HC-3.2 HC-3.2 Audit Committee
HC-3.2.1
The board must establish an audit committee of at least three
directors of which the majority must be independent including the chairman. The committee must:(a) Review thelicensee's accounting and financial policies and practices;(b) Review the integrity of thelicensee's financial and internal controls and financial statements (particularly with reference to information passed to the board - see Paragraph HC-1.2.10). The information needs of the board to perform its monitoring responsibilities must be defined in writing, and regularly monitored by the audit committee;(c) Review thelicensee's compliance with legal requirements;(d) Recommend the appointment, compensation and oversight of thelicensee's external auditor; and(e) Recommend the appointment of the internal auditor.January 2014HC-3.2.2
In its review of the systems and controls framework in Paragraph HC-3.2.1, the audit committee must:
(a) Make effective use of the work of external and internal auditors. The audit committee must ensure the integrity of thelicensee's accounting and financial reporting systems through regular independent review (by internal and external audit). Audit findings must be used as an independent check on the information received from management about thelicensee's operations and performance and the effectiveness of internal controls;(b) Make use of self-assessments, stress tests, and/or independent judgements made by external advisors. The board should appoint supporting committees, and engagesenior management to assist the audit committee in the oversight of risk management; and(c) Ensure thatsenior management have put in place appropriate systems of control for the business of thelicensee and the information needs of the board; in particular, there must be appropriate systems and functions for identifying as well as for monitoring risk, the financial position of thelicensee , and compliance with applicable laws, regulations and best practice standards. The systems must produce information on a timely basis.January 2014HC-3.2.3
The
licensee must set up an internal audit function, which reports directly to the audit committee and administratively to theCEO .January 2014HC-3.2.4
The
CEO must not be a member of the audit committee.January 2014