Arham Logistics Limited, a listed company, has duly constituted an Audit Committee. One of the matters considered by the Audit Committee, was quarterly internal audit report. Board was informed by Chairman of the Audit C

CS Professional · Governance, Risk Management, Compliances and Ethics · PYQS · June 2022
Arham Logistics Limited, a listed company, has duly constituted an Audit Committee. One of the matters considered by the Audit Committee, was quarterly internal audit report. Board was informed by Chairman of the Audit Committee that there was no adverse remark reported in the internal audit report. An independent Director requested a copy of internal audit report, which was denied by CFO stating that it is only the prerogative of Audit Committee to consider internal audit report and hence copy of the same need not be placed in the Board meeting or circulated. Based on the above facts, answer the following questions: What is the role of Chairman of the Board of Directors ?

Answer & Explanation:

The Chairman is the executive leader of Board of Directors. The Chairman of the Board of Directors is like the Captain of a Ship who is responsible for steering the Board towards the correct path and taking decisions on important matters. In the case presented, on coming to know about the CFO's mistake, the Chairman should reprimand him and ensure that the CFO undergoes necessary training and educational programmes to apprise himself about the role / responsibilities and powers of the Board of Directors, various board committees and the individual directors. The Chairman should also instruct the CFO to check with the Company Secretary before taking any steps relating to compliance and those relating to terms of reference of various committees and the Board. Chairman should ensure that a copy of the Internal Audit Report is immediately served to the Director who requested for it along with a letter of apology and that the same is also placed before the Board for their noting – mere briefing by the Chairman of the Audit Committee may not suffice.

Topics: Corporate Governance

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