January 2010

In the event you missed it, the U.S. Securities and Exchange Commission (SEC) announced the adoption of new rules on enhanced proxy disclosures (PDF) December 16, 2009. The new rules will likely have far-reaching impacts on risk management and corporate governance in the U.S. They require disclosures in publicly traded companies’ proxy and information statements about:

• The relationship of a company’s compensation policies and practices to risk management.
• The background and qualifications of directors and nominees.
• Legal actions involving a company’s executive officers, directors, and nominees.
• The consideration of diversity in the process by which candidates for director are considered for nomination.

One of the most significant developments of the internal audit profession in the past decade has been its rise in stature relative to audit committees. A decade ago, a chief audit executive (CAE) with a functional reporting relationship to the audit co​mmittee was considered a “leading practice.” Today, it’s the norm.

Along with enhanced reporting relationships have come a number of other practices reinforcing the value audit committees place on a strong, independent, and effective internal audit function. One of these practices has been regular and frequent “executive ​​sessions” between the audit committee and CAE. The IIA has long recognized and advocated the value of executive sessions.…