessions should be held with the external auditors at least once a year Agenda of meetings A detailed agenda is vital for keeping the committee focused. Effective agendas are set with input from the CEO, CFO and the internal and external auditors. The audit committee chairperson, however, should maintain accountability for the agenda and not delegate it to management. The audit committee agenda for the year should ideally originate from a detailed work plan, and in turn, the detailed work plan would originate from the mandate. A sample audit committee agenda for the year can be found in Annex: (3) Meeting minutes Formal minutes should be prepared, circulated to committee members as appropriate, approved by the audit committee and then reported to the full board of directors. Important documents related to the meeting should be attached to the minutes, including the agenda.
12 Audit Committee Manual Audit Committee Compensation Audit committee members must be adequately compensated for their services. In most public companies, deciding on the amount of compensation is usually the responsibility of the board s compensation committee. While compensation should be enough to recognize the time commitment required and the liabilities accepted in order to attract good and responsible directors, the amount should not be excessive such that a conflict may be perceived Audit Committee Assessment There are three assessments that is advised to take place annually on a formal basis, and during the year as needed: the effectiveness of the committee, the members and the chairperson. The audit committee may assess its effectiveness and the adequacy of its mandate, work plans, and forum of discussion and communication by: Questioning the board about its satisfaction with the committee s performance; Comparing the committee s activities to leading practices; Comparing the committee s activities to the mandate and any other objectives the board set for the committee; and Consulting with external auditors on ways to improve the audit committee s performance. Each of these steps would not necessarily be performed annually, but all steps are advised to be performed every two to three years. The chairperson of the audit committee should assess the performance of individual committee members on an annual basis. The audit committee in conjunction with the board should develop a formal assessment process. This process may include interviews with the member being assessed, self-assessment by the member and the assessment of members against standard criteria. The result of this assessment should be a recommendation to the board as to whether the member should be appointed for an additional term. The evaluation of the chairperson would be done by the board based upon similar criteria. Evaluations that are well performed demonstrate the committee s intention and commitment to achieve its responsibilities in an effective and diligent manner. Table (4): What marks a committee member who is successful? Is dedicated to the committee s work and responsibilities Is willing to devote the time necessary to understand the company and prepare for, attend and participate in meetings Someone with an inquiring attitude, objectivity, independence and sound judgment
13 Audit Committee Manual 13 Annex (1): Model of Audit Committee Charter A. Establishment The board of [name of company] (the "Company") hereby agrees and establishes the audit committee of the board (the "Committee"), with all the powers and duties set forth in these Regulations and subsequent resolutions of the board. Certain capitalized or un-capitalized terms used but not defined in these regulations have the meanings given to them in the charter of the board. B. Purpose The board establishes the Committee to assist the board in overseeing the company's financial controls. In assisting the board to oversee the company's financial controls, the Committee will place particular emphasis on: (1) the integrity of internal controls and financial reporting; (2) the qualification and independence of the company's external auditor; and (3) the performance of the company's internal audit function and of its external auditor. C. Composition and Qualification of Members of the Audit Committee I. Composition The board shall select three of its members to serve on the audit committee, [each] [at least one] of whom shall be "independent, as defined in Section B.I.d. of the charter of the board. One of such members shall be designated by the board as the Committee's chairman. The board shall ensure that all members of the Committee are financially literate and possess the professional skills and personal characteristics necessary to carry out their duties as members of the Committee. The board recognizes that it is desirable that at least one member of the Committee (preferably the Committee's chairman) be a financial professional, with accounting and auditing or related financial management expertise. II. Chairman The Committee's chairman: a. Will be responsible for the smooth conduct of the Committee's activities; b. Will, after consultation with the board and the other members of the Committee, establish the agenda for each meeting of the Committee; c. Will propose the Committee's annual calendar and activities program to get approval by the Committee; d. Will authorize and request other members of the board, company management, employees and outsiders to be present and participate at the Committee meetings as deemed necessary and appropriate to the conduct of the Committee's work; e. Will, on behalf of the Committee, request information required by the Committee from company management, employees and others in the conduct of its work; f. Will ensure that the activities and resolutions of the Committee are duly recorded, communicated to the board, and followed-up on;
