Ineffective audit committee
The audit committee’s terms of reference and minutes indicated that the audit
committee was almost entirely concerned with matters directly concerning the accounts
and the figures. There was no concern with risk management and internal control. The
audit committee should be comprised of only non-executive directors. The HIH audit
committee was regularly attended by all directors including executive directors. The
non-executive directors rarely met with the auditors in the absence of management to
discuss contentious matters or areas of concern.
It is necessary for such meetings to take place so as to enable the board to determine
whether it can safely rely upon what management is telling it. Such meetings should
occur regularly so that the board can consider the issues carefully. The audit committee
could not and did not ask the right questions.