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.
About the Audit Committee Resolution
An Audit Committee Resolution serves as the formal record of decisions made by your company's audit committee, providing essential documentation for corporate governance and regulatory compliance. Under United States law, these resolutions are critical for public companies subject to Sarbanes-Oxley Act requirements, SEC oversight, and stock exchange listing standards. The document creates a permanent legal record of the committee's deliberations and authorizations, ensuring transparency and accountability in your company's financial oversight processes.
When do you need this document?
You need an Audit Committee Resolution whenever your audit committee makes significant decisions requiring formal documentation. This includes approving annual financial statements, selecting or dismissing external auditors, authorizing internal audit plans, or implementing compliance programs. Public companies must use these resolutions to document compliance with SOX Section 404 internal control requirements and to satisfy stock exchange governance standards. The resolution is also essential when addressing audit findings, approving non-audit services from your external auditor, or establishing policies for whistleblower complaints under SOX Section 301.
Key legal considerations
Your Audit Committee Resolution must demonstrate compliance with independence requirements under SOX Section 301 and applicable stock exchange rules. The resolution should clearly identify committee members and confirm their independence status, as required by NYSE Listed Company Manual Section 303A or NASDAQ Listing Rule 5600. Include specific reference to the committee's charter and authority to act on behalf of the board of directors. When appointing auditors, ensure the resolution addresses pre-approval of audit and non-audit services as mandated by SOX. The document must also reflect proper quorum requirements and voting procedures as outlined in your corporate bylaws.
Legal requirements in United States
Under the Sarbanes-Oxley Act, your Audit Committee Resolution must comply with Section 407 requirements for financial expertise among committee members. The resolution should reference compliance with SEC Rule 10A-3 regarding audit committee responsibilities and independence standards. For listed companies, ensure the resolution aligns with your applicable stock exchange requirements, including NYSE or NASDAQ governance standards. The document must be properly executed according to your state of incorporation's corporate law requirements and maintained as part of your corporate records. Additionally, certain audit committee actions documented in resolutions may require disclosure under SEC Regulation S-K, particularly regarding auditor changes or internal control material weaknesses.
Governing law
Applicable law
This Audit Committee Resolution is drafted to comply with United States law. Key legislation includes:
- 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
