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Audit Director

United States

Job Type

Part Time

Indicative Compensation

TBD

Remote working allowed

Yes

Date of Posting

3/28/24

Core Category

Sustainability

Industry Domain

Banking Domain

Inclusion Slates

Equal Opportunity Employer

Gender, Minorities, LGBTQIA+, Veterans, Differently abled

About the Role

"The Corporation will provide for appropriate funding, as determined by the Committee, for payment of compensation to the independent auditors for the purpose of preparing or issuing an audit report, or performing other services, compensation to any advisors employed by the Committee, and ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties.

The Audit Committee Director, you will be responsible for the following:

1. Review and discuss the Corporation’s annual audited financial statements and quarterly financial statements with management and the independent auditors, including the Corporation’s disclosures made in management’s discussion and analysis of financial condition and results of operations, prior to the filing thereof with the SEC.

2. Recommend to the Board of Directors whether the annual audited financial statements should be included in the Corporation's Annual Report on Form 10-K. Prepare and submit the audit committee report as required by the SEC to be included in the Corporation's annual meeting proxy statement.

3. Review with management and the independent auditors (a) major issues regarding accounting and auditing principles and practices and financial statement presentations, including any significant changes in the Corporation’s selection or application of accounting principles, and any major issues as to the adequacy of the Corporation’s internal and disclosure controls and any special audit steps adopted in light of material control deficiencies; (b) analyses prepared by management or the auditors setting forth significant financial reporting issues and judgments made in connection with the preparation of the Corporation’s financial statements, including analyses of the effect of alternative Generally Accepted Accounting Principles (GAAP) methods on the Corporation’s financial statements; and (c) the effect of regulatory and accounting initiatives, as well as any off-balance sheet structures, on the Corporation’s financial statements.

4. Discuss periodically with management the quarterly earnings press releases (paying particular attention to any use of ""pro forma"", or ""adjusted"" non-GAAP, information), as well as financial information and earnings guidance provided to analysts and rating agencies for the Corporation. This responsibility may be performed generally (i.e., by discussing the types of information to be disclosed and the type of presentation to be made). The Committee need not discuss in advance each earnings release or each instance in which the Corporation may provide earnings guidance. However, the Committee or the Chair of the 3 Committee (or another member of the Committee designated by the Chair) will review the quarterly earnings releases and discuss them with management and the independent auditors prior to their release to the public.

5. Discuss with management the Corporation's major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Corporation’s risk assessment and risk management policies.

6. Review, prior to the CEO and CFO quarterly or annual report certification submission to the SEC, (a) all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting that are reasonably likely to adversely affect the Corporation’s ability to record, process, summarize and report financial information; (b) any fraud, whether or not material, that involves management or other employees who have a significant role in the Corporation’s internal control over financial reporting; and (c) any change in internal control over financial reporting that occurred during the Corporation’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Corporation’s internal control over financial reporting. Oversight of Independent Auditors

7. Receive and review reports from the independent auditors at least annually describing (a) the auditors’ internal quality-control procedures, (b) any material issues raised by the most recent internal quality- control review, or peer review, of the firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm, (c) any steps taken to deal with any such issues, and (d) (to assess the auditors' independence) all relationships between the auditors and the Corporation. Annually evaluate the qualifications, performance and independence of the auditors, including reviewing and evaluating the lead partner of the auditors, monitoring compliance with all audit partner rotation requirements required by law, considering whether there should be a change of the audit firm, and considering whether the auditors’ quality controls are adequate and the provision of permitted non- audit services is compatible with maintaining the auditors’ independence, and, taking into account the opinions of management and internal auditors, present its conclusions with respect to the independent auditors to the Board of Directors.

8. Before the engagement of the independent auditor and at least annually thereafter, review and discuss with the independent auditor the auditor’s written communications to the Committee regarding the relationships between the auditor and the Corporation that, in the auditor’s professional judgment, may reasonably be thought to bear on its independence and affirm in writing to the Committee that the auditor is independent. 9. Review and discuss reports from the independent auditors related to (a) all critical accounting policies and practices used by the Corporation; (b) material alternative treatments of financial information permitted by GAAP that have been discussed with management, including the ramifications of the 4 use of such alternative disclosures and treatments, and the treatment preferred by the auditors; and (c) other material written communications between the auditors and management such as any management letter or schedule of unadjusted differences before the auditors’ quarterly or annual report on the financial statements of the Corporation is filed with the SEC.

10.Review and approve the Corporation’s policies for any hiring of employees or former employees of the independent auditors.

11.Meet with the independent auditors to review and approve the scope and staffing of the annual audit and quarterly reviews.

