The Board Resolution Appointment of Auditor is a crucial corporate governance document required under Nigerian law for all registered companies. It is used when a company needs to appoint or reappoint an external auditor, as mandated by the Companies and Allied Matters Act (CAMA) 2020. The document becomes necessary annually at the company's Annual General Meeting, when there's a casual vacancy in the office of auditor, or when changing auditors. The resolution must include specific details about the appointed audit firm, their qualifications, the terms of appointment, and remuneration arrangements. It serves as official evidence of compliance with statutory requirements and must be filed with the Corporate Affairs Commission. For listed companies, additional requirements from the Securities and Exchange Commission must be reflected in the resolution.
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1. Company Details: Full legal name of the company, registration number, and registered address
2. Meeting Details: Date, time, location of the board meeting, and details of directors present
3. Quorum Confirmation: Statement confirming that the required quorum was present as per the company's articles
4. Background: Brief context explaining the need for appointing an auditor (annual requirement, vacancy, etc.)
5. Resolution Text: Formal resolution text appointing the named audit firm, including their registration details and professional qualifications
6. Terms of Appointment: Duration of appointment and scope of audit services
7. Remuneration: Authority for fixing the auditor's remuneration
8. Authorization: Authority given to specific officers to execute necessary documents and file required returns
9. Closure: Signature block for Chairman/Company Secretary and date of resolution
1. Previous Auditor Details: Required when replacing an existing auditor, including reason for change and confirmation of proper notice
2. Special Notices: Include when there are specific notices received from shareholders proposing the appointment
3. Regulatory Compliance: Additional paragraphs for listed companies confirming compliance with SEC requirements
4. Group Considerations: Required for companies within a group structure, addressing group audit arrangements
5. Conflict Declarations: Statements confirming no conflicts of interest, required in cases where potential conflicts need to be addressed
1. Auditor's Consent Letter: Written consent from the proposed audit firm accepting the appointment
2. Auditor's Qualifications: Details of the audit firm's professional qualifications and ICAN membership
3. Notice of Resignation: If applicable, the resignation letter from the previous auditor
4. Fee Schedule: Optional attachment detailing the agreed audit fees and payment terms
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