Annual Audit Manual
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7561 Minutes of meetings
Sep-2022
OAG Guidance
We obtain and review the minutes of meetings of shareholders and those charged with governance (e.g., the Board of Directors, the Audit Committee) held throughout the year and up to the end of the audit. From a review of these minutes, matters of significance can be identified and their effects on the financial statements can be assessed. In particular, we are required to review minutes to identify related party transactions (see guidance at OAG Audit 7532) and potential litigations and claims (see guidance at OAG Audit 7541). Review of minutes may also include senior or executive leadership team or other groups who have responsibility for managing the entity. Review of minutes will assist us in understanding the performance of the entity, in assessing risk and when gathering evidence to respond to assessed risks.
As part of the review process, obtain a representation from management as to the completeness and availability of all minutes of meetings of shareholders, directors and committees of directors. For recent meetings for which minutes have not yet been prepared, we obtain from management a summary of actions taken.
The review of Board and other minutes is performed initially at the scoping stage and updated during and at the end of the audit.
The review of Board and other minutes is performed by a suitably experienced person on the team, preferably the team manager. A suitably experienced person other than the team manager may be an experienced team member who has the appropriate knowledge to review, understand, evaluate and document the most significant matters arising from the review of the Board and other minutes.
Matters to consider when reviewing minutes include the following:
- Transactions such as compensation arrangements, share options;
- Breaches of law and regulations;
- Indications of suspected fraud or irregularity;
- Override of controls by management;
- Control deficiencies reported by management, the internal audit function or regulators;
- Going concern problems;
- Intra-group guarantees;
- Investment transactions;
- Matters arising since the balance sheet date which may affect the financial statements;
- Extent of involvement and actions from those charged with governance;
- Strategic and operational level objectives;
- Implementation and monitoring of anti-fraud programs and controls;
- Financial reporting risk assessment;
- Formal or informal process for assessing climate-related risks.
OAG Guidance
Copies of minutes or detailed extracts ordinarily are not included in the work papers. Limit documentation to a description of the review procedures performed and comments on any findings.” Document any significant matters separately along with the related conclusions reached. Document any additional work arising as a result of reviewing Board and other minutes in the appropriate related procedures.
If there is anything identified during the review of minutes which gives rise to a significant risk, document this risk and specific procedures to address the risk in the Audit Planning Template.