Companies Act · s 129B

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129B.
(1) Every public company shall have an audit committee.

Companies
CAP. 39 127
(2) An audit committee shall be appointed by the directors from among their number (pursuant to a resolution of the board of directors) and shall be composed of three or more members of whom a majority shall not be -
(a) executive directors of the company or any related corporation;
@)
a spouse, parent, brother, sister, son or adopted son or daughter or adopted daughter of an executive director of the company or of any related corporation; or
(c)
any person having a relationship which, in the opinion of the board of directors, would interfere with the exercise of independent judgment in carrying out the functions of an audit committee.
(3) The members of an audit committee shall elect a chairman from among their number who is not an executive director or employee of the company or any related corporation.
(4) If a member of an audit committee resigns, dies or for any other reason ceases to be a member with the result that the number of members is reduced below three, the board of directors shall, within 3
months of that event, appoint such number of new members as may be required to make up the minimum number of three members.
(5) The functions of an audit committee shall be -
(a) to review -
(i) with the auditor, the audit plan;
(ii) with the auditor, his evaluation of the system of internal accounting controls;
(iii) with the auditor, his audit report;
(iv) the assistance given by the officers of the company to the auditor;
(v) the scope and results of the internal audit procedures; and

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Companies
(vi) the balance sheets of the company and of the parent company, submitted to it by the company or the parent company, and thereafter to submit them to the directors of the company or parent company;
and
(b) to nominate a person or persons as auditor, notwithstanding anything contained in the memorandum and articles of association of the company or under section 13 1, together with such other functions as may be agreed to by the audit committee and the board of directors.
(6) The auditor has the right to appear and be heard at any meeting of the audit committee and shall appear before the audit committee when required to do so by the audit committee.
(7) On the request of the auditor, the chairman of the audit committee shall convene a meeting of the audit committee to consider any matter the auditor believes should be brought to the attention of the directors or shareholders.
(8) Each audit committee may regulate its own procedure and in particular the calling of meetings, the notice to be given of such meetings, the voting and proceedings thereat, the keeping of minutes and the custody, production and inspection of such minutes.
(9) Any reference in this section to a director who is not an executive director of a company is a reference to a director who is not an employee of, and does not hold any other ofice of profit in, the company or in any related corporation of that company in conjunction with his ofice of director and his membership of any audit committee, and any reference to an executive director shall be read accordingly.
(10) If any person being a director of a company -
(a) fails to comply with any provision of this section;
(b) fails to take all reasonable steps to secure compliance by the company with any such provision; or

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CAP. 39 129
(c) has by his own wilful act been the cause of any default by the company of any such provision, he is guilty of an offence and liable on conviction to a fine not exceeding
$5,000 or imprisonment for a term not exceeding 2 years:
Provided that a person shall not be sentenced to imprisonment for an offence under this section unless, in the opinion of the court dealing with the case, the offence was committed wilfully.

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s 129B

(1)

Every public company shall have an audit committee.

Companies

CAP. 39 127

(2)

An audit committee shall be appointed by the directors from among their number (pursuant to a resolution of the board of directors) and shall be composed of three or more members of whom a majority shall not be -

(a)

executive directors of the company or any related corporation;

a spouse, parent, brother, sister, son or adopted son or daughter or adopted daughter of an executive director of the company or of any related corporation; or

(c)

any person having a relationship which, in the opinion of the board of directors, would interfere with the exercise of independent judgment in carrying out the functions of an audit committee.

(3)

The members of an audit committee shall elect a chairman from among their number who is not an executive director or employee of the company or any related corporation.

(4)

If a member of an audit committee resigns, dies or for any other reason ceases to be a member with the result that the number of members is reduced below three, the board of directors shall, within 3

months of that event, appoint such number of new members as may be required to make up the minimum number of three members.

(5)

The functions of an audit committee shall be -

(a)

to review -

(i)

with the auditor, the audit plan;

(ii)

with the auditor, his evaluation of the system of internal accounting controls;

(iii)

with the auditor, his audit report;

(iv)

the assistance given by the officers of the company to the auditor;

(v)

the scope and results of the internal audit procedures; and

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Companies

(vi)

the balance sheets of the company and of the parent company, submitted to it by the company or the parent company, and thereafter to submit them to the directors of the company or parent company;

and

(b)

to nominate a person or persons as auditor, notwithstanding anything contained in the memorandum and articles of association of the company or under section 13 1, together with such other functions as may be agreed to by the audit committee and the board of directors.

(6)

The auditor has the right to appear and be heard at any meeting of the audit committee and shall appear before the audit committee when required to do so by the audit committee.

(7)

On the request of the auditor, the chairman of the audit committee shall convene a meeting of the audit committee to consider any matter the auditor believes should be brought to the attention of the directors or shareholders.

(8)

Each audit committee may regulate its own procedure and in particular the calling of meetings, the notice to be given of such meetings, the voting and proceedings thereat, the keeping of minutes and the custody, production and inspection of such minutes.

(9)

Any reference in this section to a director who is not an executive director of a company is a reference to a director who is not an employee of, and does not hold any other ofice of profit in, the company or in any related corporation of that company in conjunction with his ofice of director and his membership of any audit committee, and any reference to an executive director shall be read accordingly.

(10)

If any person being a director of a company -

(a)

fails to comply with any provision of this section;

(b)

fails to take all reasonable steps to secure compliance by the company with any such provision; or

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CAP. 39 129

(c)

has by his own wilful act been the cause of any default by the company of any such provision, he is guilty of an offence and liable on conviction to a fine not exceeding

$5,000 or imprisonment for a term not exceeding 2 years:

Provided that a person shall not be sentenced to imprisonment for an offence under this section unless, in the opinion of the court dealing with the case, the offence was committed wilfully.