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Financial Reporting and Ethics - The Institute of Chartered ...

Financial Reporting and Ethics - The Institute of Chartered ...

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FINANCIAL REPORTING AND ETHICS(c)(d)Audit committees should not act as a barrier between externalauditors <strong>and</strong> the executive directors or encourage the main boardto abdicate responsibilities in reviewing <strong>and</strong> approving thefinancial statements; <strong>and</strong>Audit committees should be made up <strong>of</strong> strong, independent <strong>and</strong>knowledgeable personalities from different backgrounds.Composition <strong>of</strong> an Audit Committee(a)An audit committee should be established in accordance withSection 330 (3) <strong>of</strong> the Companies <strong>and</strong> Allied Matters Act, Cap.C20, LFN 2004, with not more than one executive director;(b)(c)(d)(e)A majority <strong>of</strong> the non-executive members serving on thecommittee should be independent <strong>of</strong> the company in terms <strong>of</strong>management or business or other relationship, which couldmaterially interfere with the exercise <strong>of</strong> their independentjudgment as committee members;A non-executive director nominated by members <strong>of</strong> an auditcommittee should serve as the chairman;Membership <strong>of</strong> an audit committee should be for a fixed tenure;however, any member is eligible for re-election;<strong>The</strong> secretary <strong>of</strong> the audit committee should be the companysecretary, auditor or such other person nominated by thecommittee.Qualification <strong>and</strong> Experience <strong>of</strong> Members <strong>of</strong> an Audit Committee(a)Members <strong>of</strong> an audit committee should be able to read <strong>and</strong>underst<strong>and</strong> basic financial statements <strong>and</strong> make valuablecontributions to the committee’s deliberation;(b)(c)An audit committee should review not only external auditor’sreport but also, most importantly, the report <strong>of</strong> the internalauditor;Members <strong>of</strong> the committee should possess the following qualities:(i)(ii)(iii)(iv)(v)Integrity;Dedication;Thorough underst<strong>and</strong>ing <strong>of</strong> the business, its products <strong>and</strong>services;Reasonable knowledge <strong>of</strong> the risks facing the company<strong>and</strong> the essential controls which it has in place;Ability to <strong>of</strong>fer new or different perspective <strong>and</strong>constructive suggestions; <strong>and</strong>232

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