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Similarly , audit committees must retain the outside auditor , and the audit committee owes its allegiance to the corporation , not to management . Under the revised exemption , audit committee members will still be required to be independent of the issuer and its affiliate , but the exemption will now apply regardless of the source of control . Accordingly , we proposed an exemption from the " affiliated person " requirement for a committee member that sits on the board of directors of both a parent and a direct or indirect consolidated majority-owned subsidiary , if the committee member otherwise meets the independence requirements for both the parent and the subsidiary , including the receipt of only ordinary-course compensation for serving as a member of the board of directors , audit committee or any other board committee of the parent or subsidiary . Ernst & Young surveyed audit committee chairs , audit committee members , board members , and others from 176 companies around the world . And finally , as the third leg of a three legged stool , audit committees need to get involved and fulfill the oversight responsibilities owed to those who have entrusted them with this function , the investing public . We will be sponsoring a summit - before the end of this year - of financial executives , corporate directors , audit committees , stock exchanges , analysts , and regulators to identify new anti-fraud initiatives and collaborate in implementing them . If not , will the CPA firm ’ s advice and recommendations be relied upon by client management in conveying their findings to external auditors , audit committees , boards of directors , or other governing bodies ? Under the final rule , an audit committee member may sit on the board of directors of a listed issuer and any affiliate so long as , except for being a director on each such board of directors , the member otherwise meets the independence requirements for each such entity , including the receipt of only ordinary-course compensation for serving as a member of the board of directors , audit committee or any other board committee of each such entity .