Nominating and Governance Committee Blueprint

As part of NACD’s Future of the American Board initiative, the KPMG Audit Committee Institute/ Board Leadership Center and NACD convened the Audit Committee Working Group. Its purpose was twofold. First, to identify what has changed, and will change, for audit committees—internal and/or external forces and factors having the greatest impact on the audit committee’s work, responsibilities, agenda, and time. And second, to identify key areas of focus and emerging practices for audit committees to consider as they reassess their oversight processes and refine how the committee operates in an ever-more turbulent business and risk environment.

This report builds on some of the recommendations from the report of the NACD Blue Ribbon Commission on the Audit Committee, which was issued in the wake of the global financial crisis to provide practical suggestions and highlight leading practices regarding audit committee effectiveness. Recognizing that audit committees and boards are at another inflection point, the insights from this report’s diverse Working Group are designed to put audit committee effectiveness into fresh context. It also recognizes that each audit committee faces challenges unique to that committee, board, company, and industry.

The insights and suggested actions highlighted in this report can help every audit committee reassess its effectiveness at this pivotal moment for audit committees, boards, and Corporate America, and position itself for the future.