The chief audit executive (CAE), director of audit, director of internal audit, auditor general, or controller general is a high-level independent corporate executive with overall responsibility for internal audit.
Publicly traded corporations typically have an internal audit department, led by a chief audit executive ("CAE") who reports functionally to the audit committee of the board of directors, with administrative reporting to the chief executive officer.
The profession is unregulated, though there are a number of international standard setting bodies, an example of which is the Institute of Internal Auditors ("IIA"). The IIA has established Standards for the Professional Practice of Internal Auditing and has over 150,000 members representing 165 countries, including approximately 65,000 Certified Internal Auditors.
The CAE is intrinsically an independent function; otherwise it may become dysfunctional and of low quality (but there are many degrees in the level of independence and efficiency). The CAE function exists only to constitute a third-level of control in the organisation, which must be independent from the first-level control (the first-level layer belongs to the management of an organisation, who is responsible in the first instance for acting in compliance with the organisation’s rules) and consecutively second-level (which are the supporting units i.e. legal, HR, risk function, financial control etc.). An effective independence is the result of both an attitude of CAE, and of prerogatives/guarantees conceded by the organisation or given by the organisation’s principals (e.g., the board of directors or audit committee).
Because the CAE understands risks and controls, company strategy and the regulatory environment the CAE may assume additional organizational responsibilities beyond traditional internal auditing.
The CAE should be independent in the performance of his/her duties, so that he/she can carry out his/her work freely without admitting interference, and as objectively as possible. Independence permits him/her to render impartial and unbiased judgements, which are essential to the proper evaluation of management and controls. It also allows him/her to view the financial actions, procedures and decisions in a detached way. This may become of an importance when providing objective assurance about the internal control framework.
To perform their role effectively, CAEs require organizational independence from management, to enable unrestricted evaluation of management activities and personnel. This can be analysed in the different points below:
All the elements below should be granted to the CAE in the basic rules of the organisation, or stated in the charter of audit approved by the audit committee and promulgated in the organization (IIA Standard 1110 Organizational Independence, and standard 1000C1).
Even though the CAE may be formally part of the management structure of the organisation (among the “chief executives”), he/she does not participate in any management decision process or accept any responsibility in the execution of company activities.
CAEs may advise management (must, when it is about compliance, risk management, internal controls...) and the board of directors (or similar oversight body) regarding how to better execute their responsibilities. But she/he remains independent of the activities observes or audits.
The primary customer of internal audit activity is the entity charged with oversight of management's activities. This is typically the audit committee, a sub-committee of the board of directors. To provide hierarchical independence, most chief audit executives report to the chairperson of the audit committee as to the performance of his/her duties.
The definition (and regular revision) of the scope of the function should be agreed between the CAE and the audit committee. The internal audit’s annual work plan, which for practical reasons must be discussed with the auditees, is subject to the approbation of the sole audit committee, board of directors, or other appropriate governing authority (IIA Standard 1110 Organizational Independence).
The internal rules and practices of the directorate of internal audit (audit manual) are of the responsibility of the CAE.
The independence of the CAE in the performance of his duties should be guaranteed in the staff rules. The audit committee should have sole competence for the final decision on appointment and dismissal of the CAE”, and for his remuneration, activity appraisal and career advancement.
The CAE reports directly to the audit committee and the board. There should be a report from the CAE to each ordinary audit committee meeting and if deemed necessary to the board. Such reports should be addressed directly to the chairman of the audit committee with parallel copy to the director-general.
However, the CAE in the performance of his daily work communicates and liaises with the director-general and the staff of the organisation.
Although CAEs and internal auditors are paid by the company, the human resource budget of the directorate of internal audit, in particular, should be protected from interference from the audited organisation. The typical risk is that the audit's budget subject to the approval of director of HR and of the DG is a source of potential interference or friendly pressure to self-limit the CAE’s critic exercise of an independent viewpoint. An appeal to the board, even expressly foreseen as part of the communication right of the CAE, is often ineffective on short-term imposed constraints, given the time constraints of the budget process. The best practice is that the audit committee's opinion is required on the CAE’s draft budget, well in advance of the normal budgeting process of the organisation.
Information is of key importance to organize, prepare and perform internal audits. Independent auditors are generally granted full access to any and all information they require to discharge their responsibilities. Reasonable restrictions would be limited to things such as personal information in personnel records such as health information. Unduly restricted access to information is a major impediment to an independent auditor and indicates that an organization is not truly supportive of the auditor's mandate and its commitment to sound governance should be questioned.
Ensure that internal auditors have appropriate professional qualifications and skills, and opportunities for sufficient training and development to maintain and develop their internal auditing competence and to obtain Certified Internal Auditor certification.
The CAE is responsible for assuring that appropriate engagement supervision is provided. Supervision is a process begins with planning and continues throughout the examination, evaluation, communication, and follow-up phases of the engagement.
Inform the Audit Committee without delay of any issue of risk, control or management practice that may be of significance. The chief audit executive (CAE) reports the most critical issues to the audit committee quarterly, along with management's progress towards resolving them. Critical issues typically have a reasonable likelihood of causing substantial financial or reputational damage to the company. For particularly complex issues, the responsible manager may participate in the discussion. Such reporting is critical to ensure the function is respected, that the proper "tone at the top" exists in the organization, and to expedite resolution of such issues. It is a matter of considerable judgement to select appropriate issues for the audit committee's attention and to describe them in the proper context.