Board Committee Roles and Responsibilities

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1938

1939

1940

1967

1970

1972

1973

1974

1976

1977

1978

1985

1987

1988

1989

McKesson & Robbins fraud

NYSE recommends the establishment of audit committees

SEC recommends that companies form audit committees—Accounting Series Release (ASR) No. 19

AICPA Executive Committee Statement on Audit Committees of Board of Directors recommends the establishment of audit committees

Penn Central bankruptcy

ASR Nos. 123 and 126

NYSE White Paper opines that audit committees are a necessity

ASR No. 165

Committees chaired by Senator Lee Metcalf and Congressman John Moss complete their investigations into the accounting profession AICPA forms Commission on Auditors’ Responsibilities (Cohen Commission)

Metcalf Committee Staff Report, The Accounting Establishment, is issued.

Foreign Corrupt Practices Act (FCPA)

AICPA Cohen Commission issues Commission on Auditors’ Responsibilities: Report, Conclusions, and

Recommendations. AICPA forms a special committee to consider the adoption of an audit committee requirement. NYSE requires companies with common stock issues registered on NYSE to have an audit committee

Congressman John D. Dingell convenes the first of a series of hearings into the effectiveness of independent auditors

National Commission on Fraudulent Financial Reporting (NCFRR/the Treadway Commission)

SEC’s five commissioners, by a narrow vote, decide not to require all public companies to have audit committees, but encourage their formation. Statement on Auditing Standards (SAS) No. 61, Communication with the Audit

Committees.

2000

2001

2002

2003

2004

1989

1991

1992

1993

1994

1995

1998

1999

The National Association of Securities Dealers (NASD) approves a requirement that National Market System companies (a subset of the over-the-counter market) must have audit committees. Statement on Internal

Auditing Standards No. 7 (SAIS No. 7) Communication with the Board of Directors

Federal Deposit Insurance Corporation Improvement Act

Committee of Sponsoring Organizations of the Treadway Commission (COSO) issues Internal Control-

Integrated Framework

Public Oversight Board of the AICPA’s SEC Practices Section releases In the Public Interest

Kirk Panel (Public Oversight Board of the AICPA’s SEC Practices Section) releases Strengthening the

Professionalism of the Independent Auditor

Public Oversight Board of the AICPA’s SEC Practices Section releases Allies in Protecting Shareholder Interests

SEC Chairman Arthur Levitt delivers speech at the NYU Center for Business and Law in which he calls for the

NYSE and Nasdaq to form a “blue ribbon committee” to study the role of the audit committee

Report and Recommendations of the Blue Ribbon Committee on Improving the Effectiveness of Corporate

Audit Committees. SAS No. 90, Audit Committee Communications. SEC Release No. 34-42266: Audit

Committee Disclosure. NYSE and Nasdaq adopt new listing requirements, mandating the existence, composition, director qualifications, and duties of an audit committee

POB’s Panel on Audit Effectiveness releases Report and Recommendations

Arthur Levitt, SEC Chairman, issues letter to audit committee chairmen

Sarbanes-Oxley Act

SEC Release Nos. 33-8177 and 34-47235: Disclosure Required by Sections 406 and 407 of the Sarbanes-Oxley

Act of 2002. SEC Release Nos. 33-8220 and 34-47654: Standards Relating to Listed Company Audit

Committees. SEC approved amendments to NYSE and the Nasdaq corporate governance listing standards.

NYSE submitted to the SEC for approval amendments to its corporate governance listing standards

Public companies may form other standing or special committees to deal with issues requiring particular expertise.

Examples:

1.

2.

3.

Finance committee to oversee financial activities

Outside directors committee to maintain board independence

Executive committee to approve managements decision, plans , and actions on a behalf of entire board.

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