The importance of internal audit for good corporate governance
The FRC should look at treating internal audit the same way as external audit when it amends its Corporate Governance Code, says David Lyscom, policy director at the IIA.
27 May 2014 @ 12:07 in Policy Blog.
The FRC is consulting for the second time in six months on its proposals to amend the Corporate Governance Code. In January 2014 the IIA contributed to the first consultation.
In that response we suggested that more guidance needed to be given about the role of internal audit role in supporting audit committees challenging the executive on strategic risk, risk management, governance and internal control, and about the way internal audit should be governed. The FRC will be looking at its guidance to directors (formerly Turnbull Guidance) and to audit committees (formerly Smith Guidance) in due course.
However the main focus of that consultation was to consider amendments to the code itself. The need to do this arose from the Sharman report on going concern, which recommended clarification on the assessment and reporting of solvency and liquidity risks.
In responding to changes to the code, the IIA argued that the importance of an independent and objective source of advice and assurance, separate from the management of a company, was so fundamental to board effectiveness that it needed to be expressed explicitly in the code. It was vital for boards to reassure stakeholders not only that they had assessed the principal risks, but that their views had been informed and supported by advice that was independent of the executive.
We suggested that, when outlining the role of the audit committee in respect to internal audit, the code should establish the principle that the committee should monitor the independence and objectivity of the internal audit function in order to enable it to provide the support needed by the board. We also suggested that the audit committee should concern itself with the quality of the function, judging its performance against the International Standards for the Professional Practice of Internal Auditing, the recognised professional standards for internal audit.
We still believe there is a strong case for establishing this principle in the code, as is already the case for external audit. The different treatment for internal audit seems increasingly anomalous given that recent public reports on failures of governance have highlighted the need for internal audit to be properly positioned and resourced to carry out its governance, risk and internal control functions. This requires independence from the executive and meeting certain standards. While the nature of this independence may be different from that required for external audit, it is no less important if boards are to be properly supported in their governance role.
Our suggestion is simple – to change to C.3.2 of the amended code to introduce equivalent language for internal audit to that for external audit thus:
C.3.2. The main role and responsibilities of the audit committee should be set out in written terms of reference and should include:
to monitor and review the effectiveness of the company’s internal audit function; to review and monitor the internal audit function’s independence and objectivity and the effectiveness of the internal audit process, taking into consideration relevant professional standards;
to review and monitor the external auditor’s independence and objectivity and the effectiveness of the audit process, taking into consideration relevant UK professional and regulatory requirements;
The role of the code is to establish principles, while that of guidance is to suggest how those principles should be put into practice. The lessons learnt from the scandals in the banking, finance, energy, healthcare and food sectors, not to mention prominent bribery and corruption cases, all point to boards needing to position and task internal audit to support them more effectively. The code ought to reflect this.
We look forward to engaging further with the FRC on how this works in practice in the guidance, so that we can help it develop further what is already a world-leading approach to corporate governance.
There is still time to submit a response to the FRC (the consultation closes on 27 June). We will soon be posting our own response here.