What is a Audit Committee Resolution?
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.
About the Audit Committee Resolution
An Audit Committee Resolution is a formal document that records and implements decisions made by your company's audit committee in Saudi Arabia. This essential corporate governance tool ensures compliance with the Saudi Companies Law (2015) and Capital Market Authority regulations, providing a structured way to document committee decisions and maintain proper corporate records.
When do you need this document?
You need an Audit Committee Resolution whenever your audit committee makes formal decisions requiring documentation and implementation. This includes appointing or dismissing external auditors, approving audit plans and budgets, addressing internal control deficiencies, or implementing new compliance procedures. Listed companies under CMA regulation must use these resolutions to demonstrate proper governance oversight. You'll also need this document when addressing risk management issues, approving financial reporting procedures, or making recommendations to the board of directors regarding audit-related matters.
Key legal considerations
Your Audit Committee Resolution must include specific elements to ensure legal validity and regulatory compliance. The document requires proper committee member attendance records, confirmation of quorum as defined in your company's bylaws, and clear statement of decisions made. Each resolution should reference the relevant legal authority under which the committee operates, whether from the Saudi Companies Law, CMA regulations, or your company's articles of association. You must ensure all committee members have appropriate qualifications as required by CMA Corporate Governance Regulations, particularly the requirement for at least one member with financial expertise. The resolution should clearly state implementation timelines and assign responsibility for execution to specific individuals or departments.
Legal requirements in Saudi Arabia
Saudi Arabian law imposes specific requirements for audit committee operations and documentation. Under the Corporate Governance Regulations (2017), your audit committee must consist of at least three non-executive board members, with the majority being independent. The committee must meet at least four times annually, and all meetings require formal documentation through resolutions. CMA-regulated companies must ensure their audit committee resolutions address mandatory responsibilities including reviewing financial statements, monitoring internal control systems, and overseeing external auditor independence. Your resolutions must comply with SOCPA regulations when addressing professional audit standards and reporting requirements. The Saudi Companies Law requires that all committee decisions affecting company operations be properly authorized and documented, making these resolutions legally necessary for corporate compliance and governance transparency.
Governing law
Applicable law
This Audit Committee Resolution is drafted to comply with Saudi Arabia law. Key legislation includes:
Capital Market Authority (CMA) Law: Regulates the Saudi capital market and listed companies, including requirements for audit committees in listed companies
Corporate Governance Regulations (2017): Detailed regulations issued by CMA specifically addressing corporate governance matters, including comprehensive provisions about audit committee formation, duties, and responsibilities
Saudi Organization for Certified Public Accountants (SOCPA) Regulations: Professional standards and requirements that affect audit committee operations and reporting requirements
Audit Committee Regulation Article 54: Specific article within Corporate Governance Regulations detailing the formation of audit committees, including membership requirements and independence criteria
CMA Guidelines on Audit Committee Composition: Specific guidelines issued by CMA regarding the composition and qualifications of audit committee members
