Evaluating Your Audit Committee
Under the Sarbanes-Oxley Act, the audit committee — not management or the full board of directors — is directly responsible for appointing, compensating and overseeing external auditors. Periodically, it’s a good idea to assess the effectiveness of your audit committee by performing a self-evaluation. Here are reasons to conduct a self-evaluation, along with some common techniques.
If your company is listed on the New York Stock Exchange, an annual self-evaluation is required. However, the American Institute of Certified Public Accountants (AICPA) recommends that all other companies, including not-for-profit entities and private firms, complete voluntary self-evaluations. The benefits include:
• Improving audit committee performance,
• Promoting candid discussions, and
• Identifying practices and procedures to conduct more effective meetings.
In general, a self-evaluation strives to make your audit committee more effective at assessing fraud risks and evaluating internal and independent auditors.
There’s no universal right way to conduct a self-evaluation. Some companies do it strictly in-house, while others use outside evaluators. Some rely on written questionnaires, while others use personal interviews. According to the AICPA’s Audit Committee Effectiveness Center, common approaches to self-evaluation include:
Introspection. The committee members — and, possibly, the board chair — evaluate the committee’s performance by answering specific questions about the committee’s impact on the financial reporting process and its relationships with management and internal and independent auditors.
Performance improvement. The chief audit executive, CFO, CEO and independent auditor are asked to comment on the committee’s performance.
360-degree. Each committee member (including the chair) evaluates all the other members. To minimize the risk of alienating committee members, consider beginning the process by assessing the committee’s overall performance and then move on to individual performance reviews.
Competence. The committee, others within the company or an outside evaluator assesses the financial literacy of committee members. They look at, among other things, recent training on enterprise risk management, accounting, auditing, financial reporting developments, and current business and industry practices.
Leadership. The committee members discuss the committee chair’s performance, communicating any concerns to the board chair or the chair of the corporate governance committee.
Whichever approach or combination of approaches your company uses, it’s important to phrase questions in terms designed to elicit ideas for improvement rather than to highlight weaknesses.
Whether your company is required to perform audit committee self-evaluations or you conduct them voluntarily, careful planning is critical to maximize the benefits. Contact us to help design an effective self-evaluation process based on your company’s specific needs.