Professional Documents
Culture Documents
Introduction
An audit committee is a selected number of members of a company’s board of directors whose
responsibilities include helping auditors, remain independent of management (Arens et al.,
2000). An audit committee can be defined as a sub-committee in the Governing Body (Board
of Directors) that makes arrangements for the audit and also as a subcommittee of the Board,
this committee tries to enhance the ability of the Board to fulfill its legal responsibilities and
ensure the credibility and objectivity of the financial reports (Hossain, 2006 ). Companies
establish an audit committee within the Board of Directors to take active role in overseeing the
company’s accounting and financial reporting policies and practices (Whittington and Pany,
2001). Most audit committees are made up of three to five or sometimes as many as seven
directors who are not a part of company management. The committee should represent the
owners and not the management. Actually, most of the directors who are the parts of the audit
committee should be outside directors who have no other relationship that may impair their
independence (Whittington and Pany, 2001). Independent audit committee members, as outside
Ms. Shilpi Das and Mr. Sumon Das are Lecturers, Faculty of Business Administration, Stamford University, Bangladesh.
52
Audit Committee Disclosure of Listed Companies in Bangladesh: An Empirical Study
directors, may view the directorate as a means of enhancing their reputation as experts in
decision control (Fama and Jensen, 1983). Among other functions, it is usually assigned the
duty of oversight of the financial reporting and auditing process. The auditor’s major dealing
with the governing body will be through audit committee, although the auditor will usually
meet with the full governing body at least once per year. The key to effective financial reporting
oversight is the competency, strength and independence of audit committee.
A typical audit committee decides such things as which audit firm to retain and the scope of
services the audit firm is to perform. It meets periodically with the audit firm to discuss audit
progress and findings and helps resolve conflicts between the audit firm and management. Audit
committees for larger companies are looked upon with favor by most auditors, users, and
management. The requirement of an audit committee would be costly for smaller companies.
There are two predominant schools of thoughts relating to audit committee :( i) the first school
maintains that the audit committee should be entirely composed of non-executive directors who
have no management responsibilities or affiliations. It is claimed that this is the only way to
ensure the complete independence of the committee in its evaluation of management and audit
representation. (ii) The second school claims that at the very least there should be one management
representative on the committee. It would provide a more balanced perspective to the problems
under committee investigation. The problem with this kind of structures is the potentially adverse
effect that the management representative may have on the committee’s independence.
The audit committee will assist the board in fulfilling its oversight responsibilities including
implementation of the objectives, strategies and overall business plans set by the board for
effective functioning of the organization. Role of the audit committee is also important in
evolving an effective procedure for financial reporting disclosure, developing a suitable internal
control system and maintaining liaison with internal and external auditors to minimize various
business risks. Moreover, new business opportunities and increased competition due to
globalization of markets, increased use of electronics and information technology, increased
complexity of transactions, accounting standards and regulatory requirements are contributing
to essentiality and expansion of the role of audit committee. Responsibilities of the audit
committee typically include:
1. To enhance the ability of governing body to fulfill its legal responsibilities.
2. To add to the credibility and objectivity of financial reports;
3. To oversee the application of appropriate accounting policies and procedures including
appropriate disclosures.
4. To establish and monitor corporate policies to prohibit unethical, questionable or illegal
activities.
5. To establish and monitor effective internal and management control.
6. To provide a communication link between management, auditors and governing body.
7. To approve the annual accounts and approving the annual budget and major capital
expenditures of the company.
