Audit Committee Communication: What is Said, Why, How and to Whom?

The way an audit committee communicates needs to reflect the context of its relationship with the Board, which differs in every company. In order to be of most use, minutes should be prepared and distributed very shortly after the meeting. However, processes varied widely. The style of audit committee meeting minutes is diverse; some are brief and anodyne, others are fuller and capture the essence of the discussion. The most important aspect of the minutes is the list of action points. Opinion diverged as to the usefulness of the committee's formal minutes. Some took the view that they did not matter, others saw them as an important tool in managing relationships, and in supporting the finance director where appropriate. More important than the formal minutes is the oral briefing given to the Board by the Chair of the audit committee. This is generally both timely and comprehensive. It is one way in which all Board directors can assure themselves that they are complying with their legal responsibilities on making full disclosure to the external auditors. The published report of the audit committee, included in a company's annual report and accounts, is seen as a compliance matter and not as a helpful form of communication. Extending its coverage was not seen as appropriate. The audit committee operates as a sub-committee of the Board, but in all critical matters its role is that of review rather than action. Accordingly, it was considered that there is no need for any increase in the level of communication - formal or informal - between the committee and investors.