Rotation of auditors (Section 92)
The same individual may not serve as the auditor or designated auditor of a company for more than five consecutive financial years.
If an individual has served as the auditor or designated auditor of a company for two or more consecutive financial years and then ceases to be the auditor or designated auditor, the individual may not be appointed again as the auditor or designated auditor of that company until after the expiry of at least two further financial years.
Rights and restricted functions of auditors (Section 93)
The auditor of a company:
-
Has the right of access at all times to the accounting records and all books and documents, and is entitled to require from the directors or prescribed officers any information and explanations necessary for the performance of the auditor’s duties;
-
The auditor of a holding company, has the right of access to all current and former financial statements of any subsidiary of that holding company and is entitled to require from the directors or officers of the holding company or subsidiary any information and explanations in connection with any such statements and in connection with the accounting records, books and documents of the subsidiary as necessary for the performance of the auditor’s duties;
-
Is entitled to:
-
attend any general shareholders meeting;
-
receive all notices of, and other communications relating to any general shareholders meeting; and
-
be heard at any general shareholders meeting on any part of the business of the meeting that concerns the auditor’s duties or functions.
An auditor may not perform any services that would place the auditor in a conflict of interest.
Audit committees (Section 94)
At each annual general meeting, a public company or state-owned company, or other company that has voluntarily determined to have an audit committee, must elect an audit committee comprising of at least three members, unless:
-
The company is a subsidiary of another company that has an audit committee; and
-
The audit committee of that other company will perform the functions on behalf of that subsidiary company.
Each member of an audit committee of a company must:
-
Be a director of the company;
-
Not be involved in the day-to-day management of the company’s business, or have been so involved at any time during the previous financial year;
-
A prescribed officer, or full-time employee, or have been such an officer or employee at any time during the previous three financial years; or
-
A material supplier or customer of the company, such that a reasonable and informed third party would conclude in the circumstances that the integrity, impartiality or objectivity of that director is compromised by that relationship; and
-
Not be related to any person who falls within any of the above criteria.
The Minister may prescribe minimum qualification requirements for members of an audit committee as necessary to ensure that any such committee, taken as a whole, comprises persons with adequate relevant knowledge and experience to equip the committee to perform its functions.
An audit committee of a company has the following duties:
-
To nominate, for appointment as auditor, a registered auditor who, is independent of the company;
-
To determine the fees to be paid to the auditor and the auditor’s terms of engagement;
-
To ensure that the appointment of the auditor complies with the provisions of this Act and any other legislation relating to the appointment of auditors;
-
To determine the nature and extent of any non-audit services that the auditor may provide to the company, or that the auditor must not provide to the company, or a related company;
-
To pre-approve any proposed agreement with the auditor for the provision of non-audit services to the company;
-
To prepare a report, to be included in the annual financial statements for that financial year:
-
describing how the audit committee carried out its functions;
-
stating whether the audit committee is satisfied that the auditor was independent of the company; and
-
commenting in any way the committee considers appropriate on the financial statements, the accounting practices and the internal financial control of the company;
-
To receive and deal appropriately with any concerns or complaints, whether from within or outside the company, or on its own initiative;
-
To make submissions to the board on any matter concerning the company’s accounting policies, financial control, records and reporting; and
-
To perform other functions determined by the board, including the development and implementation of a policy and plan for a systematic, disciplined approach to evaluate and improve the effectiveness of risk management, control, and governance processes within the company.
Continuation of pre-existing companies (Schedule 5)
As of the general effective date, every pre-existing company that was, immediately before that date incorporated or registered or recognised as an ‘‘existing company’’ in terms of the Companies Act, 1973 (Act No. 61 of 1973), continues to exist as a company, as if it had been incorporated and registered in terms of this Act, with the same name and registration number previously assigned to it.
At any time within two years immediately following the general effective date, a pre-existing company may file, without charge:
-
An amendment to its MOI to bring it in harmony with this Act; and
-
A notice of name change and copy of a special resolution contemplated to alter its name to meet the requirements of this Act.
If, before the general effective date, a pre-existing company had adopted any binding provisions, under whatever style or title, those provisions continue to have the same force and effect:
-
As of the general effective date, for a period of two years, or until changed by the company; and
-
After the two year period, to the extent that they are consistent with this Act.
Dostları ilə paylaş: |
