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Audit Committee Oversight: Practice and Disclosure Trends

By Randi Morrison posted 14 hours ago

  

The jointly-released CAQ/Ideagen Audit Analytics: “Audit Committee Transparency Barometer 2025” (online here) reveals, in addition to 10-year trend data, these (among other) upticks in voluntary audit committee disclosure practices and associated examples of effective disclosure based on S&P 1500 proxy statements filed from July 1, 2024 - June 30, 2025.

Cybersecurity oversight (Q10) — Cybersecurity oversight disclosure remained generally on par with 2024, with 64%, 55%, and 53% of S&P 500, S&P MidCap, and S&P SmallCap companies, respectively, disclosing in their 2025 proxies the audit committee's responsibility for cyber risk oversight - up from 39%, 28%, and 18%, respectively, in 2020. See disclosure examples 7, 8, and 9 on pages 20-22 in Appendix II.

Editor’s Note: For examples of committee charter language addressing the audit committee’s oversight of AI, see UnitedHealth Group’s Audit and Finance Committee Charter and MGM’s  Audit Committee Charter

Cybersecurity expertise (Q9) — Quickly becoming a new norm, 65%, 46%, and 44% of S&P 500, S&P MidCap, and S&P SmallCap companies, respectively, disclosed that the board of directors has a cybersecurity expert, compared to 28%, 20%, and 8%, respectively, in 2020. See disclosure examples 7, 8, and 9 on pages 20-22 in Appendix II.

Audit committee's considerations in (re)appointing the external auditor (Q1) — Generally on par with last year, 50%, 34%, and 30% of S&P 500, S&P MidCap, and S&P SmallCap companies, respectively, disclosed in their 2025 proxies the audit committee's considerations in (re)appointing the external auditor, up from 43%, 30%, and 23%, respectively, in 2020. See disclosure examples 1 and 2 on pages 14-16 in Appendix II.

Frequency of evaluation (Q7) — 38%, 23%, and 22% of S&P 500, S&P MidCap, and S&P SmallCap companies, respectively, disclosed that the evaluation of the external auditor is conducted at least annually (best practice), up from 31%, 19%, and 16% for S&P 500, S&P MidCap, and S&P SmallCap companies respectively, in 2020. See disclosure example 1 on page 14 in Appendix II.

ESG expertise (Q11) — 60%, 47%, and 40% of S&P 500, S&P MidCap, and S&P SmallCap companies, respectively, disclosed that the board has an ESG or sustainability expert, compared to 39%, 26%, and 18% in 2022 (which was the first year that question was asked). See disclosure example 11 on page 24 in Appendix II.

Appendix II of the report includes additional sample disclosures; Appendix III provides a sample “leading practice” audit committee matters and report disclosure; and Appendix IV includes questions for audit committees to consider in relation to enhancing disclosure in this area.

See the CAQ’s release, Ideagen’s post, and additional resources on our Audit Committees and Annual Meeting / Proxy Statement pages.

               This post first appeared in the weekly Society Alert!

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