Audits Under The Companies and Allied Matters Act (CAMA) 2020

This article will be focused on the auditors under the Companies and Allied Matters Act (CAMA) 2020, particularly the topics of :-

– The duties and powers of an auditor under the act

– The required qualification of auditors under the act

– The audit committee

– Exemption of companies from audit requirements.

What are the provisions of the act on the appointment of auditors?

The act provides that :- 

-Every company shall at each annual general meeting appoint an auditor or auditors to audit the financial statements of the company, and to hold office from the conclusion of that, until the conclusion of the next, annual general meeting.

-At any annual general meeting a retiring auditor, however appointed, shall be re-appointed without any resolution being passed unless- 

(a) he is not qualified for re-appointment ;

(b) a resolution has been passed at that meeting appointing some other person instead of him or providing expressly that he shall not be re-appointed ; or 

(c) he has given the company notice in writing of his unwillingness to be re- appointed: Provided that where notice is given of an intended resolution to appoint some person or persons in place of a retiring auditor, and by reason of the death, incapacity or disqualification of that person or of all those persons, as the case may be, the resolution cannot be proceeded with, the retiring auditor shall not be automatically re-appointed by virtue of this subsection.

-Where at an annual general meeting, no auditors are appointed or reappointed, the directors may appoint a person to fill the vacancy. 

-The company shall, within one week of the power of the directors under the act becoming exercisable, give notice of that fact to the Corporate Affairs Commission; and if a company fails to give notice as required by this subsection, the company and every officer of the company shall be liable to a penalty as the Commission shall specify in its regulations. 

-The first auditors of a company may be appointed by the directors at any time before the company is entitled to commence business and auditors so appointed hold office until the conclusion of the next annual general meeting, provided that-

(a) the company may at a general meeting remove any such auditors and appoint in their place any other person who has been nominated for appointment by any member of the company and of whose nomination notice has been given to the members of the company at least 14 days before the date of the meeting ; and

(b) if the directors fail to exercise their powers under this subsection, the company may, in a general meeting convened for that purpose, appoint the first auditors and thereupon the said powers of the directors ceases.

When is a company exempt from audit requirements under the act? 

A company is exempt from the requirements of this Act relating to the audit of accounts in respect of a financial year if-

(a) it has not carried on any business since its incorporation ; or 

(b) it is a small company within the meaning of section 394. 

A company is not entitled to an exemption under subsection (1) if it was at any time within the financial year in question an insurance company, a bank or any other company as may be prescribed by the Corporate Affairs Commission.

What is the basic required qualification of auditors under the act? 

The act provides that:-

– The provisions of any Act establishing a body of accountants shall have effect in relation to any investigation or audit for the purpose of this Act and none of the following persons is qualified for appointment as auditor of a company,- 

(a) an officer or servant of the company, 

(b) a person who is a partner of or in the employment of an officer or servant of the company, or

(c) a body corporate. 

– References in the provision mentioned above to an officer or servant shall be construed as not including references to an auditor. 

-In the application of this provision, the disqualification extends and applies to persons who in respect of any period of an audit were in the employment of the company or were connected therewith in any manner. 

-A person does not qualify for appointment as an auditor of a company if he is-

(a) disqualified for appointment as auditor of any other body corporate which is that company’s subsidiary or holding company or a subsidiary of that company’s holding company, or would be so disqualified if the body corporate were a company ; 

(b) a debtor to the company or to a company that is deemed to be related to the company by virtue of interest in shares, in an amount exceeding N500,000;

(c) a shareholder or spouse of a shareholder of a company whose employee is an officer of the company ;

(d) a person who is or whose partner, employee or employer is responsible for the keeping of the register of holders of debentures of the company ; 

(e) an employee of or consultant to the company who has been engaged for more than one year in the maintenance of any of the company’s financial records or preparation of any of its financial statements ; or

(f ) under the act, disqualified for appointment as auditor of any other body corporate which is that company’s subsidiary or holding company or a subsidiary of that company’s holding company, or would be so disqualified if the body corporate were a company.

