QUALITY REVIEW PROGRAM REVIEW OF CORPORATE SECRETARIAL ENGAGEMENTS QUESTIONNAIRE

Transcription

1 QUALITY REVIEW PROGRAM REVIEW OF CORPORATE SECRETARIAL ENGAGEMENTS QUESTIONNAIRE

2 2 Review of Corporate Secretarial Engagements Questionnaire Review Code(s) Reviewer INTRODUCTION This questionnaire has been designed to help you assess whether corporate secretarial engagements have been conducted in accordance with legislative requirements. All non-compliance with mandatory professional or legislative requirements is to be reported in the quality review report. The reviewer is advised to comment on all non-mandatory breaches in the Other Matters Report. PRIVACY In this Privacy Statement, Personal Information has the same meaning as in the Privacy Act 1988 (Cth). CPA Australia Ltd is committed to protecting the privacy and security of the Personal Information which it holds about you. The Personal Information which you provide us with in this Questionnaire will be used by CPA Australia Ltd to process your Quality Review; and may be used for aggregated statistics for monitoring and research. This information may be viewed by the CPA Australia Quality Review Advisory Committee and also the Financial Reporting Council and any other Regulatory authority. If you do not provide us with this Personal Information, we may not be able to process your review. You have the right to access any Personal Information which CPA Australia Ltd holds about you, subject to the exceptions in the Privacy Act 1988 (Cth). You may also request the correction of information which is inaccurate. Access and/or correction requests can be made at your local CPA Australia office. For more information on CPA Australia s Privacy Policy, visit our website at cpaaustralia.com.au/privacypolicy

3 3 Review of Corporate Secretarial Engagements Questionnaire COMPILATION ENGAGEMENTS 1. Has permission been obtained from clients for the peer review of their file? Note: Please place the appropriate letter from the below list into the above box that corresponds with the type of file(s) being reviewed (i.e. a = Public Listed, b = Public Unlisted, etc). Type of engagement files to be reviewed: a. Public Company b. Large Proprietary Company c. Small Proprietary Company d. Superannuation Fund e. Trust/Managed Investment Scheme f. Other (please specify) Each client s authority must be obtained before reviewing their file. If insufficient files exist for which client permission has been provided, and accordingly you believe it not possible to form an opinion based on the small sample size, contact the Quality Review Department at CPA Australia. 2. Is the firm the Registered Agent with ASIC for any Corporate Clients? Yes No 3. Has the member documented and communicated the terms of engagement, clearly outlining matters such as the purpose, objectives, scope, output and relative responsibilities, of the engagement performed by the member to clients in an engagement document? (APES and APES ) Please ensure you are familiar with the agreed terms of engagement between the member and client to determine which of the questions in this questionnaire apply. For example, some of these questions may not be applicable if the terms of engagement do not require the member to undertake the particular activity. Note: If answered No to the above, the member is in breach of APES and APES Is there documentary evidence to support the member as having performed the engagement in accordance with the terms of engagement? (APES ) Please ensure you are familiar with the agreed terms of engagement between the member and client to determine which of the questions in this questionnaire apply. For example, some of these questions may not be applicable if the terms of engagement do not require the member to undertake the particular activity. Note: If answered No to the above, the member is in breach of APES

4 4 Review of Corporate Secretarial Engagements Questionnaire 5. Where the member has been engaged to lodge the annual reports on behalf of the client is there evidence on file to demonstrate that these were lodged within the required time frame? (s.319) Note: If answered No to the above, the member s client is in breach of (s.319) of the Corporations Act 2001 and the member is in breach of APES for failing to act in accordance with the requirements of the engagement, carefully, thoroughly and on a timely basis. 6. Where the member has been engaged to assist in the preparation of the Annual Statement and Solvency Resolutions is there evidence on file that the client understood and agreed on what was being provided to them and that the required documentation was provided to the client to allow them to meet the applicable lodgment timeframes? (APES ) Note: If answered No to the above, the member is in breach of APES Where the member has been engaged to assist in responding to an extract of particulars that was received which included a requirement to provide a particular under s.346b, using Form 484, is there evidence that this was lodged within the required timeframe? (s.346c) Note: If answered No to the above, the member s client is in breach of (s.346c) of the Corporations Act 2001 and the member is in breach of APES for failing to act in accordance with the requirements of the engagement, carefully, thoroughly and on a timely basis.