For this study, the population was the total number of annual reports of the listed public
limited companies up to November 2006, which was found to be 251(as we consider the
annual reports of 2006). Out of these PLCs, a sample of 81 (32.27 percent) has been selected
under simple random basis. The sample companies’ annual reports have been surveyed
extensively for audit committee since their listing in the Dhaka Stock Exchange (DSE). The
relevant reports were surveyed from the library of the Dhaka Stock Exchange. The population
and sample have been shown below in Table 1 on the basis of various industrial sectors:
Table -1: The population of the study under different industrial sectors
Sector Population Sample Percentage
Banks & Financial Institutions 34 28 82.35%
Insurance 31 12 38.71%
Engineering 22 5 22.73%
Food & Allied 35 9 25.71%
Service 5 2 40.00%
Textile 38 9 23.68%
Paper & Packing 8 1 12.50%
Pharmaceuticals & chemical 24 7 29.71%
Miscellaneous 44 8 18.18%
Total 81
In this study, an attempt has been made to find out the nature and extent of information
disclosed in the audit committee of disclosing companies by comparing with the components
suggested by SEC (2006). We identified the following twelve guidelines as a criterion:
1. Composition of Audit Committee;
2. Audit Committee members appointment;
3. Term of service of Audit Committee;
4. Chairman of Audit Committee;
5. Chairman’s Qualification;
6. Reporting to the Board of Directors;
7. Report of Conflict of Interest;
8. Defect in the internal Control System;
9. Suspected infringement of laws;
10. Reporting to the Authorities;
11. Reporting to the Shareholders; and
12. Any other matter.
In examining each of these components, a dichotomous procedure is followed where each
company was awarded a score of ‘1’ if the company appears to have disclosed the concerned
component and ‘0’ otherwise. The score of each company was totaled to find the net score of
the company. An Audit Committee Disclosure Index (ACDI) was then computed by using the
following formula:
Total Score of the Individual Company
ACDI= × 100
Max. Possible Score
56 The Cost and Management, November-December, 2007
Audit Committee Disclosure of Listed Companies in Bangladesh: An Empirical Study
In this study, the maximum possible score obtainable by a company is 12. So in particular,
ACDI for this study becomes:
Total Score of the Individual Company
ACDI= × 100
12
According to SEC (2006) guidelines, we identified twelve criteria about audit committee of a
company. In this survey, a total of 59 companies (72.84% of the sample size 81) have found to
disclose audit committee in their respective annual reports. Moreover, eleven companies have
been found to disclose maximum twelve criteria (Uttra Finance and Investments Limited, Singer
Bangladesh Limited, Renata Limited, Niloy Cement Industries Limited, Lafarge Surma Cement
Limited, Eastern Housing Ltd, Eastern Bank Limited, Delta Spinners Limited, BEXTEX Ltd,
Beximco Pharma, Apex Tannery Limited ) and another six company to disclose minimum one
criterion (Shinepukur Holdings Ltd, Pragati Insurance Limited, Meghna Cement Mills Limited,
Jute Spinners Limited, Eastern Cables limited, Beximco Fisheries Limited ) in their respective
audit committee. The average score is found to be 7.12 (average ACDI 59.32) with average
standard deviation of 1.7466 (maximum standard deviation is in service sector and minimum
in Food & Allied Sector).
Following table shows frequency distribution of total score and ACDI:
As shown in the above table, the highest number of companies (12) falls in the ACDI score of
41.67% and in the upper extreme (ACDI 100.00%) as well in the lower extreme (ACDI 8.33%)
there exists eleven and six company respectively. The results shows that the state of audit
committee disclosure in the annual reports of PLCs is not so poor as the average score (7.12) is
above 6 (half of maximum score of 12). But, it is apparent that the listed PLCs do not seem to
be much interested in following SEC guidelines and do not give a proper thought in the audit
committee disclosure.
Extent of Sector-wise and Item-wise Audit Committee Disclosure by the Listed PLCs:
The audit committee disclosure practices of different industrial sectors of Bangladesh with
reference to the selected twelve components are shown in Exhibit-A2 in the Annexure. Based
on the sectors of the companies, the exhibit shows that Pharmaceuticals sector scored the
maximum average of ACDI (83.33) followed by miscellaneous sector (70.00) and then
Engineering Sector (66.67). The lowest average score of ACDI was obtained by Food & Allied
Sector (33.33). This is an indication of the fact that the Pharmaceuticals sector is showing great
commitment towards disclosing their audit committee.
Among the twelve criteria, the survey found that maximum companies (56 companies out of
59) focused on composition of audit committee and focus on suspected infringement of laws
(only 38.98% companies, 23 in numbers) was the minimum.
