ICA.CH47 Flashcards
duties of audit committee (related to review)
- review annual statement before BoD approval
- review such company returns as superintendent may specify
- review investments & transactions with material adverse events brought to audit committee
duties of BoD
- establish procedures to resolve conflicts of interest
- establish committees to
- audit
- conduct review
- monitor conflict resolution procedures
- setting direction, overall strategy and oversee management
describe audit membership
- may not be officers or employees for the company
- majority must consist of directors not affiliated with the company
duties of audit committee (related to require)
- require management to implement and maintain internal controls
duties of audit committee (related to meet)
- meet with auditor: discuss annual report
- meet with actuary: discuss parts of annual report prepared by actuary
- meet with chief internal auditor: discuss effectiveness of internal controls
list 5 items BoD must present to sharesholders and policyholders at AGM
- FS for most recent 2 years
- auditor’s report
- actuary’s report
- description of roles for auditor & actuary
- anything else required b the by-laws of company
Can CFO be AA?
yes, if
- audit committee writes to OSFI that duties of CFO&AA can be adequately and independently performed
- OSFI authorizes the appointment
ways an actuary may cease to be AA
- appointment revoked by BoD
- resignation
- death
- the person ceases to be an actuary (FCIA designation revoked due to disciplinary action)
what must BoD do upon AA vacancy?
notify OSFI and fill vacancy
what must AA do upon revocation?
- write report outlining circumstances and reasons
- send to BoD and OSFI
what must prospective replacement AA do?
- request written report on circumstances and reasons for prior AA leaving
- if not received within 15 days, new AA appointment may simply be accepted
AA’s right to information and protection from liability
AA may request records & explanations from
- BoD
- officers
- employees
AA can’t be held liable for such good faith requests
reporting requirements of AA to BoD
AA roles & duties 3&4:
- provide report on financial position annually
- provide report on financial condition, usually DCAR
reporting requirement of AA to CEO
AA roles & duties 5:
- report on MAR (Material Adverse Events) that require rectification 纠正
what actions should be taken if no suitable action by company on MAE
send original report on MAE to OSFI & BoD
