An Audit Committee Resolution is a crucial corporate governance document used in Philippine companies to formally document and implement decisions made by the Audit Committee. This document type is specifically required under Philippine corporate law, particularly for publicly listed companies and regulated entities. The resolution format follows strict requirements set by the Securities and Exchange Commission (SEC) and must align with the Revised Corporation Code of the Philippines. Audit Committee Resolutions are typically used for approving financial statements, appointing or changing external auditors, establishing internal control measures, addressing audit findings, or implementing new compliance procedures. The document serves as both a legal record and a governance tool, demonstrating the committee's fulfillment of its fiduciary duties and compliance with regulatory requirements.
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1. Resolution Header: Formal title, company name, and resolution number
2. Meeting Details: Date, time, location, and attendance details of the audit committee meeting
3. Quorum Verification: Confirmation that the required number of committee members are present
4. Recitals: Background information and reasons for the resolution using WHEREAS clauses
5. Resolution Statement: The formal RESOLVED clause stating the main decision or action being approved
6. Authority Grant: Authorization of specific individuals to implement the resolution
7. Certification: Statement certifying the resolution's approval and authenticity
8. Signatures: Space for committee members' signatures and dates
1. Special Considerations: Additional clauses for specific circumstances requiring detailed explanation or special procedures
2. Voting Results: Detailed breakdown of the committee vote when required for contentious matters
3. Dissenting Opinions: Record of any opposing views from committee members, if applicable
4. Compliance Statement: Specific reference to relevant regulations or corporate policies being addressed
5. Implementation Timeline: Specific dates and deadlines for implementing the resolution's decisions
6. Budget Implications: Financial impact and budget allocations when the resolution involves monetary decisions
1. Schedule A - Supporting Documents: List of relevant documents reviewed by the committee in making their decision
2. Schedule B - Action Items: Detailed list of specific tasks, responsible parties, and deadlines arising from the resolution
3. Schedule C - Related Policies: Reference to specific company policies or procedures affected by the resolution
4. Appendix 1 - Technical Reports: Any technical or financial reports referenced in the resolution
5. Appendix 2 - Legal Requirements: Relevant excerpts from laws or regulations that the resolution addresses
6. Appendix 3 - Committee Charter References: Specific sections of the Audit Committee Charter relevant to the resolution
Authors
Relevant legal definitions
Clauses
Relevant Industries
Financial Services
Banking
Insurance
Public Listed Companies
Manufacturing
Real Estate
Healthcare
Energy
Telecommunications
Retail
Mining
Construction
Technology
Transportation and Logistics
Relevant Teams
Internal Audit
Finance
Legal
Compliance
Risk Management
Corporate Secretariat
Corporate Governance
Treasury
Board Secretariat
External Affairs
Relevant Roles
Chief Financial Officer
Audit Committee Chairman
Board Director
Corporate Secretary
Compliance Officer
Internal Audit Director
External Auditor
Chief Executive Officer
Risk Management Officer
Finance Director
Legal Counsel
Company President
Treasury Manager
Financial Controller
Corporate Governance Officer
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