The Audit Committee Resolution is a crucial corporate governance document used by Australian companies to establish and empower their audit oversight function. This document becomes necessary when a company, particularly a public company or large proprietary company, needs to formalize its audit oversight arrangements in compliance with the Corporations Act 2001 and relevant regulatory requirements. The resolution typically follows standard Australian corporate governance practices and includes detailed provisions about committee composition, independence requirements, and specific responsibilities regarding financial reporting, external audit relationships, and internal control systems. The document serves as the primary reference point for the committee's authority and operations, often requiring review and updates to reflect changing regulatory requirements or business needs. For ASX-listed companies, the resolution must also align with ASX Listing Rules and Corporate Governance Principles.
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1. Resolution Date and Title: Formal identification of the document as a board resolution with date and company details
2. Attendance and Quorum: Record of directors present and confirmation of meeting quorum
3. Background: Context for establishing the audit committee, including regulatory requirements and corporate governance objectives
4. Definitions: Key terms used throughout the resolution
5. Establishment of Committee: Formal establishment of the audit committee as a board committee
6. Purpose and Authority: Statement of the committee's purpose and scope of authority delegated by the board
7. Composition: Requirements for committee membership, including size, independence requirements, and qualifications
8. Appointment and Removal: Process for appointing and removing committee members
9. Core Responsibilities: Primary duties including financial reporting oversight, external auditor relationship, and internal controls
10. Meetings: Frequency of meetings, notice requirements, and voting procedures
11. Reporting Requirements: Committee's obligations to report to the board
12. Secretary and Minutes: Appointment of committee secretary and requirements for maintaining minutes
13. Review of Charter: Process and frequency for reviewing and updating the committee charter
1. Risk Management Oversight: Additional section when the committee is also responsible for risk management functions
2. Compliance Oversight: When the committee has specific compliance monitoring responsibilities
3. Technology and Cybersecurity: For companies where IT governance is part of the audit committee's scope
4. Special Investigations: Procedures for conducting special investigations when required
5. Whistleblower Protection: When the committee has specific whistleblower oversight responsibilities
6. External Expert Advice: Authority and procedures for engaging external experts
7. Committee Performance Evaluation: Process for evaluating the committee's effectiveness when required by governance policies
1. Schedule 1: Committee Charter: Detailed charter outlining the committee's roles, responsibilities, and procedures
2. Schedule 2: Independence Criteria: Detailed criteria for determining member independence
3. Schedule 3: Annual Work Plan: Calendar of regular committee activities and key dates
4. Appendix A: Relevant Legislation: Reference to key legislative requirements affecting the committee's work
5. Appendix B: Risk Assessment Framework: Framework for assessing financial and audit-related risks
6. Appendix C: Reporting Templates: Standard templates for committee reports to the board
Relevant legal definitions
AASB
Annual Financial Report
ASIC
ASX
ASX Listing Rules
Audit Committee
Audit Committee Charter
Auditor Independence
Auditing Standards
Board
Chair
Committee
Committee Meeting
Company
Company Secretary
Compliance Framework
Constitution
Corporations Act
Director
External Auditor
Financial Reports
Financial Statements
Financial Year
Independent Director
Internal Audit Function
Internal Control Framework
Material Risk
Member
Non-audit Services
Quorum
Related Party Transaction
Resolution
Risk Management Framework
Secretary
Senior Management
Significant Transaction
Special Investigation
Subsidiary
Terms of Reference
Whistleblower Policy
Annual Financial Report
ASIC
ASX
ASX Listing Rules
Audit Committee
Audit Committee Charter
Auditor Independence
Auditing Standards
Board
Chair
Committee
Committee Meeting
Company
Company Secretary
Compliance Framework
Constitution
Corporations Act
Director
External Auditor
Financial Reports
Financial Statements
Financial Year
Independent Director
Internal Audit Function
Internal Control Framework
Material Risk
Member
Non-audit Services
Quorum
Related Party Transaction
Resolution
Risk Management Framework
Secretary
Senior Management
Significant Transaction
Special Investigation
Subsidiary
Terms of Reference
Whistleblower Policy
Clauses
Establishment
Authority
Composition
Independence
Appointment
Termination
Duties and Responsibilities
Financial Reporting
External Audit
Internal Audit
Risk Management
Compliance
Meetings
Quorum
Voting
Minutes
Reporting
Access to Information
External Advice
Confidentiality
Conflicts of Interest
Performance Evaluation
Charter Review
Resources
Secretary
Whistleblower Protection
Related Party Transactions
Document Retention
Amendment
Governing Law
Authority
Composition
Independence
Appointment
Termination
Duties and Responsibilities
Financial Reporting
External Audit
Internal Audit
Risk Management
Compliance
Meetings
Quorum
Voting
Minutes
Reporting
Access to Information
External Advice
Confidentiality
Conflicts of Interest
Performance Evaluation
Charter Review
Resources
Secretary
Whistleblower Protection
Related Party Transactions
Document Retention
Amendment
Governing Law
Relevant Industries
Financial Services
Banking
Insurance
Mining and Resources
Healthcare
Technology
Retail
Manufacturing
Professional Services
Energy and Utilities
Telecommunications
Real Estate Investment Trusts
Construction and Infrastructure
Education (listed institutions)
Transportation and Logistics
Relevant Teams
Board of Directors
Executive Leadership
Internal Audit
Finance
Legal
Compliance
Risk Management
Corporate Governance
Company Secretariat
External Audit
Regulatory Affairs
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Company Secretary
Board Director
Independent Director
Audit Committee Chair
Risk Committee Member
Head of Internal Audit
External Auditor
Compliance Officer
Corporate Governance Manager
Financial Controller
Risk Manager
Legal Counsel
Regulatory Affairs Director
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