What is a Audit Committee Resolution?
An Audit Committee Resolution is a critical corporate governance document used to formally record and implement decisions made by a company's Audit Committee in Malaysia. This document type is essential for maintaining proper corporate governance records and ensuring compliance with the Companies Act 2016, Bursa Malaysia Listing Requirements (for listed companies), and the Malaysian Code on Corporate Governance. The resolution is typically used when the Audit Committee needs to make formal decisions about financial reporting, external auditor appointments, internal control systems, risk management frameworks, or compliance matters. It serves as an official record of the committee's deliberations and decisions, and often forms part of the company's corporate governance documentation that may be reviewed by regulators, auditors, or shareholders.
About the Audit Committee Resolution
An Audit Committee Resolution is a formal document that records the decisions and recommendations made by your company's Audit Committee during official meetings. Under Malaysian corporate law, this document serves as crucial evidence of proper governance procedures and regulatory compliance, particularly for companies listed on Bursa Malaysia or operating under the oversight of the Securities Commission Malaysia.
When do you need this document?
You need an Audit Committee Resolution whenever your Audit Committee makes formal decisions that require official documentation. This includes approving annual financial statements, appointing or dismissing external auditors, reviewing internal audit findings, or implementing new risk management policies. Listed companies on Bursa Malaysia must use these resolutions to document committee decisions regarding related party transactions, quarterly financial reviews, and compliance with listing requirements. The resolution is also essential when your committee evaluates the effectiveness of internal controls or approves audit engagement letters with external auditors.
Key legal considerations
Your Audit Committee Resolution must demonstrate compliance with several critical legal requirements. The document should clearly establish that proper quorum was met according to your company's constitution and the Malaysian Code on Corporate Governance, which typically requires at least three members with a majority being independent directors. You must ensure the resolution includes adequate background information for each decision, demonstrates proper deliberation of risks and benefits, and shows consideration of stakeholder interests. The resolution should reference relevant supporting documents such as audit reports, management letters, or financial statements. Additionally, any conflicts of interest must be properly declared and recorded, with affected members abstaining from voting on relevant matters.
Legal requirements in Malaysia
Under the Companies Act 2016, your Audit Committee Resolution must meet specific statutory requirements, particularly regarding financial reporting oversight and auditor independence. For listed companies, Bursa Malaysia Listing Requirements mandate that audit committee decisions be properly documented and disclosed where required. The Malaysian Code on Corporate Governance specifies that your audit committee must comprise at least three members, with the majority being independent directors, and at least one member must be a qualified accountant. Your resolution must demonstrate compliance with Malaysian Institute of Accountants guidelines when making decisions about audit quality and professional standards. The Securities Commission Malaysia also requires that certain audit committee decisions, particularly those affecting investor interests, be properly documented and may need to be disclosed in annual reports or regulatory filings.
Governing law
Applicable law
This Audit Committee Resolution is drafted to comply with Malaysia law. Key legislation includes:
Capital Markets and Services Act 2007: Regulates the capital markets and financial services industry, including requirements for corporate governance and audit committees of public listed companies
Malaysian Code on Corporate Governance (MCCG): Provides principles and best practices for corporate governance, including specific guidance on audit committee composition, duties, and responsibilities
Bursa Malaysia Listing Requirements: Contains specific requirements for audit committees of listed companies, including composition, functions, and reporting obligations
Malaysian Institute of Accountants Guidelines: Professional standards and guidelines that influence audit committee practices and financial reporting requirements
Securities Commission Malaysia Guidelines: Regulatory guidelines that govern corporate governance practices and audit committee requirements for public companies