14 Audit Committee Manual 14 g. Will organize and oversee the annual evaluation of the Committee's effectiveness; and h. Will prepare such periodic reports of the Committee's activities as are requested by the board and, in any case, will prepare (for approval by the Committee) the Committee's annual reports to the board and shareholders. III. Chairman s Vote Breaks Tie In the event of a tie vote of Committee members, the vote of the chairman has the deciding vote. IV. Member Participation Each member of the audit committee: a. Will have voice and vote in all Committee matters b. May not designate substitutes; c. Will keep the Committee informed of all matters that may affect their independence and ability to carry out their responsibilities as Committee members; and d. Will carry out such tasks as the Committee may assign to such member. D. Specific Duties of the Committee I. External Audit Function The audit committee shall: a. Oversee the work of the company's external auditor, including reviewing the preparation and execution of the auditor s annual program of work for the company; b. Review the terms of reference of the external auditor and report to the board and the annual general assembly the Committee's recommendations with respect to the audit engagement fees and the overall terms of service to be provided by the Independent external auditor; c. Review, on an annual basis, a report of the external auditor describing in detail any relationships the external auditor has with the company, its management, its shareholders or any of their affiliates that may adversely affect such auditors' independence; d. Review, on an annual basis, a report of the external auditor describing in detail the external auditor s quality control procedures and practices, any material issues raised by its most recent quality control review or peer review, and any inquiry or investigation by governmental authorities or professional standards boards regarding any audits conducted by such auditors in the past five years, together with all steps taken to address such issues; e. Review in advance the terms of all non-audit services proposed by company management to be performed by the external auditor, assess such services in accordance with the company s policy regarding independent external auditor (attached as Annex -- to the By-Laws of the board) and report to the board the Committee's opinion as to whether or not the company should engage the external auditor to perform such services;
15 Audit Committee Manual 15 f. Evaluate, on an annual basis, the qualification, independence, and performance of the external auditor and report to the board and the annual general assembly meeting the Committee's opinion with respect to the adequacy of its performance and independence. Such report will include the Committee's recommendation on the reappointment or termination of the external auditor and, if required, such firm's replacement. In the event that the full board ultimately disagrees with the Committee's evaluation and recommendations, the Committee's report shall nonetheless be submitted to the general assembly and included in the agenda for such meeting. g. Review, on an annual basis, the company's policies on the selection of external auditor and its policy on rotation of its external auditor and audit partners, and report to the board the Committee's recommendations for any modification of such policies; and h. Reviewing, no less than annually, with company management, the external auditor, and the internal auditing and financial control departments: i. Significant financial reporting issues and judgments identified and made in connection with the preparation of the company's financial statements; ii. Major issues regarding the company's accounting and auditing principles and practices, including key accounting policies, and major changes in auditing and accounting principles and practices suggested by the external auditor, the company s internal auditing and financial control departments or company management; iii. Any audit problems or difficulties encountered and raised by the external auditor in the course of its work for the company, including any restrictions on the scope of such activities or on access to personnel or information, and disagreements with company management or members of its internal auditing and financial control departments; and iv. Principles of accounting proposed or adopted by regulators or accounting authorities and brought to the attention of the external auditor, company management, the company s internal auditing or financial control departments or the board. II. Internal Controls and Internal Audit Function The audit committee shall: a. Review with the company s chief financial officer (CFO), its internal auditing and financial control departments and any other interested parties, the quality and adequacy of the company s internal controls, including whether the company s management are communicating the importance of internal controls, evaluating the security of computer systems and applications and any contingency plans for processing financial and other information in the event of a computer systems breakdown; b. Review with the company's CFO the preparation, execution and results of the company's annual internal audit work program, as well as any activities undertaken outside such annual program; and
