Who makes up the audit committee of a publicly held company?

All public companies in the United States are required under securities legislation to have an audit committee. An audit committee is a subset of the company's board of directors and is comprised wholly of external directors who do not work in the company. The role of the audit committee continues to grow as securities legislation shoulders more responsibility on companies to govern themselves.

Purpose of the Audit Committee

  1. The audit committee's role is to oversee the financial workings of business and to act as a mediator between a company's management and its external auditors. The audit committee reviews financial statements, sets accounting principles and procedures and ensures that the company's system of internal controls is strong enough to detect or prevent fraud or material misstatement. It is an independent body, as none of its members can be internal directors or work in the company in any capacity. The purpose of this rule is to keep audit committee members objective when reviewing company performance.

SEC Requirement

  1. The U.S. Securities and Exchange Commission requires all public companies that trade on on stock exchanges in the U.S. to have audit committees. The SEC mandates that the audit committee file a report with the annual statements of the company that includes a minimum of four statements: whether the committee reviewed the financial statements with management, whether it discussed them with the external auditors, whether it was provided a disclosure from the external auditors regarding independence and whether it has recommended to the board that the financial statements be included in the annual report.

Sarbanes-Oxley Act

  1. The Sarbanes-Oxley Act of 2002 set out to improve recording and disclosure practices of public companies and, in doing so, greatly expanded the role of the audit committee. The committee is responsible for hiring and approving external auditors to ensure that they are independent. The committee also must monitor all communication between the external auditors and management, to stay apprised of any areas where the two parties may disagree on accounting policies or principles. The external auditors report directly to the audit committee, and the committee is responsible for resolving any audit issues that arise. The committee also is tasked with keeping a conduit open between all employees and itself to ensure that employees can report fraud and other detrimental practices without fear of reprisal -- the whistle-blower provision.

Duties of the Audit Committee

  1. The audit committee meets on a regular basis to review the financial statements and other important financial documents of the company. The chief executive officer and the chief financial officer must be available to the committee at all times to answer questions about financial policies and practices. They also must satisfy the committee that sufficient internal controls have been designed to catch fraud or large accounting errors and that these internal controls are being followed. The audit committee usually also approves any large contract or other transaction over a certain dollar limit.

Audit committees play an important role in supporting the governance of Commonwealth entities, providing independent advice to accountable authorities, assisting them to meet their duties and obligations under the PGPA Act and supporting the development of key practice and capacity within Commonwealth entities.

Guidance on the role of audit committees

The guide on the role of audit committees covers matters that an accountable authority can consider when determining their audit committee's functions, structure and conduct.

Model charter for audit committees

The charter is an accountable authority’s blueprint for their audit committee’s operations.

The model audit committee charter assists accountable authorities to develop a written charter for their audit committee. It lists legislative requirements and highlights additional matters to consider when developing the charter.

  • Model charter for Commonwealth entities’ audit committees
     

Sourcing audit committee members

Audit committees must have a majority of independent members.

The professional peak bodies listed below can assist accountable authorities to find appropriately skilled independent audit committee members. Using these professional peak bodies and their services is optional.

An advertisement for a specific audit committee role can be placed on the Australian Institute of Company Directors website by a Commonwealth entity.  This advertisement can outline the specific skills sets and requirements the entity is seeking.

Governance Institute of Australia
Mr Jack Hammond
Digital Marketing Specialist
Phone: 02 9233 5744
Email:   
Website: www.governanceinstitute.com.au  

The Governance Institute of Australia can advertise an audit committee position to its membership via the ‘Governance career opportunities’ webpage on the website.  The text must be formatted as per guidelines available.

Institute of Internal Auditors – Australia Ms Julie Young Executive Officer & Company Secretary Phone: 02 8268 5811

Email:


Website: www.iia.org.au  

The Institute of Internal Auditors Australia has established a database of prequalified professional members with the appropriate specialist skill set.

Chartered Accountants Australia and
New Zealand
Mr Richard Lindsay Regional Manager – ACT Phone: 02 9290 5618

Email: richard.lindsay@charteredaccountantsanz.com


Website: www.charteredaccountantsanz.com 

Chartered Accountants Australia and New Zealand can work with a Commonwealth entity to determine individual requirements.  They can provide a shortlist of potential candidates for an audit committee, sourcing candidates through their existing databases and networks.

CPA Australia Mr Matthew Andrews General Manager - ACT Phone: 02 6267 8533

Email:


Website: www.cpaaustralia.com.au  

CPA Australia can advertise an audit committee position to a targeted membership group (likely to be those that hold fellow membership status).

ISACA Canberra Chapter
(IT Governance Specialists)
Mr Alistair Nicholson
Canberra Chapter President
Email:
Website: www.isaca.org  

ISACA’s membership profile includes individuals that have experience in IT security, IT auditing, IT risk management and those specialising in IT governance more broadly.  ISACA will source potential candidates through an expression of interest process and can work with Commonwealth entities to provide a shortlist of suitable candidates. 

The Australian Computer Society (ACS) Mr Rupert Grayston Chief Executive Officer

Phone: 02 9299 3666


Email:  
Website: www.acs.org.au  

ACS can advertise audit committee positions to those members that have expertise in IT governance, information management, information security, procurement, contract management and technology auditing (minimum professional standard level 5 of the Skills Framework for the Information Age) and can provide a shortlist of suitable candidates. 

Risk Management Institution of Australasia (RMIA) Mr Simon Levy Chief Executive Officer

Phone: 02 9095 2500


Email:
Website: www.rmia.org.au

RMIA will work with a Commonwealth entity to determine individual requirements and can shortlist suitable applicants from within their network of Certified Practicing Risk Managers (CPRMs). RMIA can also advertise an audit committee position to its membership via electronic direct mails, linked-in and on their website.

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