Governance, risk and compliance

SmartSuite for the Audit Committee Chair

The Audit Committee Chair leads the board committee responsible for financial reporting integrity, internal control, and the independence of internal and external audit. They oversee the audit plan, review significant findings and hold management to account for remediation.

Audit Committee Chair

Reports to:

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What you own

The Audit Committee Chair leads the board committee responsible for financial reporting integrity, internal control, and the independence of internal and external audit.

  • Chair the audit committee and set its agenda
  • Oversee the integrity of financial reporting and internal control over financial reporting
  • Approve the internal audit charter and risk-based audit plan
  • Oversee the appointment, independence and performance of the external auditor
  • Review significant audit findings and management's remediation
  • Oversee whistleblowing and ethics arrangements
  • Report committee conclusions to the full board

At a glance

The GRC processes this role owns, touches and depends on.

Owns

accountable for the process

audit, reporting

Touches

contributes or approves

compliance, risk

Depends on

consumes its output

policy

How the GRC processes connect

Three lines of defense set the frame; the chain shows where each process hands off to the next. Colors follow the role: navy is owned, blue is touched, gray is depended on.

Reporting lines

Who this role reports to, who reports to them, and the peers they work with most.

Reports to

Direct reports

Works closely with

Chief Financial Officer

Chief Financial Officer

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Board Risk Committee Chair

Board Risk Committee Chair

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Chief Compliance Officer

Chief Compliance Officer

See the role
Chief Audit Executive

Chief Audit Executive

See the role
External Auditor

External Auditor

See the role

How SmartSuite supports this role

Lead

Internal audit. Lets committee members review engagement results and risk ratings across departments directly, with summarized dashboards built for board use.

Issues and actions. Shows remediation progress and emerging risk themes so oversight of management actions is based on live data.

Compliance management. Gives visibility of SOX certification status and open deficiencies ahead of the quarter end.

Reporting. Provides concise, data-driven assurance summaries that support board decision-making.

Products this role uses most

Internal Audit Management
Plan, execute, and report on audits with complete assurance oversight — linking findings to risks, controls, and remediation actions in a single workspace.
SOX Compliance
Manage SOX compliance with structured control testing, evidence tracking, and real-time visibility into financial reporting controls and audit readiness.
Issues Management
Track and remediate issues across audits, risk, and compliance with structured workflows, clear ownership, and real-time visibility into resolution status.

Industry reference

Sarbanes-Oxley Section 301 defines the committee: independent members, direct responsibility for the external auditor and a channel for whistleblower complaints. Section 407 requires disclosure of a financial expert, and NYSE 303A.07 and Nasdaq 5605(c) set composition and charter requirements. PCAOB AS 1301 governs what the auditor must communicate to the committee.

Banks above the FDICIA thresholds (12 CFR 363) must have an independent audit committee that oversees management's internal control report. UK listed companies follow the FRC's Audit Committees and the External Audit: Minimum Standard (2023). Public bodies and non-profits adopt the same structure through GAO's Yellow Book and state or charity regulation.

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Frequently asked questions

What is the Audit Committee Chair accountable for?

The Audit Committee Chair leads the board committee responsible for the integrity of financial reporting, internal control over financial reporting and the independence of internal and external audit. They set the committee's agenda, approve the internal audit charter and risk-based plan, oversee the external auditor's appointment and performance, review significant findings and management's remediation, oversee whistleblowing and ethics arrangements and report the committee's conclusions to the full board.

How does SmartSuite give an Audit Committee Chair direct sight of audit results?

SmartSuite lets committee members review engagement results and risk ratings across departments directly in Internal Audit Management, with summarized dashboards built for board use. Rather than waiting for a pack assembled before each meeting, the chair can see which engagements are complete, how each area was rated and where the significant findings are, and go to the underlying engagement when a rating needs explaining. The Chief Audit Executive presents from the same records.

How does the chair hold management to account for remediation?

Issues Management shows remediation progress and emerging risk themes from live data, so the chair's oversight of management actions does not depend on a status report prepared by the people being overseen. Each finding carries an owner, a due date and its current state; the chair can see which agreed actions are overdue, which are repeatedly deferred and where the same theme recurs across departments, and put those questions to management with the record in front of them.

How does the committee see SOX certification status before quarter end?

SOX Compliance gives the committee visibility of certification status and open deficiencies ahead of the quarter end, rather than at the point of sign-off. The chair can see which controls have been tested, which deficiencies remain open and whether remediation is on track, which is the information needed to challenge the Chief Financial Officer and the External Auditor before certifications are signed rather than after.

How does the Audit Committee Chair report to the full board?

The chair reports the committee's conclusions to the full board using concise, data-driven assurance summaries that SmartSuite produces from the audit, SOX and issue records. The summary covers assurance coverage, significant findings and remediation status, and because it is generated from the same data the Chief Audit Executive and Chief Compliance Officer work in, the chair's report and management's account reconcile. The Board Risk Committee Chair can read the same records for shared risk themes.

What access does a non-executive committee member need to use SmartSuite?

Committee members need read access to the audit dashboards, SOX status and remediation views, which the internal audit function sets up; they do not need to operate the system. The committee can start using the board dashboards as soon as the audit function's engagements and findings are recorded in SmartSuite; new customers can begin that recording in SmartSuite Onboarding, a guided four-week program around one or two priority workflows. Members see current data between meetings, so the agenda the chair sets reflects what has changed since the last one.

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