16 Audit Committee Manual 16 c. Review with the company s CFO and report to the board on the adequacy of structure, responsibilities, staffing, resources and functioning of the company's internal auditing department, such review will include an annual evaluation of the performance and qualifications of the head of such department. III. Financial Reporting The audit committee shall: a. Gain an understanding of the current areas of financial risk and how the company s management is managing such risks; b. Consider, together with the external auditor and the internal audit department; any fraud, illegal acts, deficiencies in internal control or similar issues; c. Review significant accounting and reporting issues, including professional and regulatory pronouncements and assess their impact on the company s financial statements; d. Ask company management, the external auditor and the internal audit department about significant risks and exposures and the plans to minimize such risks; e. Review any legal matters which could significantly impact the financial statements; f. Review the annual financial statements and determine whether they are complete and consistent with the information known to Committee members and assess whether the financial statements reflect appropriate accounting principles; g. Assess the impact of any complex or unusual transactions, such as restructuring charges and derivative disclosures, on the company s financial statements; h. Consider and judgments made in preparing the company s financial statements, including any valuation of assets and liabilities; warranty, product or environmental liability; litigation reserves; and other commitments and contingencies; i. Meet with company management and the external auditor to review the financial statements and the results of the audit; j. Assess the fairness of the preliminary and interim statements and disclosures; obtain explanations from company management, the external auditor and the internal audit department on whether: i. Actual financial results for the interim period varied significantly from budgeted or projected results; ii. Changes in financial ratios and relationships in the interim financial statements are consistent with changes in the company s operations and financing practices; iii. Generally accepted accounting principles have been consistently applied; iv. There are any actual or proposed changes in accounting or financial reporting practices; v. There are any significant or unusual events or transactions; vi. The company s financial and operating controls are functioning effectively; and vii. The preliminary announcements and interim financial statements contain adequate and appropriate disclosures [Note: the following provisions are only for public companies]
17 Audit Committee Manual 17 k. Determine how company management develops preliminary announcements, interim financial information and analysts briefings; the extent of internal audit involvement; and the extent to which the external auditor reviews such information. IV. Other Duties The audit committee shall: a. Review all reports provided to company management by the external auditor, in particular those regarding the adequacy and effectiveness of the company's internal controls ("management letters" or "deficiency letters"), monitoring the company's implementation of the recommendations included in such letters and reporting to the board on the adequacy of such implementation; b. Review with the company's CFO the company's quarterly financial statements prior to their presentation by company management to the board; c. Review the company s system for monitoring compliance with law; d. Review the results of any investigation and action taken (including and disciplinary action) by company management regarding any acts of fraud or financial noncompliance; e. Obtain regular updates from company management and legal counsel regarding compliance with law; and f. Review, together with company management and any other parties that the Committee may deem appropriate, the details of any investigation, review or inquiry made by any public regulatory authority concerning the conduct of the company's activities or the preparation of its financial statements, and report to the board the results of such review. E. Powers The audit committee may undertake such investigations as the audit committee deems necessary to carry out its duties. The Committee may request and obtain whatever information it requires from any employee of the company. All employees of the company must promptly provide all requested information to the audit committee and must cooperate fully in any audit committee investigations. The Committee may require company management and employees to prepare written reports or to participate in Committee meetings in order for them to provide information or advice to the Committee. The audit committee may obtain external independent advice and assistance as they deem advisable, including professional advice regarding accounting, audit and internal controls; legal and regulatory matters; and corporate governance. The audit committee may retain and compensate such professional service providers at the expense of the company. F. Committee Operating Principles Each member of the Committee will always act in an impartial, independent and objective manner, in the best interests of the company and in accordance with the company's articles of association, charters and by-laws. If a Committee member becomes aware that s/he has, or may have, a potential conflict of interest (as further described in the board charter), s/he shall fully disclose such conflict or potential conflict
