Bryan Cave has established a team of senior lawyers to respond to the special legal needs of the audit committees of public company boards of directors. Recent federal legislation and SEC rulemaking have underscored the responsibilities that members of public company audit committees have to the company’s board of directors and to the company’s stockholders. The board of directors relies heavily on the audit committee as its safeguard against claims of accounting impropriety or wrongdoing. The investing public looks to the independence and guidance offered by audit committees to ensure corporate honesty and integrity in the company’s financial reporting.
Under the Sarbanes-Oxley Act, audit committees now are responsible for engaging, supervising, monitoring, and terminating the company’s independent auditors. In addition, outside auditors now are required to discuss all specific accounting issues with the audit committee and members of the committee must have the opportunity to question the auditors privately, without the presence of management. Audit committees must have procedures in place to permit “hotline” reporting of accounting complaints from employees and outsiders. Audit committees must investigate those complaints, make determinations and take action where appropriate.
As contemplated by the Sarbanes-Oxley Act, audit committees of public companies must have the authority and funding to retain separate advisors, including counsel. This facilitates both the independence and privileged nature of the advisors’ work for the audit committee.
Audit committees can call upon the seasoned attorneys on Bryan Cave’s Audit Committee Counseling team to provide advice and counseling not only on organizational and operational policies and procedures, but also on specific reporting and corporate compliance issues that arise. The team includes lawyers with backgrounds in corporate governance, federal securities, corporate compliance, litigation and tax. With team members located in each of our nine U.S. offices, our lawyers can regularly draw upon the experience of attorneys in our other practice areas to provide the necessary resources to our audit committee clients.