The Audit
Committee
Purpose, Process, Professionalism
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A New World of
Corporate Governance
Boards of directors and
committees must be:
– Proactive
– Informed
– Investigative
– Accountable
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Clarifying Governance
Governance is the system by
which organizations are directed
and controlled. It includes the
rules and procedures for making
decisions on corporate affairs to
ensure success while
maintaining the right balance
with the stakeholders’ interest.
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The IIA Corporate
Governance Model
Effective
Governance
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The Bad News
• Stakes are greater
• No “figure head” board
members allowed
• Public trust has diminished
• Greater challenges
• More director liability
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Clarifying Liability
Directors need to be realistic
about their personal liability
under state and federal law,
neither exaggerating nor
ignoring their exposure.
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Fiduciary Duties
The duties of care and loyalty, and
the expectation that directors will
act in good faith.
These are the primary source of
director liability under state law.
Source: Director Liability: Myths, Realities And Prevention –
National Association of Corporate Directors
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Fiduciary Duties (cont.)
Board members who wish to become
empowered guardians and builders
of corporate value must:
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Learn and follow best practices,
avoid conflicts of interest,
pay strict attention to board matters,
drawing on appropriate expertise,
including their own.
Source: Director Liability: Myths, Realities And Prevention – National
Association of Corporate Directors
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Director Evaluations and
Qualifications
• 38% of companies performed
director evaluations in 2005 and
45% are planning to do so in 2006
• 97% of companies have established
director qualifications up from 87%
in 2005
Harvard Business School
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What is the AC’s Role in
Governance?
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Oversight of financial reporting
Risk management
Internal control
Compliance
Ethics
Management
Internal auditors
External auditors
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Committee Meetings
• 52% of companies report a
significant increase in the
number or length of meetings
of the Audit Committee in the
past two years.
Harvard Business School
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Tone at the Top
Management, the board, and the
audit committee all play critical
roles in an organization’s tone at
the top.
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Best Practices in Code-ofConduct Oversight:
Ensure:
– A code of conduct has been developed,
reviewed and updated as needed.
– All employees receive the code of
conduct, understand it, and receive
training.
– Management exhibits ethical behavior
and reported violations receive action.
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Best Practices in Compliance
and Ethics Oversight:
Ensure:
– Compliance with laws and regulations
– Financial reporting of significant issues
– Management monitoring of program effectiveness
– Staying informed and recognizing trends to ensure
appropriate action
– Internal audit includes assessment of compliance
and ethics risks in their audit plan
– AC meetings with program manager to discuss key
risks, status, issues, investigations, disciplinary
action and effectiveness.
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Noses In. Fingers Out.
• The lines of authority for audit
committees and management
should be clear and understood.
• AC members must communicate
openly with management. They
must also challenge management as
appropriate.
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Communications Checklist
• Management is easily accessible.
• Management reaches out to the
audit committee regularly.
• Management answers audit
committee questions fully and
completely.
• Management provides factual
information to support responses.
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Communications Checklist
(continued)
• Management admits not knowing
an answer.
• Management supports the audit
committee by contacting additional
resources and specialists.
• Management advises the audit
committee of significant issues in a
timely manner.
• Management seeks audit committee
input in advance of key decisions.
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Key Issues of Concern
• Financial Accuracy
• Risk Management
• Control Assessment
• External Auditor Oversight
• Effective Use of Internal
Auditing
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Statistics on First Full Year of Filings
As of March 30, 2006
- 404 Opinions
• 3710 filers
• 591 (15.9%) received adverse opinions
from their public accountants
• 90 (2.4%) of all filers restated their first
year’s Section 404 opinion; 59 (10%) of
filers with adverse opinions restated their
first year’s Section 404 opinion
Source: Section 404 Internal Control Material
Weakness Dashboard Audit Analytics
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GAAP/Accounting Areas of
Failure for Adverse Opinions
• Tax-related issues – 32%
• Revenue recognition – (31.3%)
• Inventory – (27.4%)
Source: Section 404 Internal Control Material
Weakness Dashboard Audit Analytics
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Internal Controls Over Financial
Reporting Issues – Adverse
Opinions
• Material year-end adjustments
(53.1%)
• Personnel issues (48.1%)
• Restatements of financials (49.6%)
Source: Section 404 Internal Control Material
Weakness Dashboard Audit Analytics
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Clarifying the Value of
Internal Auditing
Audit committees must
understand internal auditing’s
role if they are to work
effectively and share a healthy
interdependence.
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Understanding Internal Audit
• Objectivity
• Reporting structure
• Risk management
• Staffing
• Prioritization
• Adding Value
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Asking the Right Questions
Audit committee members must
maintain an in-depth
understanding of internal audit
best practices and how internal
audit is functioning.
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Consider…
How does the audit committee
live up to its significant
governance responsibilities
and meet the high expectations
of shareholders and other
outside parties?
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Charting the Course
An audit committee charter is a
blueprint for its operation and
should address:
– Processes
– Procedures
– Responsibilities
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For More Information on
Audit Committees and
Governance
• IIA website www.theiia.org/go?to=audit committee
• Research/Publications
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Audit Committee Effectiveness: What Works Best
Tone at The Top (corporate governance newsletter)
The Professional Practices Framework
The IIA Bookstore
• Guidance
– Audit Committee: Purpose, Process, Professionalism
– Audit Committee: Discussions on Performance (self-assessment)
– 20 Questions Directors Should Ask About Internal Audit
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