Communication with Those Charged with Governance in Corporate Governance

Introduction: Effective communication between auditors and those charged with governance is a fundamental aspect of corporate governance and plays a crucial role in ensuring the integrity and transparency of the financial reporting process. “Those charged with governance” typically refers to the board of directors, audit committees, or other governing bodies responsible for overseeing the strategic direction, accountability, and financial stewardship of an organization. Communication facilitates the exchange of information regarding the organization’s financial health, internal control systems, risk management practices, and compliance with legal and regulatory frameworks. International Standards on Auditing (ISAs), particularly ISA 260, outline auditors’ responsibilities in this communication process, emphasizing the importance of timely, clear, and constructive dialogue.


1. The Importance of Communication with Those Charged with Governance

Communication between auditors and those charged with governance enhances transparency, fosters accountability, and promotes informed decision-making. It also strengthens the overall governance framework by ensuring that potential risks and issues are addressed promptly.

A. Enhancing Transparency and Accountability

  • Facilitating Informed Decision-Making: Regular and open communication helps governing bodies make informed decisions based on accurate and timely financial information.
  • Promoting Transparency in Financial Reporting: By sharing insights into financial reporting processes, internal controls, and risk management practices, auditors contribute to the transparency of financial statements.
  • Ensuring Accountability for Financial Oversight: Communication holds both auditors and those charged with governance accountable for maintaining the integrity and reliability of financial reporting.

B. Strengthening the Governance Framework

  • Building Trust and Confidence: Constructive communication fosters trust between auditors, management, and the board, enhancing the credibility of financial reporting and governance practices.
  • Facilitating Risk Management and Internal Control Oversight: Through effective communication, auditors can alert governing bodies to risks and control deficiencies, enabling proactive mitigation and oversight.

2. International Standards on Auditing (ISAs) and Communication Requirements

The International Standards on Auditing (ISAs) provide clear guidance on the responsibilities of auditors in communicating with those charged with governance. ISA 260 and related standards outline the scope, timing, and content of these communications.

A. ISA 260: Communication with Those Charged with Governance

  • Objective of ISA 260: ISA 260 aims to establish effective two-way communication between auditors and those charged with governance. It ensures that key audit matters, risks, and findings are discussed in a timely and transparent manner.
  • Scope of Communication: The standard requires auditors to communicate their responsibilities, audit scope, significant findings, and any issues identified during the audit that may affect financial reporting or internal controls.
  • Two-Way Dialogue: ISA 260 emphasizes the importance of two-way communication, encouraging governing bodies to ask questions, seek clarification, and provide feedback on audit-related matters.

B. Related Standards on Communication

  • ISA 265: Communicating Deficiencies in Internal Control: Auditors must communicate significant deficiencies and material weaknesses in internal controls to those charged with governance.
  • ISA 240: The Auditor’s Responsibilities Relating to Fraud: Auditors are required to discuss their responsibilities for detecting fraud and to communicate any identified or suspected fraud to the appropriate governing bodies.
  • ISA 570: Going Concern: If there are significant doubts about the organization’s ability to continue as a going concern, auditors must communicate these concerns to those charged with governance.

3. Key Elements of Effective Communication with Those Charged with Governance

Effective communication between auditors and those charged with governance involves several key elements, including clarity, timeliness, completeness, and a focus on matters of significance to financial reporting and governance.

A. Content of Communication

  • Auditor’s Responsibilities and Scope: Auditors should clearly communicate their responsibilities under applicable auditing standards, including their role in expressing an opinion on the financial statements.
  • Significant Audit Findings: Auditors must share significant findings from the audit, such as issues related to accounting policies, estimates, judgments, and any material misstatements identified during the audit.
  • Internal Control Deficiencies: Any identified deficiencies in internal controls, including significant deficiencies and material weaknesses, must be communicated, along with recommendations for corrective actions.
  • Independence and Objectivity: Auditors should confirm their independence from the organization and disclose any relationships or circumstances that might affect their objectivity.
  • Fraud Risks and Responses: Auditors are responsible for communicating any identified or suspected fraud and discussing how they addressed fraud risks during the audit.
  • Going Concern Issues: If there are concerns about the organization’s ability to continue as a going concern, auditors must communicate these issues and their potential impact on the financial statements.

B. Timing of Communication

  • Early Communication of Significant Issues: Auditors should communicate significant issues as early as possible during the audit process, allowing sufficient time for governing bodies to address them.
  • Ongoing and Timely Updates: Communication should be continuous and timely, with regular updates provided as new information or findings emerge during the audit.
  • Final Audit Communication: Upon completion of the audit, auditors should provide a comprehensive report summarizing key findings, conclusions, and recommendations.

