If you’ve ever seen a television ad for a prescription drug, chances are you heard a soothing voice urging you to “talk to your doctor” about the treatment in question.
Now, I may not have a silky voice fit for TV, but I do have a similar message for the distinguished readers of the NACD Board Leaders’ Blog: Talk to your auditors about cybersecurity.
The Importance of Communicating About Cybersecurity
Unlike a blockbuster pharmaceutical, there is no magic pill that can solve the big, complex, and evolving issue of cybersecurity. In recent years, however, the key elements of a sound approach to cybersecurity have become clearer, and one of those elements is communication.
Regulators certainly recognize the importance of communication from businesses to investors. In September 2017, Securities and Exchange Commission (SEC) Chair Jay Clayton stated, “I recognize that even the most diligent cybersecurity efforts will not address all cyber risks that enterprises face. That stark reality makes adequate disclosure no less important.”
Accordingly, the SEC remains strongly focused on ensuring the adequacy of public company disclosures of cybersecurity risks and how those risks are managed. Likewise, investor groups, such as the Council of Institutional Investors, have also asked company boards to strive for transparency in reporting efforts around cyber threats.
At companies, communication is no less critical between and among boards of directors, company management, external auditors, and internal auditors. Each group has a role to play, and each must have a grasp of the others’ roles. Ongoing dialogue fosters this understanding.
CPA Firms and Cybersecurity: Bringing Expertise and Values
Before jumping into a dialogue with external auditors, a board member might wonder, “Why talk to an accounting firm about cybersecurity?” It’s a fair question, with two simple answers.
- Deep expertise. Not only do certified public accounting (CPA) firms provide independent assurance services in both the financial statement audit and a variety of other subject matters, they have played a role in assisting companies with information security for decades. In fact, four of the leading 13 information security and cybersecurity consultants are public accounting firms.
- Strong values: CPAs bring to bear strong values that have defined and guided the profession for over a century. Foremost among these values are independence, objectivity, and skepticism.
Key Topics to Discuss with Your Auditor
So, having established that a conversation with a CPA firm about cybersecurity is a good idea, what is there to talk about with your auditors? The Center for Audit Quality (CAQ) has recently released a cybersecurity tool for board members to guide these conversations. The tool, which leverages resources from NACD and others, covers areas including the following important topics.
How the Financial Statement Auditor Considers Cybersecurity Risk
An essential starting point in the dialogue is to get clarity on the current roles and responsibilities of the financial statement auditor when it comes to cybersecurity. This conversation may include, if applicable, the audit of the effectiveness of a company’s internal control over financial reporting (ICFR).
A talk with the external auditor might involve the following questions.
- How does the financial statement auditor’s approach include the consideration of cybersecurity risks when identifying and assessing risks of material misstatement for the financial statement and ICFR audits?
- If, as part of understanding how the company uses information technology in the context of its financial statements and ICFR, the financial statement auditor identifies a cybersecurity risk, how does that risk get addressed in the audit process?
- Why don’t the financial statement auditor’s procedures on an ICFR audit address all of the company’s enterprise-wide cybersecurity risks and controls?
- What impact does a cybersecurity breach have on the financial statement auditor’s assessment of ICFR?
- In the event of a cybersecurity breach that results in a potential need for a contingent liability that could be material, what is the audit response of the financial statement auditor?
How CPA Firms Can Assist Boards in Cyber-Risk Oversight
Although cybersecurity risk management practices are typically beyond the scope of a typical financial statement audit, the CPA profession’s commitment to continuous improvement, public service, and increased investor confidence has resulted in a greater focus on this area.
One example is the cybersecurity risk management reporting framework developed by the American Institute of CPAs (AICPA). The voluntary framework, known as SOC for Cybersecurity, enables CPAs to examine and report on management-prepared cybersecurity information, thereby boosting the confidence that stakeholders place on a company’s initiatives.
Here are seven questions to ask CPA firms about these initiatives.
- How can the AICPA framework be used as a self-assessment tool to help management or the auditor (via a readiness engagement) identify opportunities for improvement in the company’s cybersecurity risk management program?
- How is the AICPA’s cybersecurity risk reporting framework used by auditors as part of an attestation service to evaluate management’s description of its cybersecurity risk management program? How does it determine whether controls within the program were effective at achieving the company’s cybersecurity objectives?
- What technical expertise do CPA firms possess that qualify them to perform a readiness engagement or an examination to validate effectiveness of controls specific to a company’s cybersecurity risk management program?
- The SOC for Cybersecurity examination cannot prevent or detect a cybersecurity threat or breach. Accordingly, what is the goal of the cybersecurity examination?
- What factors should be considered by the company and the CPA firm prior to engaging its financial statement auditors to perform the readiness assessment or examination for entities subject to SEC independence rules?
- What is the audit profession doing to help address cybersecurity risks from third party vendors or service providers?
- What other types of engagements are available to help board members with cybersecurity risk oversight?
These questions, of course, are just a starting point. I urge you to read the CAQ tool for more ideas on how you can—and here I switch to my smoothest TV-announcer voice—talk to your auditors about cybersecurity.
Cindy Fornelli is a securities lawyer and has served as the Executive Director of the Center for Audit Quality since its establishment in 2007.