February Planning tool: Audit committee calendar of activities

Transcription

1 2015 Plaig tool: Audit committee caledar of activities

2 Plaig tool: Audit committee caledar of activities Audit committees ca use this tool to help pla their aual activities ad meetig agedas. It cosiders the requiremets for the audit committees of U.S. public compaies, icludig NYSE- ad NASDAQ-listed compaies, as well as commo s i the marketplace, ad it is subject to chage if additioal guidace is issued. The Results From: sectio idicates if the actio or resposibility results from a requiremet of rule-makig, the NYSE, NASDAQ, or a commo or emergig. The actio or resposibility, as described, may ot be a explicit legislative or regulatory requiremet or proposal, but may be a actio that logically results from other legislative or regulatory requiremets or proposals. The Frequecy sectio offers a bechmark for how ofte the activity could be performed, while the Meetig Moth sectio provides a area where the audit committee ca mark the moths i which a activity should be performed. The audit committee ca use this tool i cojuctio with the Sample Audit Committee Charter ad tailor it to reflect the resposibilities i the compay s audit committee charter. This documet is ot a all-iclusive list of activities that a audit committee should or must execute. The plaig tool cotais geeral iformatio oly ad does ot costitute, ad should ot be regarded as, legal or similar professioal advice or service 1. The iformatio preseted ca ad will chage; we are uder o obligatio to update such iformatio. Deloitte LLP makes o represetatios as to the sufficiecy of these tools for your purposes, ad, by providig them, we are ot rederig accoutig, busiess, fiacial, ivestmet, legal, tax, or other professioal advice or services. These tools should ot be viewed as a substitute for such professioal advice or services, or should they be used as a basis for ay decisio that may affect your busiess. Before makig ay decisio or takig ay actio that may affect your busiess, you should cosult a qualified professioal adviser. Deloitte LLP does ot assume ay obligatios as a result of your access to or use of these tools. This plaig tool is desiged for U.S. public compaies; exceptios to the requiremets oted below may apply for certai issuers, icludig ivestmet compaies, small-busiess issuers, ad foreig private issuers. of the items preseted here are ot applicable to volutary filers. All compaies should cosult with legal cousel regardig the applicability ad implemetatio of the various activities idetified. 1 Deloitte LLP does ot accept ay resposibility for ay errors this publicatio may cotai, whether caused by egligece or otherwise, or for ay losses, however caused, sustaied by ay perso who relies o it.

3 Geeral resposibilities requiremet Actio/resposibility Moitor audit committee members compliace with applicable idepedece rules ad regulatios. Ogoig As ecessary, egage outside legal, accoutig, or other advisers ad provide fudig to compesate As eeded those advisers. Review of fiacial/cotrols iformatio NYSE listig stadards NASDAQ listig stadards Commo frequecy Report regularly to the board of directors regardig the executio of duties ad resposibilities. Each board meetig Review the fiacial literacy ad expertise of all audit committee members. Determie audit committee Aually fiacial expert status ad determie that members are i compliace with applicable rules ad regulatios. Disclose i the Form 10-K (or equivalet aual filig) whether at least oe member of the audit committee has Aually bee determied to be a audit committee fiacial expert, as defied by the. If the board determies that someoe o the audit committee meets the defiitio, disclose his/her ame ad whether he/she is idepedet. If more tha oe audit committee member is determied to fulfill the defiitio, determie if the ames ad idepedece of those idividuals will be disclosed. If there is ot a audit committee fiacial expert, disclose why ot. Coclude each regular audit committee meetig with a executive sessio of the committee, without members of maagemet. Each audit committee meetig Periodically, meet with maagemet privately to discuss ay ecessary matters. Cosider ad pla for successio of audit committee members. Aually Review, with maagemet, the compay s fiace fuctio, icludig its budget, orgaizatio, ad quality Aually of persoel. Review ad discuss with maagemet ad the idepedet auditor the compay s aual fiacial statemets ad quarterly fiacial statemets prior to filig, icludig the compay s disclosure uder Maagemet s Discussio ad Aalysis of Fiacial Coditio ad Results of Operatios. Recommed to the board of directors whether the fiacial statemets should be icluded i the aual Aually report o Form 10-K. Review the iteral cotrols report. Aually Review maagemet certificatios required by the. Review other reports redered by the idepedet auditor ad submitted by the compay to ay As eeded govermetal body or the public. Discuss earigs press releases, icludig the type ad presetatio of iformatio, payig particular attetio to ay pro forma or adjusted o-gaap iformatio. This discussio may be i geeral terms. Discuss the fiacial iformatio ad earigs guidace provided to aalysts ad ratigs agecies. This Aually discussio may be i geeral terms. Review the regular iteral reports to maagemet prepared by the iteral audit fuctio ad Semiaually maagemet s respose. Meetig moth Jauary Jue