12.Discuss with the independent auditors the matters required to be discussed by Statements on Auditing Standards No. 114 relating to the conduct of the audit, which should include a discussion of any audit problems or difficulties and management's response, any restrictions on the scope of activities or access to requested information, and any significant disagreements with management. Oversight of Internal Audit Function

13.Review the appointment, responsibilities, and compensation of the General Auditor, and periodically review the performance of the General Auditor and the internal audit department.

14.Review with the Corporation's General Auditor: (a) the internal audit department responsibilities, budget and staffing; (b) and approve, the scope of the annual internal audit plan; (c) any comments the General Auditor may have on major issues related to the internal audit activities or restrictions, if any, imposed on them; and (d) any significant findings of internal audits and management's responses.

15.Discuss with the independent auditors and management the internal audit department responsibilities, budget and staffing. Compliance Oversight Responsibilities

16.Monitor compliance by the Corporation and its subsidiaries and controlled affiliated entities with applicable legal and regulatory requirements and the Corporation's standards of business conduct and conflict of interest policies, including periodically meeting with the Corporation’s Chief Compliance Officer and Ombuds regarding potential serious violations of the Code of Conduct, and review with the Chief Compliance Officer any material changes to the Corporation’s ethics and compliance charter and program.

17.Review with the Corporation's General Counsel legal matters that may have a material effect on the financial statements, the Corporation's compliance policies and any material reports or inquiries received from regulators or governmental agencies.

18.Meet periodically with the Corporation's senior executive officers, the Corporation's General Auditor, the Corporation’s Ombuds and the independent auditors in separate executive sessions.

19.Review and approve the Corporation’s procedures for (a) the receipt, retention and treatment of complaints received by the Corporation regarding accounting, internal accounting controls or auditing matters; and (b) the confidential, anonymous submission by employees of the Corporation of concerns regarding questionable accounting or auditing matters.

20.Review management’s report related to the effectiveness of the Corporation’s internal control over financial reporting and the independent auditors’ attestation report on the Corporation’s internal control over financial reporting.

21.Report regularly to the Board of Directors any issues that arise with respect to the quality or integrity of the Corporation’s financial statements, the Corporation’s compliance with legal or regulatory requirements, the qualifications, performance and independence of the auditors, or the performance of the internal audit department.

22.Review and approve, annually and, as appropriate, more often (including such as may be required in the event of a change in the Corporation’s hedging strategy), (a) the Corporation’s policies governing the use of swaps and other derivatives, and (b) the Corporation’s decision to enter into derivatives and swaps that are exempt from the clearing and trade execution requirements of the Commodities Exchange Act and rules and regulations promulgated thereunder. Other Responsibilities

23.Review any other matter brought to its attention within the scope of its duties and report to the Board of Directors as appropriate.

24.Review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board of Directors for approval.

25.Annually review its own performance. While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Corporation's financial statements are complete and accurate and are in accordance with generally accepted accounting principles. These duties are the responsibility of management and the independent auditors."

Requirements

"The Audit Committee has been constituted by the Board of Directors to assist the Board in overseeing
- the accounting and financial reporting processes of the Corporation, 
- the internal control and disclosure control systems of the Corporation, 
- the integrity and audits of the financial statements of the Corporation, 
- the compliance by the Corporation with legal and regulatory requirements, 
- the qualifications and independence of the Corporation’s independent auditors, and
- the performance of the Corporation's internal audit function and independent auditors.

As a member of the Board, you would oversee the CEO and other senior management in the competent and ethical operation of the Corporation on a day-to-day basis and ensure that the long-term interests of shareholders are being served.

To satisfy the Board’s duties, you will be expected to take a proactive, focused approach to their positions to ensure that the corporation is committed to business success through the maintenance of high standards of responsibility and ethics.

For all directors, the corporation requires an independent mindset, integrity, personal and professional ethics, business judgment, and the ability and willingness to commit sufficient time to the Board.

The Board considers many factors in evaluating the suitability of individual director candidates, including their general understanding of global business, sales and marketing, finance, and other disciplines relevant to the success of a large, publicly traded company; understanding of  business and technology; educational and professional background; personal accomplishment; and national, gender, age, and ethnic diversity.
In all cases, a record of significant accomplishment in a relevant arena is a must.

The Board is committed to actively seeking highly qualified women and individuals from minority groups to include in the pool from which new candidates are selected.

Experience driving business success in markets around the world, with an understanding of diverse business environments, economic conditions, cultures, and regulatory frameworks, and a broad perspective on global market opportunities.

Extended leadership experience for a significant enterprise, resulting in a practical understanding of organizations, processes, strategic planning, and risk management. Demonstrated strengths in developing talent, planning succession, and driving change and long-term growth.

Prior M&A experience is desired - A history of leading growth through acquisitions and other business combinations, with the ability to assess “build or buy” decisions, analyze the fit of a target with a company’s strategy and culture, accurately value transactions, and evaluate operational integration plans.

