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Board Committee Roles and Responsibilities - page 7 / 25

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Audit Committee Relationships with Others

Audit Committee                      Board of Directors

Works with other committees, assists board by bringing specialization and expertise in the areas of financial reporting, internal controls, risk management, and audit activities.

Audit Committee                      Management

Asks appropriate questions pertaining to the company’s corporate governance structure, internal controls, financial reporting, audit activities, risk assessment, codes of ethics, and whistleblower programs. Management should provide sufficient information.

Audit Committee                      External Auditors

Directly responsible for hiring, compensating, and firing external auditors, as well as overseeing their work. External auditors are held ultimately accountable to the audit committee and should submit their reports of the audit on ICFR and the audit of financial reporting to management via the audit committee.

Audit Committee                      Internal Auditor

Should be responsible for hiring, overseeing, compensating, and firing the head of the internal audit department (CAE), and internal auditors should report their audit findings directly to the audit committee, being ultimately accountable to that committee.

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