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Audit Committee Oversight: Practice and Disclosure Trends

By Randi Morrison posted 01-01-2025 08:19 AM

  

The jointly-released CAQ/Ideagen Audit Analytics: “Audit Committee Transparency Barometer 2024” (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, 2023 - June 30, 2024.

Cybersecurity oversight—Consistent with heightened risk and stakeholder scrutiny, cybersecurity oversight disclosure continued to measurably increase. 64%, 53%, and 50% of S&P 500, S&P MidCap, and S&P SmallCap companies, respectively, disclosed in their 2024 proxies the audit committee's responsibility for cyber risk oversight - up from 39%, 28%, and 18%, respectively, in 2020. See disclosure examples 7 and 8 on pages 23-24 in Appendix II.

Audit committee's considerations in (re)appointing the external auditor—50%, 35%, and 29% of S&P 500, S&P MidCap, and S&P SmallCap companies, respectively, disclosed in their 2024 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 15-19 in Appendix II.

Frequency of evaluation—39%, 22%, and 20% 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 examples 1 and 2 on pages 15-19 in Appendix II.

ESG expertise—59%, 50%, and 39% 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 26 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 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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