Section 164 : Audit Committee

1) A listed capital with paid up capital of thirty million rupees or more or a company which is fully or partly owned by the Government of Nepal shall form an audit committee under the Chairpersonship of a director who is not involved in the day-to –day operations of the company and consisting of a least three members .

2) An person who is a close relative of the chief executive of a company shall not be eligible to be a member of the audit committee formed pursuant to Sub-section (1) .

3) At least one member of the audit committee shall be an experienced person having obtained professional certificate on accounting or a person having gained experience in accounting and financial field after having obtained at least bachelor’s degree in accounts, commerce, management, finance or economics.

4) The report of board of directors required to be prepared by a company shall set out a short description of the activities of the audit committee, working policies adopted by the board of directors to implement the suggestions ,if any ,given by the audit committee, the allowances or facilities ,if any, received by the members or the audit committee and the names of the members of audit committee.

5) The audit committee may, for inquiring into any matter, notify the managing director of the company, chief executive or the company or other director, auditor, internal auditor and accounts chief involved in the day-to-day operations of the company to attend its meeting; and it shall be their duty to be present in the meeting of that committee if they are so notified.

6) The board of directors shall implement the suggestions given by the audit committee in respect of the accounts and financial management the company; and where any suggestion cannot be implemented, the board of directors shall also mention the reasons for the same in its report.

7) An company shall arrange for such means and resources as may be adequate for the fulfilment of responsibilities of the audit committee; and the audit committee may fix its internal rules of procedures on its own.

8) The chairperson of the audit committee shall be present in the annual general meeting of the company.

9) The audit committee shall meet as per necessity.