18 Audit Committee Manual 18 to the board and shall recluse himself from the Committee's consideration of such matter. G. Reviewing Audit Committee Effectiveness Against the Charter The Committee, by itself or with the assistance of outside advisors, will annually assess its effectiveness in performing its duties. Such annual assessment will include recommendations of the Committee for improvements in this charter and in the conduct of the Committee's activities. A report of the audit committee's effectiveness will be prepared for delivery to the board and the annual general assembly. The results of the annual assessment will also be presented by the Committee's chairman at a meeting of the board and the board will adopt, reject or modify the recommendations of the Committee. H. Reporting The Committee will provide the board with reports as provided in this Committee charter, as the board may request or as the Committee decides appropriate. In any case, the Committee will provide the board and the annual general assembly with an annual report of its activities, including the results of the annual review of the Committee's effectiveness. I. Costs The costs of operation of the Committee, including costs associated with the contracting of professional advisors to the Committee shall be evaluated and authorized by the board on an annual basis, and in no event will be subject to the evaluation and approval of the company's management. J. Meetings The Committee will meet as often as necessary. The Committee shall meet at least quarterly. Meetings may be conducted in person or via teleconference. Meetings may be called at the initiative of the Committee's chairman or upon written request to the chairman signed by two Committee members. The day, time and place of each quarterly meeting shall be set out in the Committee's annual calendar of activities. The chairman shall notify the members of the Committee of the day, time and place of any additional meetings of the Committee at least five business days in advance. The chairman will arrange for members of the Committee to receive an agenda and required background materials at least five business days prior to any meeting. A quorum for Committee meetings will require the presence (in person or via teleconference) of the chairman and at least one other member of the Committee. The Committee will meet at least once each year with each of the external auditor, the company s CFO and the company s legal counsel, in each case in the absence of company management and any other employees of the company: K. Minutes and Records Minutes must be drawn up for every meeting of the Committee. The minutes will be signed by the chairman of the Committee and the minute taker and then will be added to the company s records. Each member of the Committee shall receive a copy of the minutes at least five days before the next meeting of the Committee.
19 Audit Committee Manual 19 Annex (2): Model of Audit Committee Charter Matrix Audit Committee Charter Matrix For Year Ending: Audit Committee Charter Steps to Accomplish the Objective Deliverable When to Achieve (Frequency Due Date) Date Completed 1. Each member of the Audit Committee shall be a member of the board of directors, in good standing, and shall be independent in order to serve on this committee. Test for independence, based on the regulations under the charter and any other regulations that may be operative. Indicate in the Audit Committee minutes whenever a new member is appointed; acknowledge that independence has been verified. Affirm annually or whenever a change in status by any Audit Committee member occurs. 2. At least one member of the Audit Committee shall be designated as a financial expert. Ascertain that at least one member of the audit committee meets the requirements of a financial expert under the regulations of the listing rules. Indicate in Audit Committee meeting minutes which member of the audit committee is designated as the financial expert. Affirm annually, unless there is a change in status. 3. Review the Committee s charter annually, reassess the adequacy of this charter, and recommend any proposed changes to the board of directors. Consider changes that are necessary as a result of new laws or regulations. Review the charter each year. Assess the appropriateness of each point in the charter in light of the previous year s experience. Assess the completeness of the charter in light of new best practices and new legal or regulatory requirements. Report to the board on the appropriateness of the Audit Committee charter and any revisions recommended Review annually, unless changes are needed during the course of the year.
