APRIL 11, 2016
FRC, shareholders poised for war over audit committee chair … Audit committee chair must be professional accountant — FRC … It’s not necessary, shareholders declare, demand reversal By NKIRUKA NNOROM
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rouble is brewing between the Financial Reporting Council (FRC) and notable shareholder groups in the country over a draft rule by FRC spelling out the qualification individuals aspiring to the position of audit committee chairmen of quoted companies must possess. FRC in the draft rule directed that such persons must be members of certified professional accounting body in the country. The Council based its argument on the premise that
professional accountants are more reliable, saying that their education and training allow for their judgment to be relied upon. However, leaders of renowned shareholder groups have frowned at the guideline, which they describe as unnecessary and called for immediate reversal. According to them, the FRC rules is in contravention of section 359(3) and (6) of Companies and Allied Matters Act, Cap. C20. Controversial rule/guideline The draft rule contained in a circular
titled “Transitional Concessions Agreed between the Nigerian Stock Exchange (NSE) and the Financial Reporting Council of Nigeria (FRC) regarding Rules 1& 2 of the FRC’s Rules” published by the NSE on March 29, 2016, with reference no:NSE/ LARD/LRD/CIR5/16/03/29, states thus: “Chairman of audit committee, to annual report, financial statements, accounts, financial report, returns and other documents of a financial nature, shall be a professional member of an accounting body established by Act of the National Assembly in Nigeria.”
VISIT - From Left: Mr Tony Agenmonmen, 1st Vice President &Vice Chairman National Institute of Marketing of Nigeria (NIMN), Mr Yaw Nsarkoh, Managing Director, Unilever Nigeria plc, Mr Ganiyu Koledoye, President & Chairman of Governing Council, NIMN and; Mrs Nsima Ogedi-Alakwe, Brand Building Director, Foods Unilever Nigeria Plc, during a courtesy visit by executive members of NIMN to Unilever Head Office in Lagos. PHOTO: Kehinde Gbadamosi
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It, however, states that current chairman of the audit committee shall be permitted to attest to accounts of financial nature regardless of whether he is a professional member of an accounting body or not for the current financial year only. The FRC added in the circular that "The foregoing concessionary arrangement shall apply only to entities which in the case of a holding company shall include its subsidiaries): (i) Which are not currently in court with the FRC and/or having any of its director(s) currently holding FRCN numbers that have been suspended by the FRC. Every subsequent annual report, financial statements, accounts, financial report, returns and other documents of a financial nature of the audit committee shall be attested to by a chairman who is a professional member of an accounting body established by Act of National Assembly in Nigeria in compliance with FRC Rule 2.” Again, the FRC in its ACT No. 6 2011 expressly reaffirmed the above position on qualification of audit committee chairman, warning that certifications that do not comply with the Council’s pronouncement shall be deemed as non-compliance with its rule and capable of rendering the financial statements misleading. “Appropriate penalties as provided for in the FRC Act, 2011 and the FRC Guidelines/ Regulations for Inspection and Monitoring of Reporting Entities 2014 shall apply,” it warned. Provisions of CAMA Relevant sections of Companies and Allied Matters Act - Section 359 (3 & 4), that relate to qualification and experience of audit committee Continues on page 18