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Explainer3 min readPublished

Why a missing approval reference on a related-party transaction is worth flagging immediately

A related-party transaction above the materiality threshold with no board or audit-committee approval reference isn't proof approval was skipped — but it's a gap that should be closed before anything else, because it's the one thing a register can actually tell you. How the screen works, and what it deliberately doesn't try to catch.

A related-party transaction above a materiality threshold with no approval reference recorded doesn't prove approval was skipped — the reference could simply not have been entered into the export. What it does prove is that the register, as it stands, can't demonstrate approval happened, and that's worth closing before any other testing on that transaction. Screening a transactions register for threshold-breaching rows with a blank approval column, and grouping transactions by counterparty so volume is visible, is a fast way to decide which transactions need the actual board or audit-committee minutes pulled next.

What the screen can tell you, and what it can't

A transactions export has exactly as much information as whoever built the export put into it. If the relationship field, the transaction type, and the approval reference are all populated accurately, a threshold-and-blank-reference screen is genuinely useful triage. If any of those fields are stale or inconsistently filled, the screen inherits that gap — it can only ever report what's written down, not what actually happened.

The one thing this kind of tool should never claim to do

It's tempting to extend a related-party screen into guessing which counterparties might be related based on name similarity to directors, promoters or known group entities. That's a real audit procedure — and a real audit risk, since undisclosed related parties are exactly the kind of transaction a company has an incentive not to flag — but it's also a judgement call, not a pattern match. A free tool that claims to catch undisclosed related parties from name text alone is overselling a string comparison as an audit finding.

  • Blank relationship field: a data gap in the export, not evidence of an undisclosed relationship.
  • Large unapproved transaction: a prompt to pull the minutes, not proof approval was missed.
  • High transaction count or value for one counterparty: worth knowing, not automatically a red flag — some related parties are legitimately high-volume.

Grouping transactions by counterparty surfaces volume, but a counterparty appearing only once, for a small amount, is sometimes the one that matters most — a single large undisclosed-looking transaction can be more significant than a hundred small approved ones.

This is practical guidance written for audit teams, not an authoritative statement of any standard or statute. Standards, forms and timelines change. Check the current text issued by the ICAI and the relevant authority before relying on anything here in an audit file.

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