20 Audit Committee Manual 20 Audit Committee Charter Steps to Accomplish the Objective Deliverable When to Achieve (Frequency Due Date) Date Completed 4. The Audit Committee shall meet at least four times per year, and each time the company proposes to issue a press release with its quarterly or annual earnings information. These meetings may be combined with regularly scheduled meetings), or more frequently as circumstances may require. The Audit Committee may ask members of management or others to attend the meetings and provide pertinent information as necessary. In-person meetings should be held at least once each quarter. All members are expected to attend each meeting in person, via telephone conference or videoconference. Telephone conference meetings may be held more frequently. The agendas for meetings should be prepared and provided to members in advance, along with appropriate briefing materials. Prepare minutes that document decisions made and action steps following meetings and review for approval. Meeting minutes should be filed with the board of directors. Minutes should be distributed as soon as possible but no later than prior to the next meeting. 5. Conduct executive sessions with the outside auditors, CEO (chief executive officer), CFO (chief financial officer), head of internal audit,, director of financial reporting, controller, and anyone else as desired by the committee. Establish these sessions in conjunction with quarterly meetings or as necessary. Develop action steps to be taken, if appropriate. Review quarterly, and as necessary. 6. Review and concur in the appointment, replacement, reassignment, or dismissal of the internal auditor. Meet in executive session at each meeting with the internal auditor. Hold special meetings as may be necessary to address appointment, reassignment, or dismissal of the internal auditor. Discuss job satisfaction and other employment issues with the internal auditor. Report to the full board on the performance of the internal auditor including the effectiveness of the internal audit function. Conduct ongoing reviews, as changes can be made at any time during the year.
21 Audit Committee Manual 21 Audit Committee Charter Steps to Accomplish the Objective Deliverable When to Achieve (Frequency Due Date) Date Completed 7. Appoint the independent auditor to be engaged by the company, establish the audit fees of the independent auditors, pre-approve any nonaudit services provided by the independent auditor, before the services are rendered. Review and evaluate the performance of the independent auditor and review with the full board of directors any proposed discharge of the independent auditor. At least once each year, discuss each of these items with management, the internal auditor, and the board of directors. Review total audit fee in relation to any nonaudit services being provided by the independent auditor. Report and recommend on the performance and fees paid to the independent auditors. Review the scope of all services provided by the independent audit firm throughout the organization. Review after each financial year-end. 8. Inquire of management, the internal auditor, and the independent auditors about significant risks or exposures facing the company; assess the steps management has taken or proposes to take to minimize such risks to the company; and periodically review compliance with such steps. Create a portfolio that documents the material risks that the company faces. Update as events occur. Review with management and the internal auditor quarterly or sooner if necessary, to make sure it is up-to-date. Submit a risk report including mitigation strategies and quantifiable risks and insurance to cover such risks. Review at least once each year, and more frequently if necessary. 9. Review with the independent auditor & the internal auditor, the audit scope and plan of the internal auditors and the independent auditors. Address the coordination of audit efforts to assure the completeness of coverage, reduction of redundant efforts and the effective use of audit resources. Meet with independent auditor, the controller and internal auditor to discuss scope of the previous year s audit, and lessons learned. Later, discuss planned scope for audit of current year. Document the meeting in the Audit Committee meeting minutes. At the 2nd quarter meeting each year, review the scope of the previous year s audit, and the inter-relationship between the internal and external auditors with respect to the scope of the independent auditors work. At the 3rd quarter meeting each year, review the plans for the audit of the current year.
22 Audit Committee Manual 22 Audit Committee Charter Steps to Accomplish the Objective Deliverable When to Achieve (Frequency Due Date) Date Completed 10. Review with management and the internal auditor: Significant findings on internal audits during the year and management s responses thereto Any difficulties the internal audit team encountered in the course of their audits, including any restrictions on the scope of their work or access to required information Any changes required in the scope of their internal audit The internal auditing department budget and staffing The internal auditing department charter Review reports of all internal audits from the preceding 12 months and planned for the upcoming six months along with the status of each planned audit. Review and discuss the findings for each audit completed since the prior meeting, and management s response to the report. Discuss internal audit department budget and staffing with the internal auditor. Discuss internal audit s compliance with regulations. Report on the status of all internal audits planned for the next quarter and/or year. Review at each meeting. 11. Review with the external auditor and the internal auditor: The adequacy of the company s internal controls including computerized information system controls and security Any related significant findings and recommendations of the independent auditors and internal audit services together with management s responses thereto Review the reports of the internal audit team for all audits completed since the prior Audit Committee meeting. Review key internal controls with the internal auditor, and understand how these controls will be tested during the year. Review these plans with the independent auditor to understand their scope with respect to key controls. Review with the internal auditor the plans for audits of other elements of the control environment. Determine that all internal control weaknesses are quantified, reviewed, and Submit a risk report including mitigation strategies and quantifiable risks and insurance to cover such risks. Review at least once each year, and more frequently if necessary.
