HR-10 Board Independence

What is this control about?

The HR-10 Board Independence control is about demonstrating that your organization has established an oversight committee.The BoD provides oversight and guidance to the head of the organization (CEO). The oversight responsibilities include:

• Awareness of the company’s internal performance in order to give constructive feedback.
• Independent BoD to ensure that decision-making is free from conflict-of-interest issues
• BoD qualified to provide guidance to ensure soundproof decision making
• Regular meetings is to discuss the company’s progress

However, some companies may not have a BoD. In those cases, the question to ask is, who is responsible for oversight responsibility?

Is there an executive leadership team in place? If so, the executive team will serve in lieu of the BoD.

You have the ability to customize the BoD controls to make it fit your unique nature.

Available tools in the marketplace

Available templates

TrustCloud has a curated list of templates internally or externally sourced to help you get started. Click on the link for a downloadable version:

• BoD Charter template available

Control implementation

The action required here is to document a charter or overview procedures establishing the BoD composition and responsibilities. Ensure the document includes the following components:

• BoD members details that demonstrate that the majority of the Board members are independent (i.e outside the company)
• BoD members details that demonstrate that the Board members are qualified with industry experience
• The BoD meeting schedule frequency and general agenda topics to demonstrate that senior management meet frequently and discuss the company’s goals and performance

What evidence do auditors look for?

Most auditors, at a minimum are looking for the below suggested action:

• Provide a BoD Charter or page on the website or internal document that includes:
  • The BoD structure and its responsibilities
  • A list of BoD members and their background and experience

• Provide a recurring meeting calendar and evidence of agenda and meeting notes

Evidence example

From the suggested action above, an example is provided below:

1. Provide a BoD Charter or page on the website or internal document.

The BoD charter describes the role and responsibilities and the structure

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2. Provide recurring meeting calendar and evidence of agenda and meeting notes.

Example of a BoD meeting calendar

Google search

TrustCloud example of BoD meeting notes