The Committee of Sponsoring Organizations’ (COSO) framework outlines three objectives of internal control. This paper addresses the third and least emphasized component, compliance with laws and regulations. We address the growing importance of board-level oversight of legal compliance and the emerging role of a separate board committee dedicated to the compliance function. A recent COSO project emphasizes the importance of the monitoring function; COSO observes that many companies are not conducting this function effectively. We examine the use of a board-level compliance committee to monitor legal compliance. We also discuss the roles of corporate counsel and internal auditors in assisting with monitoring. Our results show that over the last 15 years a growing percentage of S&P 500 firms have adopted a board-level compliance committee. Internal auditors’ specialized training and expertise in the areas of monitoring and prevention would complement the company’s legal expertise and be of significant value to boards of directors in helping them fulfill their compliance oversight responsibilities.
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