A significant Leadership background at a financial firm or management of the finance function of an enterprise, resulting in proficiency in complex financial management, capital allocation, and financial reporting processes"

About the Company

theboardiQ has been retained for an "Audit Director" role for a Russell 3000 Publicly Traded Company

Contextual description

"5" being most important and "1" being least important

1. Values

Weightage

1. Relationship Building

5

Develops internal and external trusting, professional relationships. Purposefully develops networks to build value through collaboration

2. Creativity and Innovation

4

Uses critical thinking to evaluate problems, gather information, understand causes, and identify best possible solutions. Invests time in planning, discovery, and reflection to drive better decisions and more efficient implementations.

3. Teamwork and Collaboration

5

Capable of working well with others both on the team and cross-functionally to achieve individual goals, team goals, department goals, and/or organizational goals. Values diverse perspectives and working with others as a way to achieve the best output possible.

4. Managing through change and adversity

5

Adjusts thinking and behavior to resiliently face change, and uses experience to fuel growth. Embraces failure as a learning opportunity for themselves and others. Enables the process of change and transition while helping others deal with the effects of change.

5. Strategic Leadership and Execution

5

Applies vision to think beyond the immediate situation and explores multiple potential paths. Invests time in planning, discovery, and reflection to better drive decisions and more efficient implementation. Ensures that business goals are met by executing, monitoring, and adjusting the organizational action plan.

6. Customer Focus

5

Prioritizes and takes action on the needs of both internal and external customers. Designs and delivers products and services with the customer experience top of mind.

2. Skills

Weightage

1. Financial Accounting | Audit

5

Your track record of experience related to a financial / accounting background that may meet regulatory requirements to be deemed a “Financial Expert”.

2. Finance | Capital Allocation

5

Your track record of experience related to understanding of finance and financial reporting processes, and awareness of strategies to ensure accurate and compliant reporting as well as robust financial controls.

3. Risk Management and Cybersecurity

4

Your track record of experience in overseeing, managing, and mitigating risks, including cybersecurity, regulatory compliance. intellectual property, and customer management; and an understanding of how to assess and develop strategies to address environmental and social issues.

4. Real Estate

3

Proven track record of building relationships with city officials and town planners. Subject matter expertise in real estate planning, land use planning, building construction/ engineering, civil engineering, architecture / landscape architecture.

5. Business Ethics and Compliance

4

Your track record of experience in corporate integrity, conflict of interest, confidentiality and data protection, prevention of bribery, ethical marketing and fair competition, corporate social responsibility — health and safety and fair labour.

6. Technology and Systems

4

Your track record of experience in leveraging software technology to solve customer issues, proficiency in commercializing disruptive innovations and developing innovative business models, and knowledge of digitization, mobility, cybersecurity, data management and analysis, and integrated software/hardware.

7. International Experience

4

Your track record of growing market share and revenue in markets around the world; an understanding of how to drive growth in both mature and emerging markets, as well as regulated and free markets; and insight into the talent needs of diverse geographic markets.

8. Human Capital Management | Executive Compensation

3

Your track record of experience related to People. Exposure in matters pertaining to governance of key workplace policies (without getting into management and operational matters) — ethics and compliance, prevention of sexual harassment and workplace safety, business conduct, employee engagement and other key metrics. Track record of experience related to Pay for Performance Philosophy. Understanding and experience related to executive base compensation, variable, equity and long term incentive plans are critical. Gender Pay Parity and CEO Median to Employee Pay Ratios are important metrics here.

9. Environmental, Social and Governance

3

Your track record of experience in the four pillars prescribed by the WEF1) People: Reflecting a company’s equity and its treatment of employees. Metrics include diversity reporting, wage gaps, and health and safety.2) Planet: Reflecting a company’s dependencies and impact on the natural environment. Metrics in this pillar include greenhouse gas emissions, land protection, and water use.3) Prosperity: Reflecting how a company affects the financial well-being of its community. Metrics include employment and wealth generation, taxes paid, and research and development expenses.4) Principles of governance: Reflecting a company’s purpose, strategy, and accountability. This pillar includes criteria measuring risk and ethical behavior.

10. Government and Public Policy

3

Your track record of experience in understanding geo political and macro economic indicators of geographies and countries. Exposure to key drivers of economic growth affecting the industry. Public Policy and liaison with the Government in shaping industry and technology direction.

11. CEO and Business Head

3

Experience as a “Public or Private Company CEO" and a proven track record of excellent executive leadership skills, including hands-on responsibility for strategic and operational planning, financial reporting, compliance, risk management, and talent management, and success in delivering growth strategies. Specific attributes include ability to manage complexity and ethical approach to conducting business.

12. Marketing and Sales

3

Your track record of growing market share/revenue through innovative marketing and effective selling — a history of building brand awareness and equity, knowledge of how to enhance enterprise reputation and image, an understanding of the voice of the customer and the power of differentiating a brand in a way that is compelling to target customers.

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