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

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CORPORATE GOVERNANCE(vi)Inquisitiveness <strong>and</strong> dependable judgment.Terms <strong>of</strong> Refereference ence for Audit Committee(a)In line with Section 359 (6) (a-e) <strong>of</strong> the Companies <strong>and</strong> AlliedMatters Act, Cap. C20, LFN 2004, the committee should be giventerms <strong>of</strong> reference;(b)(c)<strong>The</strong> performance <strong>of</strong> the committee <strong>and</strong> its members should beevaluated periodically, as could be decided by the company; <strong>and</strong><strong>The</strong> committee should maintain constructive dialogue betweenthe external auditors <strong>and</strong> the board; enhance the credibility <strong>of</strong>the financial disclosures <strong>and</strong> the interest <strong>of</strong> the shareholders.Meetings <strong>of</strong> an Audit Committee(a)<strong>The</strong> number <strong>of</strong> members <strong>of</strong> an audit committee will determinethe quorum for the meetings <strong>and</strong> it should be specified in theterms <strong>of</strong> reference <strong>of</strong> the committee;(b)(c)<strong>The</strong> committee has to meet at least three (3) times in a year;<strong>The</strong> committee should hold a meeting with the external auditorsat least once a year, without the presence <strong>of</strong> any executive member<strong>of</strong> the board.11.9.12Enforcement <strong>and</strong> ComplianceAs can be appreciated from the above, the enforcement <strong>of</strong> good corporategovernance is more <strong>of</strong> self-regulatory effort than statutory backing inthe UK, USA <strong>and</strong> internationally. Large institutional investors tend toexert pressure upon companies to improve on corporate governance. Ithas generally been argued that in this issue, voluntary compliance shouldbe encouraged. Where it becomes necessary <strong>and</strong> applicable, appropriatesanctions should be applied. This is the position adopted by the Securities<strong>and</strong> Exchange Commission (SEC) <strong>and</strong> Corporate Affairs Commission (CAC)in the enforcement <strong>of</strong> compliance with corporate governance Code <strong>of</strong>Best Practices in Nigeria.11.10 THE CODE OF PROFESSIONAL CONDUCT OF THE INSTITUTE OFCHARTERED ACCOUNTANTS ANTS OF NIGERIA11.10.1 <strong>The</strong> <strong>Institute</strong> <strong>of</strong> <strong>Chartered</strong> Accountants <strong>of</strong> Nigeria <strong>of</strong>fers a lot <strong>of</strong>guidelines for members to diligently adhere to in its “Rules <strong>of</strong>Pr<strong>of</strong>essional Conduct for Members.” <strong>The</strong> Code is introduced by theexpression, “Guidance Not Exhaustive.” It directs that members shouldbe guided not just by the terms, but also by the spirit <strong>of</strong> the Code. Members233

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