Large-Company Audit Committees Continue to Expand Voluntary Disclosures

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October 14, 2014

As reported in prior posts, many regulators, governance groups and investor advocates have recommended that audit committees voluntarily expand the disclosures about their work included in the proxy statement.  (See our previous posts from May, March and November.) A recent  Ernst & Young report described "a consistent movement by Fortune 100 companies to enhance the depth and scope of audit committee related disclosures."

Among the significant trends in 2014 proxies identified by EY:

  • 65% of Fortune 100 companies stated that the audit committee is responsible for the appointment, oversight and compensation of the audit firm, compared to 40% in 2012 (and 53% in 2013).
  • 46% stated that the selection of the auditor is in the best interests of the company/stockholders, compared to 4% in 2012 (24% in 2013).
  • 44% disclosed that the committee was involved in the selection of the lead audit partner, compared to 1% in 2012 (18% in 2013).
  • 19% of companies voluntarily disclosed that the audit committee is responsible for audit fee negotiations, compared to 1% of companies in their 2012 proxies (10% in 2013). Notably, in 2014 only 8% provided explanations for changes in fees paid to auditors.
  • 28% said that the committee considers the impact of changing auditors when assessing whether to retain the current external auditor, compared to 3% in 2012 (16% in 2013). Of Fortune 100 companies, 50% now disclose the length of the auditor's tenure.

Notably, in 2014 only 8% of the Fortune 100 companies disclosed the topics that the audit committee discussed with the auditor, beyond the matters required to be discussed under the SEC rules. This percentage has not changed since 2012.

While the EY report shows a clear trend among the largest companies, the extent to which smaller companies are providing enhanced disclosure is not as clear. Nonetheless, audit committees for all companies will want to consider the possibility of including voluntary disclosures in the 2015 proxy season.

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Topics:AuditingCorporate GovernanceNews