– Notwithstanding other provisions of the act, a firm is qualified for appointment as auditor of a company if, all the partners are qualified for appointment as auditors of the company. 

– A person shall not act as auditor of a company when he knows that he is disqualified for appointment to that office and if an auditor of a company, to his knowledge, becomes so disqualified during his term of office, he shall thereupon vacate his office and give notice in writing to the company that he has vacated it by reason of that disqualification.

-A person who acts as auditor in contravention of the act, or fails without reasonable excuse to give notice of vacating his office as required by that subsection commits an offence and is liable to a penalty as the Commission shall specify in its regulations .

What are the provisions of the act regarding corporate responsibility for financial reports?

Under the act, the chief executive officer and chief financial officer of a company other than a small company or persons performing similar functions shall certify in each audited financial statement that the –

(a) officer who signed the audited financial statements has reviewed them, and based on the officer’s knowledge the –

(i) audited financial statements do not contain any untrue statement of material fact or omit to state a material fact, which would make the statements misleading, in the light of the circumstances under which such statement was made, and

(ii) audited financial statements and all other financial information included in the statements fairly present, in all material respects, the financial condition and results of operation of the company as of and for, the periods covered by the audited financial statements ;

(b) officer who signed the audited financial statements- 

(i) is responsible for establishing and maintaining internal controls and has designed such internal controls to ensure that material information relating to the company and its subsidiaries is made known to the officer by other officers of the companies, particularly during the period in which the audited financial statement report is being prepared,

(ii) has evaluated the effectiveness of the company’s internal controls within 90 days prior to the date of its audited financial statements, and 

(iii) certifies that the company’s internal controls are effective as of that date ;

(c) officer who signed the audited financial statements disclosed to the company’s auditors and audit committee-

(i) all significant deficiencies in the design or operation of internal controls which could adversely affect the company’s ability to record, process, summarise and report financial data, and has identified for the company’s auditors any material weaknesses in internal controls, and 

(ii) whether or not, there is any fraud that involves management or other employees who have a significant role in the company’s internal control ; and

(d) officer who signed the report, has indicated in the report, whether or not, there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of their evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Where a managing director, chief financial officer or person performing similar functions fails to discharge the duty imposed on him under this section, he commits an offence and is liable on conviction to a penalty as the Corporate Affairs Commission shall specify in its regulations.

What are the powers and duties of auditors under the act?

-The company’s auditors shall, in preparing their report to carry out such investigations as may enable them to form an opinion whether- 

(a) proper accounting records have been kept by the company and proper returns adequate for their audit have been received from branches not visited by them ; or 

(b) the company’s balance sheet and (if not consolidated) its profit and loss account are in agreement with the accounting records and returns. 

-If the auditors are of the opinion that proper accounting records have not been received from branches not visited by them, or if the balance sheet and (if not consolidated) the profit and loss account are not in agreement with the accounting records and returns, the auditors shall state that fact in their report.

-Every auditor of a company has a right of access at all times to the company’s books, accounts and vouchers, and be entitled to require from the company’s office such information and explanations as he thinks necessary for the performance of the auditor’s duties.

-If the requirements of Part V and VI of the Second Schedule and Parts I and II of the Third Schedule to this Act are not complied with in the accounts, it is the auditors’ duty to include in their report, so far as they are reasonably able to do so, a statement giving the required particulars.

-The auditors’ shall consider whether the information given in the directors’ report for the year for which the accounts are prepared is consistent with those accounts, and if they are of opinion that it is not, they shall state that fact in their report.

What are the provisions of the act regarding improper influence on the conduct of an audit? 

Under the act, it shall be an offence for any officer, insider, director of a company, or any other person acting under the direction of such officer, insider or director, to take any action to influence, coerce, manipulate or mislead any external auditor engaged in the performance of an audit of the financial statements of that company for the purpose of rendering such financial statements misleading.

A person who commits an offence under the act is liable on conviction to a penalty as the Commission shall specify in its regulations. For the purposes of this Act, “Insider” shall have the meaning given to it under the Investments and Securities Act, or any subsequent amendments thereto.