According to the guidelines suggested by SEC the following are the findings:
1. Composition of Audit Committee: According to the survey, 56 companies out of 59
companies (94.92%) mentioned about their Composition of Audit Committee in the audit
committee disclosure. From the total number of companies Insurance Sector (9 company
out of 10 companies, 90.00%), Pharmaceuticals & Chemical Sector (4 companies out of 4
companies, 100.00%), Miscellaneous Sector (4 companies out of 5 companies, 80%),
Textile Sector (7 companies out of companies, 100.00%), Banks & Financial Institutions
Sector (25 companies out of 25 companies, 100.00%), Engineering Sector (2 companies
out of 4 companies, 66.67%) , Food & Allied Sector (3 company out of 3 companies,
100.00%) and Service sector (2 company out of 2 companies, 100.00%) mentioned about
58 The Cost and Management, November-December, 2007
Audit Committee Disclosure of Listed Companies in Bangladesh: An Empirical Study
their composition of the audit committee. As example, the Audit Committee of Apex
Tannery Limited is, “.......During the year the Board Audit Committee was set up to review
the financial results audit and compliance with the statutory and regulatory requirements....”.
2. Audit Committee members appointment:
According to the survey, 34 companies (57.63%) mentioned about Audit Committee
members appointment in their audit committee. Banks & Financial institutions (12
companies, 48.00%), Insurance (3 company, 30.00%), Pharmaceuticals & chemical (4
companies, 100%), Textile (6 companies, 85.71%), Engineering (2 companies, 66.67%),
Food & Allied (2 companies, 66.67%), Miscellaneous (4 companies, 80%) and Service (1
company, 50.00%) sectors mentioned about their audit committee members appointment
in the disclosure of audit committee. As example, the audit committee of Pubali Bank
Limited is, “The Board reconstituted the audit committee in its 553rd meeting held on
30.03.2006 comprising following members of the Board of Director———.”
3. Term of service of Audit Committee:
A total of 27 companies (45.76%) mentioned about Term of service of Audit Committee
in the disclosure. Mention about term of service was found in 10 banking companies, 3
pharmaceuticals companies, 3 textile companies, 6 insurance companies and 3
miscellaneous companies. One engineering and one service Sector Company also
mentioned about the term of service. But, Food & Allied sector companies did not mention
anything about their term of service in the disclosure of audit committee. As example, the
audit committee of NCC Bank Limited states: “….The audit committee of the Board of
Directors of the Bank re-constituted earlier in accordance with Bangladesh Bank’s BPRD
circular No. 12 dated 23 December2002, continued up to 30th may 2006,…..subsequently,
the audit committee was re-constituted with its member ...”
4. Chairman of Audit Committee:
A total of 50 companies (84.75%) mentioned about their existence of chairman of audit
committee in the disclosure. For example, Abtab Automobiles Limited is “………..The
audit committee has been formed ..... 12, November, 2006 comprising of the following
member: Chairman: Mr. Syed Masud Hasan, Independent Director………….”
5. Chairman’s Qualification:
According to the survey, 41 companies (69.49%) mentioned about their chairman’s
qualification in the disclosure of audit committee. Banks & Financial institutions (11
companies), Insurance (2 company), Service (1 company) Textile (1 company), Engineering
(1 company), Food & Allied (1 company), and Miscellaneous (1 company), sectors do not
mentioned anything about their chairman’s qualification. As example the audit committee
of IDLC discloses that “……..The committee is headed by a director who has professional
background in accounting and finance…………..”
6. Reporting to the Board of Directors:
According to the survey, 45 companies (76.27%) mentioned about their Reporting to the
Board of Directors in their audit committee. Banks & Financial institutions (20 companies,
80.00%), Insurance (7 companies, 70.00%), Pharmaceuticals & chemical (4 companies,
100%), Textile (6 companies, 85.71%), Engineering (2 companies, 66.67%), Food & Allied
(companies, 33.33%), Miscellaneous (4 companies, 80%) and Service (1 company, 50.00%)
sectors mentioned about their Reporting to the Board of Directors in the disclosure of
audit committee. As example, the audit committee of Brac Bank. is, “….The audit committee
reports directly to the Board of Directors and assists the Board in meeting its
responsibilities……...”
