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Audit Committee Resolution Template for Australia

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Key Requirements PROMPT example:

Audit Committee Resolution

"I need an Audit Committee Resolution for a newly listed ASX company in the technology sector, to be effective from March 1, 2025, with specific focus on cybersecurity risk oversight and compliance with ASX listing rules."

Document background
The Audit Committee Resolution is a crucial corporate governance document used by Australian companies to establish and empower their audit oversight function. This document becomes necessary when a company, particularly a public company or large proprietary company, needs to formalize its audit oversight arrangements in compliance with the Corporations Act 2001 and relevant regulatory requirements. The resolution typically follows standard Australian corporate governance practices and includes detailed provisions about committee composition, independence requirements, and specific responsibilities regarding financial reporting, external audit relationships, and internal control systems. The document serves as the primary reference point for the committee's authority and operations, often requiring review and updates to reflect changing regulatory requirements or business needs. For ASX-listed companies, the resolution must also align with ASX Listing Rules and Corporate Governance Principles.
Suggested Sections

1. Resolution Date and Title: Formal identification of the document as a board resolution with date and company details

2. Attendance and Quorum: Record of directors present and confirmation of meeting quorum

3. Background: Context for establishing the audit committee, including regulatory requirements and corporate governance objectives

4. Definitions: Key terms used throughout the resolution

5. Establishment of Committee: Formal establishment of the audit committee as a board committee

6. Purpose and Authority: Statement of the committee's purpose and scope of authority delegated by the board

7. Composition: Requirements for committee membership, including size, independence requirements, and qualifications

8. Appointment and Removal: Process for appointing and removing committee members

9. Core Responsibilities: Primary duties including financial reporting oversight, external auditor relationship, and internal controls

10. Meetings: Frequency of meetings, notice requirements, and voting procedures

11. Reporting Requirements: Committee's obligations to report to the board

12. Secretary and Minutes: Appointment of committee secretary and requirements for maintaining minutes

13. Review of Charter: Process and frequency for reviewing and updating the committee charter

Optional Sections

1. Risk Management Oversight: Additional section when the committee is also responsible for risk management functions

2. Compliance Oversight: When the committee has specific compliance monitoring responsibilities

3. Technology and Cybersecurity: For companies where IT governance is part of the audit committee's scope

4. Special Investigations: Procedures for conducting special investigations when required

5. Whistleblower Protection: When the committee has specific whistleblower oversight responsibilities

6. External Expert Advice: Authority and procedures for engaging external experts

7. Committee Performance Evaluation: Process for evaluating the committee's effectiveness when required by governance policies

Suggested Schedules

1. Schedule 1: Committee Charter: Detailed charter outlining the committee's roles, responsibilities, and procedures

2. Schedule 2: Independence Criteria: Detailed criteria for determining member independence

3. Schedule 3: Annual Work Plan: Calendar of regular committee activities and key dates

4. Appendix A: Relevant Legislation: Reference to key legislative requirements affecting the committee's work

5. Appendix B: Risk Assessment Framework: Framework for assessing financial and audit-related risks

6. Appendix C: Reporting Templates: Standard templates for committee reports to the board

Authors

Alex Denne

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

Relevant legal definitions








































Clauses






























Relevant Industries

Financial Services

Banking

Insurance

Mining and Resources

Healthcare

Technology

Retail

Manufacturing

Professional Services

Energy and Utilities

Telecommunications

Real Estate Investment Trusts

Construction and Infrastructure

Education (listed institutions)

Transportation and Logistics

Relevant Teams

Board of Directors

Executive Leadership

Internal Audit

Finance

Legal

Compliance

Risk Management

Corporate Governance

Company Secretariat

External Audit

Regulatory Affairs

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Company Secretary

Board Director

Independent Director

Audit Committee Chair

Risk Committee Member

Head of Internal Audit

External Auditor

Compliance Officer

Corporate Governance Manager

Financial Controller

Risk Manager

Legal Counsel

Regulatory Affairs Director

Industries







Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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