CmaBylaw
Executive Bylaws
5-6 Of Module Fifteen: Corporate Governance
Section: Chapter Five: Rule IV: Safeguard the Integrity of Financial Reporting
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Wednesday, 15 February 2017
Below are the audit committee main features: 1. The Board of Directors shall form an audit committee, in which the number of members shall not be less than three, provided that at least one of members shall be independent. The Board chairman or Executive Members of a Board of Directors shall not be members in such committee. 2. The committee shall include at least a member of educational qualification and/or practical experience in the accounting and financial fields and such committee shall be entitled to outsource external expertise, based on the approval by the Board of Directors. 3. The Board of Directors shall specify the membership term of the committee members and its mechanisms of its operation. 4. In case of any conflicts between the recommendations of the audit committee and the resolutions of the Board of Directors, including refusal by the Board of Directors to follow such committee recommendations in relation to external Auditors and/ or internal auditor, the Board of Directors shall include in the governance report a statement detailing clearly such recommendations and reasons of noncompliance therewith by the Board of Directors. 5. The audit committee may consult, at the company’s expense, with an independent consulting entity. 6. The audit committee shall meet regularly four times at least quarterly per annum and it shall prepare the minutes thereof. 7. Regular meetings shall be held periodically with external Auditors and four times at least with the internal auditor. In addition, the internal auditor and external Auditor shall be entitled to request meeting with the committee if the work so requires without the presence of the executive management.
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