7. Report of Conflict of Interest:
About 44.07% companies (26 in number) mentioned about their reporting on conflict of
interest in their disclosure of audit committee. Banks & Financial institutions (11 companies,
44.00%), Engineering (2 companies, 66.67%), Food & Allied (0 company, 0%), Insurance
(3 companies, 30.00%), Pharmaceuticals & chemical (3 companies, 75.00%), Textile (3
companies, 42.86%) and Miscellaneous (3 companies, 60%) and service (1 company,
50.00%) sectors mentioned about their reporting on conflict of interest in their disclosure
of audit committee. For example, Purabi General Insurance Ltd mentioned about their
report of Conflict of Interest by saying “.... will report to the board....”
8. Defect in the internal Control System:
A total of 29 companies (49.15%) mentioned about their defect in the internal Control
System in their disclosure of audit committee. For example, defect in the internal control
system of Renata Limited state that “….Does not arise....”
9. Suspected infringement of laws:
Out of 59 companies, 23 companies (49.15%) mentioned about their suspected
infringement of laws in their disclosure of audit committee. No company in the Food &
Allied sector mentioned anything about this in the disclosure. As for example, the audit
committee of Munno Jutex Industries Ltd states about suspected infringement of laws that,
“….No such incidence....”
10. Reporting to the Authorities:
A total of 26 companies (44.07%) mentioned about their reporting to the authorities in the
disclosure of audit committee. Mention about reporting to the authorities was found in 9
banking , 3 pharmaceuticals , 3 engineering , 3 insurance, , 3 textile and 3 miscellaneous
companies. One food & allied and one service sector company also mentioned about the
technology. As example, the audit committee of IDLC states:”…………..the audit committee
clearly lay down its authority, responsibility and specific duties”
11. Reporting to the Shareholders:
A total of 34 companies (57.63%) mentioned about their reporting to the shareholders in
the disclosure of audit committee. Mention about reporting to the shareholder was found
in 16 banking, 3 pharmaceuticals, 2 engineering, 5 insurance, 3 textile and 3 miscellaneous
companies. One food & allied and one service sector company also mentioned about the
technology. As for example, the audit committee of Shahjalal Islami Bank reporting to the
shareholders states that, “…. The condition is under review....”.
12. Any other matter:
A total of 29 companies (49.15%) mentioned about any other matter in the disclosure of
audit committee. Only food and allied did not mentioned any thing about this. For example,
reporting of any other matter to the Board of Director, Apex Food Limited disclose-”…..Not
applicable, there was no such event to report…….”.
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Annexure
Exhibit-A1 Audit Committee Disclosure Index (ACDI) of listed public limited companies.
S.L Name of the Company Total ACDI
1 Uttra Finance and Investments Limited 12 100.00%
2 Singer Bangladesh Limited 12 100.00%
3 Renata Limited 12 100.00%
4 Niloy Cement Industries Limited 12 100.00%
5 Lafarge Surma Cement Limited 12 100.00%
6 Eastern Housing Ltd 12 100.00%
7 Eastern Bank Limited 12 100.00%
8 Delta Spinners Limited 12 100.00%
9 BEXTEX Ltd 12 100.00%
