The purpose of the Risk and Audit Committee is to identify areas, monitor and manage risk. The Committee is to oversee report and make recommendations to the general assembly in respect of financial and non-financial risks faced by AMCOA to the general assembly.

Subject to the powers and duties of the AMCOA, the GA, hereby delegates to the Committee the following powers and duties to be performed by the committee on behalf of and for AMCOA. The Committee shall carry out:

External Audit

  1. to assess annually the qualification, expertise and resources, and independence of the external auditor, taking account of relevant Ethical Standards and ensuring that key partners are rotated at appropriate intervals;
  2. to assess annually the effectiveness of the audit process;
  3. to review with management the audit fee and audit engagement letter and to ensure that the provision of non‑audit services does not impair the external auditor’s independence or objectivity;
  4. to discuss with the external auditor, before the audit commences, the nature and scope of the audit and to review the auditor’s quality control procedures and steps taken by the auditor to respond to changes in regulatory and other requirements;
  5. to make appropriate recommendations, if considered necessary, to the designated members regarding the continuation of the external auditor, to oversee the selection process for new auditors and, if an auditor resigns, to investigate the issues leading to this and decide whether any action is required;
  6. to consider the need to include the risk of withdrawal of the external auditor from the market in the Committee’s risk assessment process;
  7. to review the external auditor’s management letter and management’s response;

Internal Controls and Internal Audit

  1. to review the effectiveness of the firm’s internal control framework,
  2. to monitor and review the effectiveness of the internal audit function, to review the internal audit programme and internal auditor’s reports, and to seek such assurance as it may deem appropriate that the function is independent, adequately resourced and has appropriate standing within the organisation;
  3. to consider management’s response to any recommendations made by the external auditor or internal audit and review with internal audit and the external auditor any fraudulent or illegal acts, deficiencies in internal control or other similar issue, including reviewing the results of management’s investigation and follow up of any fraudulent acts

Risk management

  1. to review the effectiveness of the organisation’s management framework, in relation to the core strategic objectives of the organisation;
  2. to review regular risk management reports from management which enable the Committee to consider the process established by the management committee for risk identification and management, assess the risks involved in the organisations business and how they are controlled and monitored by management.
  3. to monitor and review the effectiveness of the risk management function, and to seek such assurance as it may deem appropriate that the function is adequately resourced and has appropriate standing within the organisation;
  4. to consider the risks associated with proposed strategic acquisitions or disposals;
  5. to review financial and administrative policies from time to time;
  6. to review the status, monitoring of and procedures for dealing with troublesome practice matters and the insurance arrangements;
  7. to review tax compliance and tax planning initiatives of the organisation;
  8. to review the firm’s procedures for handling allegations from whistle blowers from time to time
  9. to review the organisation’s procedures concerning the prevention and detection of fraud and financial crime
  10. to review the organisation’s arrangements for regulatory compliance and consider any material findings from regulatory reviews

Annual financial statements

  • To review, and challenge where necessary, the actions and judgement of management in relation to the annual financial statements, paying particular attention to:
      1. critical accounting policies and practices, and any changes in them
      2. decisions requiring a major element of judgement
      3. the extent to which the financial statements are affected by any unusual transactions in the year and how they are disclosed
      4. the clarity of disclosures
      5. significant adjustments resulting from the audit
      6. the going concern assumption
      7. compliance with accounting standards and related guidance
      8. compliance with other legal requirements;
  • to review management’s statement on internal control systems prior to endorsement by the general assembly, the effectiveness of the firm’s internal control systems and procedures for compliance and whether management has discharged its duty to have an effective internal control system;
  • to review the content of the Annual Report;
  • where requested by the GA, to provide advice on whether the Annual Report and financial statements, taken as a whole, is fair, balanced and understandable and provides the information necessary to assess the organisation’s performance, business model and strategy.

REPORTING RESPONSIBILITY

  1. The Committee shall report to the GA at its regular meetings on its proceedings on all matters within its mandate;
  2. The Committee shall make whatever recommendations it deems appropriate to GA on any area within its remit where action or improvement is necessary;
  3. The Committee shall, at least once a year review its own performance, constitution and Terms of Reference to ensure it is operating at maximum effectiveness and recommend any changes its considers necessary to the GA for approval.
  1. The Audit and Risk Committee (the “Committee”) is appointed by the general assembly of the AMCOA.
  2. The committee will be made up of four members and three shall form a quorum.
  3. AMCOA Members who are not members of the Committee may attend meetings where relevant after first liaising with the Committee Chair.
  4. The Chair of the Committee shall be appointed by the committee members. In his absence, the members present at the meeting shall appoint one of them to act as a Chairman of the meeting;
  5. In order to perform his or her role effectively, each Committee member should obtain an understanding of the detailed responsibilities of the Committee membership.
  6. The committee shall hold office for two years. The Vacancies, which may occur in the Committee, shall be filled in the same manner, as was the case with the member who vacated that seat. The replacing member shall hold office for the remaining portion of the Committee’s term of office.

The Committee shall not hold fewer than two (2) meeting in a year, but shall hold such number of meetings as may be requested to meet its responsibilities and shall meet at the call of Chairman of the Committee.

  1. The quorum for meeting shall be (3) members, present in person or by telephone or other telecommunication device that permits all persons participating in the meeting to speak and hear each other.
  2. The Committee shall co-opt officers of AMCOA which it deems necessary to attain information or assistance.
  3. The Committee shall meet with the external and internal auditor at least once a year without the presence of management.
  4. Any matter voted upon shall be decided by the majority of the votes cast on the question.In the event of an equality of votes, the Chairman of the Committee shall be entitled to a record or deciding vote.
  5. The Committee may in consultation with MANCO at AMCOA’s expense, obtain outside legal or other professional advice on any matter within its Terms of Reference.
  1. Prof. Benjamin Wilson Landuleni (Namibia) – Chair
  2. Dr. Zindonga Bungu (Zimbabwe) –  Member
  3. Dr. Ivan Kisuule (Uganda)- Member
  4. Ms. Moustapha Oluwatoyin Sakeenah (Nigeria) – Member
  5. Mr. Reuel Makhubela (South Africa) – Member
Secretariat
  1. Hannah Mugo (Kenya) Committee Coordinator
  2. James Ndiwa (Kenya) – Committee Coordinator

MANDATE

The purpose of the Risk and Audit Committee is to identify areas, monitor and manage risk. The Committee is to oversee report and make recommendations to the general assembly in respect of financial and non-financial risks faced by AMCOA to the general assembly.

Appointment and membership

  1. The Audit and Risk Committee (the “Committee”) is appointed by the general assembly of the AMCOA.
  2. The committee will be made up of four members and three shall form a quorum.
  3. AMCOA Members who are not members of the Committee may attend meetings where relevant after first liaising with the Committee Chair.
  4. The Chair of the Committee shall be appointed by the committee members. In his absence, the members present at the meeting shall appoint one of them to act as a Chairman of the meeting;
  5. In order to perform his or her role effectively, each Committee member should obtain an understanding of the detailed responsibilities of the Committee membership.
  6. The committee shall hold office for two years. The Vacancies, which may occur in the Committee, shall be filled in the same manner, as was the case with the member who vacated that seat. The replacing member shall hold office for the remaining portion of the Committee’s term of office.