Disclosure observations and sample language from 2019 Fortune 100 proxy statements
Topics discussed by the audit committee and external auditor
Reviewed companies indicated that the audit committee raised certain topics with their external auditors other than those required by regulations.
The Audit Committee reviewed with the Independent Auditors significant risks and exposures identified by management, the overall adequacy and effectiveness of the Company’s legal, regulatory and ethical compliance programs, including the Company’s Codes of Business Conduct, and the Company’s quality and food safety programs, workplace and distribution safety programs and information technology security programs.
Explanation provided for change in fees paid to external auditor
Most companies provide an explanation for the types of services included within each fee category. Reviewed companies explained the circumstances for the change.
Audit fees increased in 2018 due to additional audit procedures associated with the new lease accounting standard, goodwill impairments, debt offering, and the Company Transaction.