J. Michael Cook, audit committee chair for a pair of giant companies, spent two mornings in a row last week going over the year-end close and financial release for one of them. First, he talked by phone with two audit-firm partners, then with the CFO.
The call to the audit partners — “to make sure we were in sync about it all” — probably wouldn’t have taken place in the time before the Sarbanes-Oxley Act, he says. Then, management handled such communications. “Now, though, it’s a normal part of the process.”
Indeed, the last five years have created a brand new normalcy for audit committees, once seen as a uniformly inert component of the governance system. Generally, the panels get high marks for how they’ve stepped in where the CEO once ruled: maintaining the relationship with the auditor. But not always.
A survey that represented the first half of a corporate governance study by Boston College and Northeastern University accounting professors — titled Auditor Experiences of Corporate Governance in the Post Sarbanes-Oxley Era”” — found that while audit committees no longer play the “passive, ritualistic role” they had pre-2002, many hadn’t gotten the message when it comes to key roles like dispute resolution and appointing and dismissing the audit firm. At a large number of companies, management is still “the driving force” in those areas.”
It’s natural for the CEO to only grudgingly cede that responsibility to the audit committee, says Jeffrey Cohen of BC, one of the professors who authored the study. “The auditor really likes to resolve problems with management, rather than dealing with the audit committee,” he says. “In my opinion, it’s because the audit requires a lot of information from management, and the better you can resolve things with management, the better the relationship will be in the future.”
Saying One Thing, Doing Another
Cook, the former Deloitte & Touche CEO whose heads Eli Lilly’s and Comcast’s audit committees, agrees that some other companies have been resistant to giving more of that power to the board. “It has to do with financial management and their confidence,” he says. Fearing a loss of control, some managers have told the audit committee it was in charge, “then gone back to their office and said to the auditor, ‘You work for us; we don’t want you going right to the audit committee.’” But the companies he serves — he’s also on the board at International Flavors & Fragrances — are among the vast majority that he believes have adapted well to having a stronger audit panel.
Since Sarbanes-Oxley, “it’s much clearer today that there’s a three-legged stool formed by the audit committee, the auditor, and management,” he says. (At some companies, he notes, internal audit adds a fourth leg that can be equally effective.) “The legs have to be about the same length, or the stool will tumble over. There has to be a good relationship among the parties.”