A meeting of the NACD Audit Committee SIG was held in San Mateo on February 1, 2018.
Prior to the meeting, a Protiviti thought leadership bulletin article on The Top Global Risks for 2018 was shared with the registered guests.
Protiviti and North Carolina State University’s ERM Initiative have completed the latest annual survey of directors and C-level executives regarding the macroeconomic, strategic and operational risks their organizations face. The top risks for 2018 provide interesting insight into changing risk profiles across the globe. The overall message of this year’s study is that the rapid pace of change in the global marketplace provides a risky environment for entities of all types to operate.
This article summarizes the top risks for 2018 and provides a context for understanding the most critical uncertainties companies are facing as they move forward into 2018.
Protiviti also shared a bulletin titled "Setting the 2018 Audit Committee Agenda," which was used to provide the key topics for the meeting which included:
Assessing effectiveness of other board committee composition and focus.
Understanding critical risks that could impact the business.
Evaluating tone at the top vs. tone at the middle.
Is the finance department meeting expectations?
Is the company focused on important SEC matters?
Understanding issues raised by the PCAOB about your audit firm.
Focusing on what the company is doing to manage change.
The members agreed that topics 1, 2 and 4 would drive the agenda for the meeting. Members also expressed a desire to discuss digital disruption.
Item 1 – Members mentioned that there is a disconnect between the effectiveness between one committee and another and discussed ways that they could drive more consistency in the various board committee meetings and their respective reports to the entire board. Item 2 – Members asked if the audit committee should ultimately own risk oversight, or if there should there be a separate risk committee of the board. Also, members shared that they believe management and the full board are not doing enough to evaluate risk across the company in the strategic, operational, reputational and brand risk areas. Evaluating the company’s culture and the impact on risk awareness/risk management were also discussed. Item 4 – Questions arose as to what an audit committee should be doing to “score” or better evaluate a company’s finance function. It is not good enough anymore to ask the auditors, “What is your view on our finance team?” Members shared examples of how they spend one on one time with the CFO and other senior finance leaders to determine whether they have the right skills and right number of people in the finance department to manage financial and reporting risks.
Digital disruption and a deeper dive discussion on enterprise risk management were suggested topics for the next meeting, which will be held on April 26,2018.
All subsequent meetings will be held over lunch from 11:30 a.m. - 1:00 p. m.