An Audit Committee Resolution is a crucial governance document used to formally record decisions made by the audit committee of a company in Hong Kong. This document type is essential for maintaining proper corporate governance records and demonstrating compliance with the Hong Kong Companies Ordinance, HKEx Listing Rules, and other regulatory requirements. The resolution typically covers matters such as approval of financial statements, appointment or removal of auditors, review of internal control systems, risk management matters, and other significant oversight responsibilities. It's particularly important for listed companies and regulated entities, though it's also used by private companies with formal governance structures. The document must be properly executed and maintained as part of the company's corporate records, serving as evidence of the committee's diligent discharge of its duties.
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1. Meeting Details: Date, time, location of the meeting, and method of conducting the meeting (in-person/virtual)
2. Attendance: List of committee members present, absent, and other attendees (e.g., external auditors, management)
3. Quorum: Confirmation that the required quorum was present for valid decision-making
4. Chair: Identification of the meeting's chairperson
5. Previous Minutes: Confirmation of previous meeting minutes' approval
6. Purpose: Clear statement of the meeting's primary purpose and matters to be resolved
7. Deliberations: Summary of key discussions and considerations
8. Resolutions: Formal statements of all resolutions passed, numbered sequentially
9. Voting Results: Record of how the committee voted on each resolution
10. Closure: Time of meeting closure and signature block
1. Declarations of Interest: Required when committee members need to declare any conflicts of interest relevant to the matters being discussed
2. External Advisor Reports: Include when external advisors have provided reports or opinions relevant to the resolutions
3. Risk Assessment: When specific risk considerations need to be documented as part of the decision-making process
4. Dissenting Opinions: Required when any committee member has registered a formal dissent to any resolution
5. Action Items: List of follow-up actions when specific tasks are assigned as a result of the resolutions
1. Schedule 1 - Supporting Documents: List and copies of key documents reviewed in making the resolutions
2. Schedule 2 - Financial Reports: Relevant financial statements or reports discussed during the meeting
3. Schedule 3 - External Auditor's Presentation: Materials presented by external auditors, if applicable
4. Appendix A - Attendance Register: Signed attendance record including both physical and virtual participants
5. Appendix B - Voting Record: Detailed voting record for each resolution, if required by company policy
Authors
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Banking
Insurance
Real Estate
Manufacturing
Technology
Healthcare
Retail
Energy
Telecommunications
Professional Services
Transportation and Logistics
Mining and Resources
Education
Construction
Relevant Teams
Audit
Finance
Legal
Compliance
Risk Management
Corporate Governance
Internal Control
Company Secretariat
Board Support
Corporate Affairs
Relevant Roles
Chief Executive Officer
Chief Financial Officer
Company Secretary
Corporate Governance Officer
Head of Internal Audit
External Auditor
Audit Committee Chairman
Audit Committee Member
Board Director
Compliance Officer
Risk Management Officer
Financial Controller
Legal Counsel
Corporate Secretary
Governance Manager
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