10 Beximco Pharma 12 100.00%
11 Apex Tannery Limited 12 100.00%
12 The City Bank Limited 11 91.67%
13 Progressive Life Insurance Company limited 11 91.67%
14 NCC Bank Limited 11 91.67%
15 Green Delta Insurance Company Ltd 11 91.67%
16 Beximco Synthetics Limited 11 91.67%
17 Aftab Automobilies limited 11 91.67%
18 ACI 11 91.67%
19 Pubali Bank Limited 10 83.33%
20 Popular Life Insurance Company Limited 10 83.33%
21 Mercantile Bank Limited 10 83.33%
22 Dhaka Bank 10 83.33%
23 Bangladesh Industrial Finance Company Ltd. 10 83.33%
24 Prime Bank Limited 8 66.67%
25 Brac Bank 8 66.67%
26 Uttra Bank Ltd 7 58.33%
27 Pragati Life Insurance Limited 7 58.33%
28 IDLC 7 58.33%
29 United Leasing company Limited 6 50.00%
30 Southeast Bank Limited 6 50.00%
31 Nitol Insurance Company Limited 6 50.00%
32 National Tea Co. Ltd. 6 50.00%
33 Jamuna Bank Limited 6 50.00%
34 EXIM Bank 6 50.00%
35 The IBN SINA Pharmaceutical Industry Ltd 5 41.67%
36 Social Investment Bank Limited 5 41.67%
37 Shahjal Islami BanK 5 41.67%
38 Peoples Insurance company Limited 5 41.67%
39 Monno Jutex Industries ltd. 5 41.67%
40 Monno fabrics Ltd 5 41.67%
41 Monno Ceramic Industries Ltd. 5 41.67%
42 Islamic Finance & Investment Limited 5 41.67%
43 Eastland Insurance Company Limited 5 41.67%
44 Dutch Bangla Bank Limited 5 41.67%
45 Apex Spinning & Knitting Mills Limited 5 41.67%
46 Apex Foods Limited 5 41.67%
47 The Premier bank Limited 4 33.33%
48 Purabi General Insurance Company limited 4 33.33%
49 Central Insurance Company Limited 4 33.33%
50 Trust Bank 3 25.00%
51 Islami Bank Bangladesh Limited 3 25.00%
52 One Bank Limited 2 16.67%
53 Investment Corporation of Bangladesh 2 16.67%
54 Shinepukur Holdings Ltd 1 8.33%
55 Pragati Insurance Limited 1 8.33%
56 Meghna Cement Mills Limited 1 8.33%
57 Jute Spinners Limited 1 8.33%
58 Eastern Cables limited 1 8.33%
59 Beximco Fisheries Limited 1 8.33%
1 2 3 4 5 6 7 8 9 10 11 12 13
Sector Composition Audit Term of Chairman Chairman’s Reporting Report of Defect Suspected Reporting Reporting Any Other Average
of Audit Comm. Service Of Audit Qualification To the Conflict of In the Infringement to the to the Matter ACDI
Comm. Members of Audit Comm. BOD Interest Internal of laws Author Share
Appoint. Comm. Control holders
System
Banks & Financial Institutions 25 12 10 23 14 20 11 13 8 9 16 13
44.64% 35.29% 37.04% 46.00% 34.15% 44.44% 42.31% 44.83% 34.78% 34.62% 47.06% 44.83% 58.00%
Insurance 9 3 6 8 8 7 3 4 4 3 5 4
16.07% 8.82% 22.22% 16.00% 19.51% 15.56% 11.54% 13.79% 17.39% 11.54% 14.71% 13.79% 53.33%
Engineering 2 2 1 2 2 2 2 2 2 3 2 2
3.57% 5.88% 3.70% 4.00% 4.88% 4.44% 7.69% 6.90% 8.70% 11.54% 5.88% 6.90% 66.67%
Food & Allied 3 2 0 2 2 1 0 0 0 1 1 0
5.36% 5.88% 0.00% 4.00% 4.88% 2.22% 0.00% 0.00% 0.00% 3.85% 2.94% 0.00% 33.33%
Service 2 1 1 1 1 1 1 1 1 1 1 1
3.57% 2.94% 3.70% 2.00% 2.44% 2.22% 3.85% 3.45% 4.35% 3.85% 2.94% 3.45% 54.20%
Textile 7 6 3 6 6 6 3 3 3 3 3 2
12.50% 17.65% 11.11% 12.00% 14.63% 13.33% 11.54% 10.34% 13.04% 11.54% 8.82% 6.90% 60.71%
Pharmaceuticals & chemical 4 4 3 4 4 4 3 3 2 3 3 3
7.14% 11.76% 11.11% 8.00% 9.76% 8.89% 11.54% 10.34% 8.70% 11.54% 8.82% 10.34% 83.33%
Miscellaneous 4 4 3 4 4 4 3 3 3 3 3 4
7.14% 11.76% 11.11% 8.00% 9.76% 8.89% 11.54% 10.34% 13.04% 11.54% 8.82% 13.79% 70.00%
Total 56 34 27 50 41 45 26 29 23 26 34 29
100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00% 100.00%