1. Title III – Corporate Responsibility
Focuses on:
– Audit Committee [AC]
– CEO/CFO Representations
1.1. Public Company Audit Committees
• Directly responsible for the [COA]: Compensation, Oversight, and Appointment of the work of the public accounting firm.
• Responsible for resolving disputes between the auditor and management.
• Auditors directly report to the AC.
• Members of the BODs of the issuer but are to be otherwise independent.
Independence criteria are as follows:
1.1.1. AC members may not accept compensation from the issuer for consulting or advisory services.
1.1.2. AC members may not be an affiliated person of the issuer; Affiliation = Ability to influence financial decisions.
The separation of audit supervision from the Board of Directors addresses the problem of inadequate board oversight.