5 5 Review of Corporate Secretarial Engagements Questionnaire 8. Where the member has agreed to lodged the prescribed form on behalf of the clients, in the instance where a negative resolution under s.347a was passed by the client, is there evidence it was lodged within the required time frame? (s.347b(1)) Note: If the member answered No to the above, the member s client is in breach of s.347b(1) of the Corporations Act 2001and the member is in breach of APES for failing to act in accordance with the requirements of the engagement, carefully, thoroughly and on a timely basis. 9. Is there evidence that the member, in the instance where a solvency resolution wasn t passed by the client within the 2 months of the review date, lodged the prescribed form within the required timeframe where they have agreed to do so on behalf of the client? (s.347b(2)) Note: If answered No to the above, the member s client is in breach of s.347b(2) of the Corporations Act 2001and the member is in breach of APES for failing to act in accordance with the requirements of the engagement, carefully, thoroughly and on a timely basis. 10. Where the member maintains the client s statutory registers, is there evidence the member complies with the following requirements of the Corporation Act 2001: a. Keeps the register of members; (s.169) b. Maintains the register of option holders and copies of options documents, if applicable; (s.170) c. Maintains the register of debenture holders, if applicable? (s.171) Note: If answered No to any of the above, the member s client is in breach of the applicable section of the Corporations Act 2001 and the and the member is in breach of APES for failing to act in accordance with the requirements of the engagement, carefully, thoroughly and on a timely basis.. Please outline which section has been breached in the comments box below.

6 6 Review of Corporate Secretarial Engagements Questionnaire 11. Where the member has been engaged to maintain copies of the consents to act as director/secretary of the company is there evidence of the appropriate documentation on file? (s.201d(2) or s.204c(2)) Note: If the member answered No to the above, the member s client is in breach of s.201d(2) Consent to act as director or s.204c(2) Consent to act as secretary of the Corporations Act 2001 and the member is in breach of APES for failing to act in accordance with the requirements of the engagement, carefully, thoroughly and on a timely basis. 12. Where the member has agreed to keep and maintain the minutes book on behalf of the client is there evidence that it has been updated within the required timeframe? (S.251A) Note: If answered No to the above, the member s client is in breach of (s.251a) of the Corporations Act 2001 and the member is in breach of APES for failing to act in accordance with the requirements of the engagement, carefully, thoroughly and on a timely basis.. CPA Australia advises members in the instance where the client assumes responsibility for the minutes books that this should be included in the member s terms of engagements document. 13. Where the member or the member s firm is the registered office of a public company has the member or the member s firm prominently display a sign reflecting such? (s.144(2)) Note If answered No to the above, the member s client is in breach of (s.144(2)) of the Corporations Act 2001 and the member is in breach of APES for failing to act in accordance with the requirements of the engagement, carefully, thoroughly and on a timely basis.

7 7 Review of Corporate Secretarial Engagements Questionnaire 14. Does it appear that all relevant documents have been lodged in the prescribed time with ASIC (and ASX if appropriate)? Please indicate the document(s) below that were not lodged within the required time. Ignore any documents that have been reported previously in this questionnaire. (APES ) Note: If the answered No to the above, the member is in breach of APES Is there evidence that the member has written records/copies of the client s instructions for periods sufficient to meet the needs of the Firm and the client as required by law or regulation? (APES ) Note: If the answered No to the above, the member is in breach of APES

8 8 Review of Corporate Secretarial Engagements Questionnaire OVERALL FINDINGS BREACHES OF MANDATORY REQUIREMENTS IDENTIFIED POSITIVE FEEDBACK TO BE CONVEYED TO THE MEMBER(S) IN THE REVIEWER S SUMMARY OTHER MATTERS REPORT DEFICIENCIES IN THE QUALITY CONTROL SYSTEM THAT WILL BE NOTED IN THE REVIEWER S SUMMARY OTHER MATTERS REPORT WITH SUGGESTIONS FOR IMPROVEMENT

9 9 Review of Corporate Secretarial Engagements Questionnaire CPAH1982_06.16 cpaaustralia.com.au