4 Idepedet auditor relatioship requiremet Actio/resposibility Appoit the idepedet auditor. Aually Compesate, retai, ad oversee the work of the idepedet auditor for the purpose of preparig or issuig Ogoig a audit report or related work. Review the qualificatios ad performace of the idepedet auditor, icludig the lead audit parter. Esure that parters are rotated i accordace with applicable requiremets. Preapprove audit ad oaudit services provided by the idepedet auditor. Cosider the idepedece of the auditor, icludig egagig i dialogue with the idepedet auditor with respect to ay disclosed relatioships or services that may affect the idepedece, objectivity, ad professioal skepticism of the auditor, ad take appropriate actios to oversee idepedece. NYSE listig stadards NASDAQ listig stadards Commo Aually frequecy I accordace with policy (as ecessary) Aually ad as eeded Oversee the resolutio of disagreemets betwee maagemet ad the idepedet auditor if they arise. As eeded Review with the idepedet auditor ay problems or difficulties ecoutered i the course of the audit ad Aually maagemet s respose. Uderstad the scope of the idepedet auditor s review of iteral cotrol over fiacial reportig. Aually Prior to filig periodic fiacial statemets, receive the report from the idepedet auditor required by Rule 2-07(a)(3) of Regulatio S-X. This report icludes: Critical accoutig policies ad s Alterative treatmets of fiacial iformatio withi GAAP related to material items that have bee discussed with maagemet, the ramificatios of usig these alterative disclosures ad treatmets, ad the treatmet preferred by the idepedet auditor Other material writte commuicatios betwee the idepedet auditor ad maagemet, icludig (but ot limited to) the maagemet letter ad schedule of uadjusted differeces. Discuss with the idepedet auditor the matters required to be discussed uder the stadards of the PCAOB. As reported by the idepedet auditor As reported by the idepedet auditor Periodically, meet privately with the idepedet auditor to discuss ay ecessary matters. Review hirig policies for persoel of the idepedet auditor. As eeded Obtai ad review a report by the idepedet auditor describig: The idepedet auditor s iteral quality-cotrol procedures Ay material issues raised by the most recet iteral quality-cotrol review, peer review, or ay iquiry or ivestigatio by govermetal or professioal authorities, withi the precedig five years, with respect to idepedet audits carried out by the idepedet auditor, ad ay steps take to deal with such issues All relatioships betwee the idepedet auditor ad the compay. Aually Meetig moth Jauary Jue

5 Actio/resposibility I cosultatio with the idepedet auditor ad the iteral audit fuctio, review the itegrity of the compay s fiacial reportig processes (both iteral ad exteral) ad the iteral cotrol structure (icludig disclosure cotrols ad procedures ad iteral cotrol over fiacial reportig). Fiacial reportig processes, accoutig policies, ad iteral cotrol Iteral audit activities requiremet NYSE listig stadards NASDAQ listig stadards Commo frequecy Meet with represetatives of the disclosure committee to discuss ay aomalies ecoutered i the maagemet certificatio process. Review with maagemet major issues regardig accoutig priciples ad presetatio of the fiacial statemets, icludig ay sigificat chages i the compay s selectio or applicatio of accoutig priciples, major issues as to the adequacy of the compay s iteral cotrols, ad ay special audit steps adopted i respose to material cotrol deficiecies. Review maagemet s aalyses of fiacial reportig issues ad judgmets made i coectio with the preparatio of the fiacial statemets, icludig aalyses of the effects of alterative GAAP methods o the fiacial statemets. Review with maagemet the effect of regulatory ad accoutig iitiatives, as well as off-balace-sheet As eeded structures, o the fiacial statemets of the compay. Review ad approve all related-party trasactios. Review the adequacy of procedures for the receipt, retetio, ad treatmet of complaits regardig accoutig, iteral accoutig cotrols, or auditig matters, icludig procedures for cofidetial, aoymous submissios by compay employees. Aually Receive ad review reports or complaits of questioable accoutig, auditig, or iteral cotrol matters. Semiaually or quarterly Review ad advise o the selectio or removal of the iteral audit director. As eeded Meet with the director of the iteral audit fuctio privately to discuss ay ecessary matters. Review with the iteral audit director ay sigificat difficulties, disagreemets with maagemet, or scope Aually restrictios ecoutered i the course of the fuctio s work. Review the activities ad orgaizatioal structure of the iteral audit fuctio, as well as the qualificatios of Aually its persoel. Review the iteral audit charter ad recommed ay ecessary chages. Aually Discuss, with the idepedet auditor, the iteral audit fuctio s resposibilities, budget, ad staffig. Aually Meetig moth Jauary Jue

6 Actio/resposibility Ethical compliace, legal compliace, ad risk maagemet requiremet Review the compay s code of ethical coduct ad the compay s systems to moitor compliace ad Aually eforce this code. Determie whether the code is i compliace with applicable rules ad regulatios. Receive ad review reports of code violatios ad how they were idetified ad treated. I cosultatio with the compay s legal cousel, review legal compliace ad legal ad regulatory matters that could have a sigificat impact o the orgaizatio s fiacial statemets. Discuss with maagemet sigificat risk exposures, icludig major fiacial ad accoutig risk exposures, ad the steps take by maagemet to cotrol them. NYSE listig stadards NASDAQ listig stadards Commo frequecy Semiaually, or more ofte as eeded Aually Meetig moth Jauary Jue Other resposibilities Review the audit committee charter; recommed to the board of directors ay ecessary amedmets, as Aually coditios dictate. Review, with the idepedet auditor, the iteral audit fuctio, ad maagemet, the extet to which As eeded chages or improvemets i fiacial or accoutig s have bee implemeted. Participate i appropriate cotiuig educatio. As eeded Assess performace relative to the audit committee s purpose, duties, ad resposibilities. Aually

7 For more iformatio: This publicatio cotais geeral iformatio oly ad Deloitte is ot, by meas of this publicatio, rederig accoutig, busiess, fiacial, ivestmet, legal, tax, or other professioal advice or services. This publicatio is ot a substitute for such professioal advice or services, or should it be used as a basis for ay decisio or actio that may affect your busiess. Before makig ay decisio or takig ay actio that may affect your busiess, you should cosult a qualified professioal adviser. Deloitte is ot resposible for ay loss sustaied by ay perso who relies o this publicatio. As used i this documet, Deloitte" meas Deloitte LLP ad its subsidiaries. Please see for a detailed descriptio of the legal structure of Deloitte LLP ad its subsidiaries. Certai services may ot be available to attest cliets uder the rules ad regulatios of public accoutig. Member of Deloitte Touche Tohmatsu Limited 2015 Deloitte Developmet LLC. All rights reserved.