Every year, the board of directors of Northern Power, a distributor of electricity, commissions an effectiveness evaluation of its audit committee. An independent consultant with expertise in governance reviews the means by which the audit committee fulfills its responsibilities, as set out in its charter. Specifically, it evaluates how the members of the audit committee:
Oversee the quality and reliability of financial reporting and disclosures
Understand the key risks facing the organization and the processes management uses to identify, assess, and manage risks, considering internal audit findings, litigation, compensation schemes, regulation, and compliance
Evaluate organizational behavior, culture, and adherence to standards of conduct
Challenge management and the external auditor in determining materiality for financial reporting purposes
Assess reasonableness and appropriateness of critical accounting policies of the company
Confirm or reject the basis for management estimates and proposed accounting policy changes before approving
Evaluate, retain, or change external auditors
Review audit plans
Review management's assessment of internal control over external financial reporting The results of the evaluation are used to determine whether the roles and responsibilities of the committee have been met and could result in committee member changes or impact remuneration. In addition to the annual review, every three years the company conducts a benchmark review against leading practices and refines its charter, as appropriate.
I’ve done quite a bit of excerpting from COSO, and it says this:
2. Control Environment Principles relating to the Control Environment component
Principle 1. …
Principle 2. The board of directors demonstrates independence from management and exercises oversight for the development and performance of internal control.
Points of Focus
The following points of focus highlight important characteristics relating to this principle.
Establishes Oversight Responsibilities—The board of directors identifies and accepts its oversight responsibilities in relation to established requirements and expectations.
An example they use is:
Example: Reviewing and Documenting Key Activities of the Audit Committee
Every year, the board of directors of Northern Power, a distributor of electricity, commissions an effectiveness evaluation of its audit committee.
Required:
Look at the example that COSO uses for Northern Power, and respond to these questions.
1. Is the audit committee required to second-guess management, when management estimates something like the useful life of buildings for computing depreciation? Why?
2. Should the full board of directors second-guess the audit committee’s selection of which CPA firm should audit Northern Power? Why?