C. Method and Format of Communication

  • Written Communication: While verbal discussions are important, auditors are generally required to provide formal written communication, particularly for significant findings, internal control deficiencies, and audit conclusions.
  • Formal Meetings and Presentations: Auditors often present their findings and reports in formal meetings with the board of directors or audit committee, allowing for in-depth discussion and feedback.
  • Clear and Concise Language: Communications should be clear, concise, and free from technical jargon to ensure that governing bodies fully understand the issues and their implications.

4. The Role of the Audit Committee in Facilitating Communication

The audit committee, composed of independent non-executive directors, plays a central role in facilitating communication between auditors and those charged with governance. The committee ensures that audit-related issues are addressed promptly and effectively.

A. Responsibilities of the Audit Committee

  • Overseeing the Audit Process: The audit committee oversees the external audit process, ensuring that auditors have access to necessary information and that their findings are communicated to the board.
  • Engaging in Regular Dialogue with Auditors: The audit committee maintains regular, open communication with auditors, discussing significant findings, risks, and control deficiencies identified during the audit.
  • Reviewing Audit Reports and Recommendations: The committee reviews auditors’ reports and recommendations, ensuring that management addresses identified issues and implements corrective actions.

B. Ensuring Effective Two-Way Communication

  • Asking Probing Questions: The audit committee should ask probing questions to clarify auditors’ findings, challenge assumptions, and gain a deeper understanding of audit-related issues.
  • Providing Feedback to Auditors: The committee should provide feedback on the auditors’ performance, communication style, and the clarity of their reports to ensure continuous improvement in the audit process.

5. Challenges in Communicating with Those Charged with Governance

While effective communication is essential for good governance, auditors may face several challenges in communicating with those charged with governance. These challenges can impact the clarity, timeliness, and effectiveness of audit-related communications.

A. Complexity of Financial Reporting and Audit Issues

  • Technical Jargon and Complexity: Auditors may use technical language that governing bodies, particularly non-financial board members, may find difficult to understand, leading to miscommunication or misunderstanding of key issues.
  • Complex Accounting Standards: The complexity of accounting standards and financial reporting requirements can make it challenging to convey issues clearly and concisely to those charged with governance.

B. Timing and Responsiveness

  • Delays in Communication: Late communication of significant issues may limit the ability of governing bodies to take corrective action before the completion of the audit or the issuance of financial statements.
  • Limited Availability of Governing Bodies: The busy schedules of board members or audit committee members can lead to delays in meetings and hinder timely communication with auditors.

C. Conflicts of Interest and Resistance to Audit Findings

  • Resistance from Management or Governance Bodies: Governing bodies or management may resist auditors’ findings, particularly if they involve significant control deficiencies, fraud, or financial misstatements, creating tension in the communication process.
  • Conflicts of Interest: In some cases, conflicts of interest between auditors, management, and governance bodies can hinder open and honest communication.

6. Best Practices for Effective Communication with Those Charged with Governance

To ensure effective communication, auditors should adopt best practices that promote clarity, transparency, and constructive dialogue. These practices help build trust, enhance governance, and improve the quality of the audit process.

A. Establishing Clear Communication Protocols

  • Setting Expectations Early: Auditors should establish clear communication protocols at the beginning of the audit, outlining the scope, timing, and format of communications.
  • Scheduling Regular Meetings: Regularly scheduled meetings with those charged with governance ensure continuous dialogue and timely resolution of issues.

B. Fostering a Constructive and Collaborative Environment

  • Encouraging Open Dialogue: Auditors should create an environment where governing bodies feel comfortable asking questions, seeking clarification, and discussing concerns openly.
  • Providing Actionable Recommendations: In addition to identifying issues, auditors should provide clear, actionable recommendations for addressing control deficiencies, improving financial reporting, and mitigating risks.

C. Using Clear and Concise Language

  • Avoiding Technical Jargon: Auditors should avoid using overly technical language and instead communicate in clear, concise terms that are easily understood by all members of the governance body.
  • Summarizing Key Issues: Providing executive summaries and highlighting key issues helps ensure that governing bodies focus on the most important findings and recommendations.

The Importance of Communication with Those Charged with Governance

Effective communication between auditors and those charged with governance is a cornerstone of good corporate governance, promoting transparency, accountability, and informed decision-making. By sharing insights into financial reporting processes, internal controls, and risk management practices, auditors contribute to the integrity and reliability of financial statements. Regulatory frameworks such as the International Standards on Auditing (ISAs) emphasize the importance of timely, clear, and constructive communication, ensuring that potential risks and issues are addressed promptly. Despite challenges such as complexity, timing, and resistance to findings, adopting best practices in communication fosters trust, enhances the quality of audits, and strengthens the overall governance framework. Through continuous dialogue and collaboration, auditors and governance bodies can work together to safeguard the organization’s financial health and promote long-term sustainability.

Scroll to Top