2018-身居要职：审计委员会主席的抉择（英文版）-2mb

报告摘要

HEIDRICK & STRUGGLES: Audit Committee Chair Role Analysis

Core Content

The article from Heidrick & Struggles outlines the evolving and increasingly complex responsibilities of the audit-committee chair, often referred to as "the hot seat." It emphasizes the critical role this position plays in overseeing financial reporting, compliance, and risk management in today's regulatory and corporate environment.

Main Responsibilities of Audit Committee Chairs

Risk Oversight: Audit committees are now expected to manage a broader range of risks, including cybersecurity, third-party risks, and operational risks.
Financial and Compliance Oversight: They must ensure the accuracy of financial statements, manage internal audit functions, and oversee the independence of external auditors.
Coordination with Other Committees: They must collaborate with risk committees and other board bodies to ensure comprehensive governance.
Transparency and Disclosure: Increasing regulatory demands require audit committees to disclose more information about their oversight processes, especially regarding engagement partners and audit firms.

Key Developments and Regulations

Regulatory Pressure: The PCAOB introduced new rules in 2015, which were approved by the SEC in 2016 and will take effect in 2017. These rules require more transparency about audit engagements.
Board Demands: Audit chairs are typically retired individuals, with an average age of 65, indicating the high time and responsibility demands of the role.
Compensation: Audit chairs receive an average additional retainer of $23,000 annually, reflecting the value placed on their role.

Financial Expertise and Background

Qualifications: The SEC requires audit committees to consist of three independent members with financial literacy. This can include prior experience as a CEO, CFO, or partner in a Big Four accounting firm.
Common Backgrounds:
- 39% of audit chairs are or have been CEOs.
- 71% of those CEOs began their careers in finance.
- 30% are active or retired CFOs.
- 22% have been partners in a Big Four accounting firm.
- A small percentage have backgrounds in investment banking, government, or academia.

Leadership Attributes of Outstanding Audit Chairs

Financial Literacy: Essential for understanding accounting, auditing, and compliance.
Strategic Vision: Ability to grasp how financial and compliance issues impact the company’s strategy and risk profile.
Leadership Skills:
- Team Leadership: Effective in managing the committee, delegating tasks, and collaborating with external auditors and the CFO.
- Independence and Collegiality: Must be able to work collaboratively, respect diverse opinions, and maintain independence in decision-making.
- Courage: Willing to challenge management when necessary and support them when appropriate, even in the face of public or shareholder criticism.

Challenges in Filling the Role

The audit-chair role is among the most difficult to fill due to its complexity and the high level of responsibility.
Most boards do not immediately appoint new members to this role; they typically wait an average of three years, allowing the individual to acclimate to the board and company.
Individuals with prior experience as audit chairs transition more quickly into the role.

Conclusion

The audit-committee chair is a pivotal and demanding position that requires a unique blend of financial expertise, strategic insight, and strong leadership qualities. As the role continues to evolve under increased regulatory scrutiny and public expectations, the demand for qualified candidates will only grow, making it a critical focus for board recruitment and leadership development.

About the Authors

Alyse Bodine: Partner-in-charge of Heidrick & Struggles' Philadelphia office and a member of the Financial Officers Practice.
Michele Heid: Partner in the Philadelphia office and a member of the CEO & Board and Financial Officers practices.

CEO & Board Practice Overview

Heidrick & Struggles' CEO & Board Practice specializes in executive search, leadership consulting, and board development. It supports clients in identifying and appointing qualified leaders, including those for audit-committee roles, with a global network of experts.