Audit Committee Resolution for the United States

Audit Committee Resolution Template for United States

An Audit Committee Resolution is a formal document that records decisions made by a company's audit committee, typically relating to financial oversight, internal controls, external auditor engagement, and compliance matters. In the United States, these resolutions must comply with SEC regulations, stock exchange listing requirements, and the Sarbanes-Oxley Act, particularly for public companies. The document serves as an official record of committee actions and demonstrates corporate governance compliance.

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What is a Audit Committee Resolution?

Audit Committee Resolutions are essential governance documents used when an audit committee needs to formally document its decisions and actions. These resolutions are particularly important for U.S. public companies subject to SEC oversight and Sarbanes-Oxley requirements. An Audit Committee Resolution may address matters such as approval of financial statements, appointment or removal of external auditors, internal control assessments, or compliance programs. The document must reflect compliance with relevant regulations while clearly articulating the committee's decisions and authorizations.

What sections should be included in a Audit Committee Resolution?

1. Title and Date: Formal identification of the resolution and date of adoption

2. Recitals: Background information including relevant legal requirements from SOX, Securities Exchange Act, and applicable stock exchange rules

3. Resolution Statement: The formal 'RESOLVED' statement outlining the primary decision or action being taken by the Audit Committee

4. Specific Actions: Detailed description of actions to be taken, including compliance measures, reporting requirements, and implementation steps

5. Authorization: Statement authorizing specific individuals to implement the resolution and take necessary actions

What sections are optional to include in a Audit Committee Resolution?

1. Further Resolved Clauses: Additional resolutions related to the main decision, used when multiple related decisions need to be documented

2. Delegation of Authority: Specific delegation of responsibilities to officers or committee members for implementation purposes

3. Compliance Statement: Explicit statement confirming compliance with specific regulatory requirements, particularly useful for SOX-related resolutions

What schedules should be included in a Audit Committee Resolution?

1. Supporting Documentation: Relevant reports, analyses, or recommendations that support the resolution decision

2. Committee Charter Updates: Any modifications or amendments to the audit committee charter, if applicable

3. Relevant Policies: Copies of new or amended policies being approved or referenced in the resolution

4. Regulatory Requirements: Detailed reference to specific sections of SOX, SEC rules, or stock exchange requirements relevant to the resolution

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

United States

Publisher

Genie AI

Document Type

Board Resolution

Cost

Free to use
Industries

Sarbanes-Oxley Act (SOX) 2002: Primary legislation governing audit committees including Section 301 (committee independence), Section 407 (financial expert requirements), and Section 404 (internal control assessment)

Securities Exchange Act 1934: Contains Rule 10A-3 regarding listing standards for audit committees and Regulation S-K covering disclosure requirements

Stock Exchange Requirements: Includes NYSE Listed Company Manual Section 303A and NASDAQ Listing Rule 5600, specifying requirements for listed companies' audit committees

SEC Rules: Comprehensive regulatory framework covering disclosure requirements, independence requirements, and reporting obligations for audit committees

Organizational Documents: Internal company documents including corporate bylaws, audit committee charter, and corporate governance guidelines that must be considered

State Corporate Laws: Relevant state-specific corporate laws, such as Delaware General Corporation Law, governing corporate operations and committee functions

Federal Sentencing Guidelines: Guidelines establishing compliance program requirements and oversight responsibilities for corporate governance

PCAOB Standards: Public Company Accounting Oversight Board standards covering auditing requirements and independence rules for audit committees

Teams

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