Governance, Ethics & Risk

Audit committee

A committee of the board of directors responsible for overseeing financial reporting, external and internal audit, internal controls and — increasingly — sustainability-related disclosure and risk.

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Definition

A committee established by and from the board of directors to oversee the entity's accounting and financial reporting processes and the audits of its financial statements; where no such committee exists, the full board performs the role. Listed-company rules typically require independent members and at least one financial expert.

References

Overview

What it means

The modern audit committee's remit, strengthened after early-2000s corporate scandals, covers appointment and oversight of independent auditors, review of financial statements and disclosures, oversight of internal control over financial reporting, whistleblower procedures and enterprise risk.

Its scope is expanding to sustainability: ESG risk oversight, assurance of sustainability reporting and connectivity between sustainability and financial disclosures increasingly sit with the committee.

How it is used

Companies formalise the committee's duties in a charter; regulators and exchanges set composition and independence requirements. In sustainability governance, boards assign oversight of climate risk, sustainability assurance and non-financial reporting either to the audit committee or a dedicated sustainability committee.

Why it matters

Credible sustainability disclosure needs the same governance discipline as financial reporting. Where audit committees extend their controls mindset to sustainability data, greenwashing risk falls; where they don't, sustainability claims lack institutional checking.

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