For any new board member – particularly when joining the audit committee – a learning curve comes with the territory. Just how steep that learning curve is and how quickly a new director is able to contribute meaningfully to committee meetings, hinges directly on the quality of the induction and onboarding process.
Below, we discuss a number of things for new audit committee members to consider as part of an overall on-boarding framework, including:
1. Audit committee oversight essentials
Understanding the business – its operations, strategies, risks, and management team – as well as the responsibilities and culture of the board and its committees takes time. However, a structured induction program, including essential information and briefing materials, quality discussions with key people, and a “roadmap” for getting up to speed, can greatly accelerate a new member’s integration and contribution to the committee’s work.
For new audit committee members, onboarding presents an added layer of complexity as compared to board members in general, given the intricacy and scope of the financial reporting/accounting, legal/regulatory compliance, and risk oversight issues on the audit committee’s plate.
It is corporate governance best practice to offer a formal induction program for new members. The chair and/or company secretary should ensure that any induction program is tailored to suit the individual’s specific needs. So, while all directors will require induction into the organization itself, a director that is taking on their first audit committee role will need something different.
The audit committee chair should consider reviewing the induction program with the new member after several months to raise any questions they may still have and to improve the process for the next new member.
Even once a new committee member has been fully inducted, their development and education should still continue. Audit committee members should obtain ongoing professional development to ensure that they have the knowledge and skills to address the changing issues facing the company.
2. Induction program elements
- Providing an information pack, including (at least) copies of latest financial reports and earnings releases, the committee’s terms of reference and recent meeting minutes, the internal and external audit plan, the risk register and any reporting on internal control effectiveness and relevant company policies, such as the code of conduct and the whistle-blowing policy
- Meetings with audit committee chair and other members to understand the role and expectations
- Meetings with the internal and external auditors to understand the audit risks and audit plans
- Meetings with management, including site visits, to discuss current audit and financial reporting issues as well as internal controls
- Meeting with the company secretary to understand the legal and regulatory specific and the status of any current litigations
Business leaders will also have important insights to offer on issues that are specific to their areas of focus and responsibility. In section 4, below, we identify possible issues to explore.
3. Key questions for audit committees to consider
- Who is responsible for preparing the induction information pack? When does it need to be made available?
- What should be included in the information pack? Who needs to be involved in preparing this?
- How will the information be provided to the new member? Will it be staggered and interspersed with meetings with relevant members of management?
- What is the new member’s background? Do they already have audit committee experience? How can the information pack be tailored so that it is best suited to the new member?
Meetings with management
- What does the new member need to know and need to be provided with before meeting different members of management to maximize the benefit of these meetings?
- Will it be sufficient for the new member to attend regular management meetings, or should additional specific meetings be scheduled?
- Who should the new member meet with? Which site(s) should the new member visit?
- At what point should the new member meet with the head of internal audit?
- How can it be ensured that the head of internal audit can provide an honest assessment of the company’s risks, management, and internal controls?
- At what point should the new member meet with the lead audit partner?
- How can it be ensured that the lead audit partner can provide an honest assessment of the company’s risks, management, internal controls?
- Are there any other external advisors with whom the new member should meet as part of the induction program?
- Would it be beneficial for the new member to attend investor meetings?
- Would it be beneficial for the new member to obtain training/guidance from external facilitators, e.g., accounting, risk management, industry, etc.?
Ongoing professional development
- Who is responsible for overseeing ongoing professional development? How is this monitored?
- Do committee members currently obtain enough exposure to industry issues? Are additional in-house briefings required to provide more regular updates on changing circumstances?
- Would attending externally organized seminars be of benefit to committee members? Would inviting subject matter experts to audit committee meetings be a good idea?
- Does the lead audit partner assist in providing guidance of financial reporting developments?
4. Other potential discussion topics
- Expectations and role of the new AC member
- Current composition of the AC, including skills, backgrounds, experience, and expertise
- Most difficult/challenging financial statement issues
- Scope and effectiveness of the AC’s oversight responsibilities
- Highlights of the AC’s last two self-assessments, if any
- How the board interacts with the CEO and other officers
- How important decisions are made – formal and informal processes
- Toughest issues facing the board/audit committee
- Board culture, including openness and candor of communications and debate between management and the board, and among directors
- Any significant issues or concerns identified by other business leaders
- On what issues does the CEO expect to spend the most time over the next few months
- How can the skills and background of the new AC member be best leveraged for the benefit of the board and the company
- The trends of the company’s earnings
- Key financial reporting risks – the pressures and vulnerabilities in the financial reporting process
- Adequacy of the control environment, including fraud controls
- Critical accounting policies and estimates
- Level of transparency in the company’s financial disclosures
- Strengths and weaknesses in compliance programs
CIO and CISO (or equivalent role)
- How the company manages data security, compliance, cyber risk, major IT investments, and other “defensive” IT risks
- How the company leverages IT "offensively” for strategic advantage
- Nature and frequency of CIO communications with the board
- Company policies/practices for data governance, use of social media, and adoption of emerging technologies
Chief Risk Officer (or equivalent role)
- How the CRO gains a view of risk across the enterprise and how key risks are aggregated
- Aspect(s) of risk management posing the greatest challenge to the company
- CRO’s view of the company’s risk awareness, appetite and tolerance
- How the CRO views the tone and culture of senior management
- How the company’s risks compare to peers in the industry
- Strengths and weaknesses of the board’s risk oversight processes
About KPMG’s Board Leadership Center
KPMG’s Board Leadership Center offers non-executive and executive board members and those working closely with them (including CROs and Heads of Internal Audit) a place within a community of board-level peers and access to topical seminars and ‘lunch and learn’ Board Academy sessions, invaluable resources and thought leadership, and lively and engaging networking opportunities.
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