23 Audit Committee Manual 23 addressed. Audit Committee Charter Steps to Accomplish the Objective Deliverable When to Achieve (Frequency Due Date) Date Completed 12. Review with management and the independent auditor the effect of any regulatory and accounting initiatives, as well as off-balance-sheet structures, if any. Keep up-to-date on new developments related to the industry, and the environment in which the company operates, including any regulatory requirements it may be subject to. Discuss with management and the independent auditor in meetings. Record discussion and any action steps in Audit Committee meeting minutes. Review as necessary. 13. Review with management, the external auditor, and the internal auditor, the interim annual financial report before it is filed with the regulators. At a minimum, meet by telephone prior to any earnings release (annual or quarterly) and any regulator filings Audit Committee approval of the press release, and/or regulator filings. Review each quarter and as needed. 14. Review with the external auditor that performs an audit: All critical accounting policies and practices used by the company. All alternative treatments of financial information within the accounting principles that have been discussed with management of the company, the ramifications of each alternative, and the treatment preferred by the company. Discuss each matter, and related matters that may come to the attention of the Audit Committee and/or the independent auditors through this process. Create an action plan and follow-up plan as necessary. Submit reports and documentation of discussions and resolution of disagreements. Review, at least annually, and/or in conjunction with the year-end audit. 15. Review all material written communications between the independent auditors and management, such as any Discuss each item with the independent auditors and management (including the internal auditor) and conclude on the appropriateness of the proposed resolution. Submit reports and documentation of discussions, resolution of issues, and the action plan Review, at the completion of the independent audit.
24 Audit Committee Manual 24 management letter or schedule of unadjusted differences. for any items requiring follow-up and monitoring. Audit Committee Charter Steps to Accomplish the Objective Deliverable When to Achieve (Frequency Due Date) Date Completed 16 Review with management and the independent auditors: The company s annual financial statements and related footnotes The independent auditors audit of the financial statements and their report thereon The independent auditors judgments about the quality, not just the acceptability, of the company s accounting principles as applied in its financial reporting Any significant changes required in the independent auditors audit plan Any serious difficulties or disputes with management encountered during the audit Discuss each matter, and others that may come to the attention of the audit committee through this process, with management (including the internal auditor) and the independent auditors. Review with management the course of action to be taken for any action requiring follow-up. Monitor any follow-up action that requires continued audit committee intervention. Submit reports and documentation of discussions, resolution of disagreements, or action plan for any item requiring follow-up. Review at the completion of the independent audit. 17. Review with the legal counsel and the internal auditor legal and regulatory matters that, in the opinion of management, may have a material impact on the financial statements, related company compliance policies, and programs and Discuss whether the company is in compliance with laws and regulations that govern the environment(s) and industry (ies) in which it operates, as well as other applicable laws and regulations. Report to the board that the review has taken place and any matters that need to be brought to its attention. Review at each meeting.
