Nano Circuits Inc., is a publicly traded company that produces electronic control circuits, which are used in many products. In an effort to comply with SOX, Nano is in the process of establishing an in-house internal audit function, which previously had been outsourced. The company began this process by hiring a Director of Internal Audits. Nano Circuits’ CEO recently called a planning meeting to discuss the roles of key corporate participants regarding the implementation and maintenance of internal controls. Central to this decision is the organizational placement of the future internal audit function and to whom the new Director of Internal Audit should report. In addition, Nano Circuits considered the need to reconstitute its Board of Directors Audit Committee. Participants at the meeting included the company president, the chief financial officer, a member of the audit committee, a partner from Nano Circuits external audit firm, and the Director of Internal Audits. Expectations and concerns presented by the meeting participants are summarized below.
CEO: The CEO expressed concern that Nano Circuits complies with SOX and PCAOB requirements and recommendations. The internal audit function should strengthen the organization’s internal control system by developing control policies and procedures and by detecting violations of policies and procedures.
CFO: The CFO saw the role of the internal audit function as one that should be focused primarily on financial issues and therefore, the director of Internal Audits should report to the CFO.
Audit committee member: The committee member felt strongly that the Audit Committee as currently constituted is appropriate and no changes need to be made. Although none of the committee members are trained accountants they all have extensive industry experience, they have all been associated with Nano Circuits in various capacities for many years, and are well qualified to fulfill their policy-oversight responsibilities.
External audit partner: The external audit partner pointed out that the internal audit function should be organized such that it supports a close working relationship with the external auditors. This would include monitoring internal control systems on a continuing basis to provide a body of evidence on which the external auditor can rely.
Director of Internal Audits: The Director of Internal Audits argued that the new IA function should focus more on operational auditing issues, but it also should play a role in the review of internal controls over financial reporting.
Required:
a. Describe the role that each of the following areas has in the establishment, maintenance, and evaluation of internal control:
i. Management
ii. External auditor
iii. Internal audit
b. To whom should the Director of Internal Audits report. Explain your answer.
c. Comment on the audit committee member’s perspective as to the committee’s current composition.