CGOV.5:5.2 - A required committee with missing capability

A company’s applicable rules require an audit committee and specify its composition. Its members meet those requirements but cannot interpret a new reporting issue. Eliminating the committee is not an available response under the current rule.

The design question concerns the missing contribution: obtain appropriately qualified support, give members enough time and access to understand the issue, and preserve the committee’s own oversight responsibilities. Hiring an adviser supplies an input; it does not transfer the committee’s duties to that adviser.