25 Audit Committee Manual 25 reports received from regulators. Audit Committee Charter Steps to Accomplish the Objective Deliverable When to Achieve (Frequency Due Date) Date Completed 18. Review the procedures for the receipt, retention, and treatment of complaints received by the company regarding accounting, internal accounting controls, or auditing matters that may be submitted by any party internal or external to the organization. Review any complaints that might have been received, current status, and resolution if one has been reached. Review procedures with the internal auditor and the legal counsel. Review all complaints that have been received and the status of resolution. Ensure that proper steps are taken to investigate complaints and resolve timely. Review an original of each complaint received, no matter the media used to submit. Discuss the status or resolution of each complaint. Review a cumulative list of complaints submitted to date to review for patterns or other observations. Review at each meeting. 19. Review procedures for the confidential, anonymous submission by employees of the organization of concerns regarding questionable accounting or auditing matters. Review any submissions that have been received, the current status, and the resolution if one has been reached. Review procedures with the internal auditor and the legal counsel. Review all complaints that have been received and the status of resolution. Ensure that proper steps are taken to investigate complaints and resolve timely. Review an original of each complaint received no matter the media used to submit. Discuss the status of resolution of each complaint. Review a cumulative list of complaints submitted to date to review for patterns or other observations. Review at each meeting. 20. The Audit Committee will perform such other functions as assigned by law, the company s charter or bylaws, or the board of directors. Monitor developments in the regulatory, legislative, and legal environments and respond to any new requirements as needed. Review new business, at all meetings
26 Audit Committee Manual The Audit Committee will evaluate the independent auditors and internal auditors. Use information from executive sessions conducted throughout the year. Use a formal assessment tool for each group. Submit recommendations for change in process and procedures. Review after completion of the annual audit. Audit Committee Charter Steps to Accomplish the Objective Deliverable When to Achieve (Frequency Due Date) Date Completed 22. The Audit Committee will review its effectiveness. The Audit Committee will conduct a selfassessment and 360-degree evaluation of all members. Discuss recommendations for improving the effectiveness of the Audit Committee with the board of directors (BOD). Record in BOD minutes. Review annually. 23 Oversee the preparation of an annual report of the Audit Committee as required by the rules of the regulator and the annual affirmation required by the appropriate listing exchange, if necessary. Review and discuss the report prepared. Annual report finalized and issued per the regulator regulations and regulations of the listing exchanges as appropriate. Review annually at the first quarter meeting. (Use this matrix as a sample, and tailor it to your company.)
27 Audit Committee Manual 27 Annex (3): Sample of Audit Committee Agenda for the Year This example assumes a December year-end company that schedules 4 audit committee meetings in connection with quarterly earnings releases. (---- = Recommended, * = As needed) Scheduled Meetings Apr Jul Oct Jan Audit Committee Composition &Meetings -Assess independence and financial literacy of AC Establish number and timing of meetings AC Chair to establish meeting agenda Enhance financial literacy update on current financial events Private executive session with external auditor Private executive session with internal auditors Private executive session with senior management Audit committee responsibilities & Duties -Review mandate Review annual financial statements Review external audit plan Review external auditor s report Review regulatory reports Consider internal controls and financial risks Review interim financial statements and auditors findings Recommend appointment of external auditor Approve audit fees Review auditor independence Discuss year-end audit results Discuss critical accounting policies & management estimates Review internal audit plan Review appointment, performance of internal auditors Review significant internal audit reports * * * Review legal matters with legal counsel * * * Maintain minutes and report to Board Perform self assessment of AC performance and its members Prepare report of AC effectiveness to the Board Review the disclosure of the AC mandate to the shareholders Review financial personnel succession planning Perform other activities as appropriate * * * *
28 Audit Committee Manual 28 Annex (4): Audit Committee Checklist Audit Committee insider checklist How detailed is your audit committee charter? What specific qualifications and background do you require for the committee chair? Are you emphasizing continuing education requirements for committee members? How regularly is the committee in touch with internal audit and the CFO, and how thorough are reports from them? Who writes the committee s agenda? What specific financials are most crucial to your business sector, strategic targets, and company structure? Does the committee meet privately with the external auditor, and how substantive are these discussions? What is your external auditor s personal view of the company s control environment? How involved is your committee in selecting and negotiating with the outside audit firm? Preparation of this manual is sponsored by the International Finance Corporation (IFC).
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