1. 1 ACI Annual Audit Committee Survey - Global M A R K E T I N G & C O M M U N I C A T I O N S R E S E A R C H Charles Garbowski Research February 21, 2006 Charles Garbowski Research February 21, 2006

2. 2 Objectives And Methodology

3. 3 Objectives Gauge input, globally from Audit Committee Members regarding: Audit Committee processes Issues and trends affecting Audit Committees Composition / background of Audit Committees and their members Relationships with other company functions / executives Compare results by global region

4. 4 Methodology Analysis based on 1,231 electronic and paper surveys conducted November 1, 2005 – January 31, 2006 in the following global regions: Americas (453 respondents) Europe (413 respondents) South Africa (84 respondents) Asia (136 respondents) Australia (133 respondents) Other / unspecified international (12 respondents)

5. 5 Methodology Americas:BrazilCanadaMexicoU.S.Europe:BelgiumDenmarkFranceGermanyIreland Isle of Man NetherlandsSwitzerlandU.K.

6. 6 Methodology South Africa Asia:IndiaMalaysiaSingaporeAustralia

7. 7 Methodology Respondents are all Audit Committee Members of at least one company U.S. and Canada respondents are all Audit Committee Members of at least one public company Respondents were asked to respond based on the largest company (by revenue) for which they serve as an Audit Committee Member U.S. and Canada respondents were asked to respond based on largest public company for which they serve as an Audit Committee Member For international companies in which a Supervisory Board fulfills the Audit Committee role, respondents answered based on the Supervisory Board’s Audit Committee activities

8. 8 Key Findings

9. 9 Key Findings AC Evaluation Of Committee / Processes Globally, respondents rate their Audit Committees at least “somewhat effective” overall More than half say “very effective” Nearly half indicate room for improvement Of the regions analyzed, Americas rates their Audit Committee effectiveness the highest Of the regions analyzed, Americas rates their Audit Committee effectiveness the highest Audit Committee effectiveness is improving 2 in 3 say AC has “become more effective” in the past year The trend is similar across global regions AUDIT COMMITTEE MEMBERS ARE GENERALLY AT LEAST “SOMEWHAT SATISFIED” WITH THEIR EFFECTIVENESS, PARTICULARLY IN THE AMERICAS

10. 10 Key Findings AC Evaluation Of Committee / Processes Almost all are at least “somewhat satisfied” that the Audit Committee devotes an appropriate amount of time and attention to its duties Americas, Australia most satisfied with time and attention devoted by their Audit Committee South Africa is least satisfied Significant majority say Audit Committee is “very effective” at ensuring independence / accountability of external audit Americas rated their Audit Committee’s effectiveness very highly in ensuring external auditor independence / accountability

11. 11 Key Findings AC Evaluation Of Committee / Processes Nearly all respondents at least “somewhat satisfied” with approach used to establish Audit Committee agenda / work plan However, more than 4 in 10 indicate there is room for improvement Americas, Australia most satisfied with their AC agenda and work plan approach Asia least satisfied More than 6 in 10 say pre-Audit Committee meeting materials are “high quality” Others say quality is “moderate” Australia, Europe rate the quality of their pre-AC meeting materials highly Majority of Asia rate quality as “moderate”

12. 12 Key Findings AC Evaluation Of Committee / Processes Nearly 4 in 10 say their Board has communicated the most constructive suggestions for improving the Audit Committee 2 in 10 cite their external auditor “Board of Directors” is the leading response in all global regions Among those with an Audit Committee self-evaluation process, almost all at least “somewhat satisfied” with evaluation approach 3 in 10 “very satisfied” Satisfaction with self-evaluation process similar across global regions

13. 13 Key Findings Personal Financial Liability 3 in 4 say legal / financial exposure at least “somewhat greater” for Audit Committee than for other board members 1 in 4 say “significantly greater” (included in number above) 4 in 10 from South Africa and Asia say legal / financial exposure “significantly greater” for Audit Committee ACROSS GLOBAL REGIONS, AUDIT COMMITTEE MEMBERS HAVE PERSONAL CONCERNS ABOUT THEIR ROLE AND ITS RISKS

14. 14 Key Findings Personal Financial Liability Personal financial exposure concerns Audit Committee members 1 in 4 say “very concerned” All regions share this concern Asia, South Africa most likely to be “very concerned” Most respondents at least “somewhat satisfied” with Directors & Officers liability insurance coverage However, 3 in 4 indicate room for improvement Satisfaction trend holds across global regions Asia least likely to be “very satisfied”

15. 15 Key Findings Time Commitment 3 in 4 spent under 100 hours fulfilling their Audit Committee Member role in 2005 (for specified Audit Committee) Nearly 4 in 10 spent less than 50 hours Nearly 4 in 10 Americas respondents spent more than 100 hours (most of any global region) Only 1 in 10 in Asia spent more than 100 hours Respondents serve on an average of 2.4 Audit Committees (including public and private Committees) Similar across global regions – ranges from 2.1 in Europe to 2.7 in South Africa, Americas AUDIT COMMITTEE MEMBER TIME COMMITMENT VARIES BY GLOBAL REGION, MOST WORK LESS THAN 100 HOURS ANNUALLY PER COMMITTEE

16. 16 Key Findings Time Commitment Respondents averaged 6.5 Audit Committee meetings last year Americas met most often: 8.6 Other regions ranged from 5.0 to 5.8 Most meetings were face-to-face (3:1) Number of face-to-face Audit Committee meetings averaged 4.9 per year vs. teleconference meetings 1.6 per year Face-to-face meetings are longer (2:1) Face-to-face Audit Committee meetings averaged 2.9 hours vs. teleconference meetings 1.2 hours

17. 17 Key Findings Composition / Background Significant majority of respondent companies have 3 or 4 members serving on their Audit Committee Average: 3.9 South Africa average 4.9 (the most of any global region) CFO or related accounting / finance experience, broad business experience are viewed as “very important” Audit Committee background attributes These attributes are most important for all global regions Almost all say it is “very important” for one or more Audit Committee Member to have financial reporting / accounting expertise Across all global regions

18. 18 Key Findings Composition / Background Integrity tops list of Audit Committee personal characteristics Contacts and public profile least important Trend holds for all global regions

19. 19 Key Findings Relationship With Internal Audit / Others 4 in 10 say Audit Committee / Audit Committee Chair has ultimate authority to hire / fire Chief Audit Executive Global regions differ on whether it is primarily the Audit Committee / Audit Committee Chair or the full Board Respondents confident Chief Audit Executive would directly report controversial senior management issues to the Audit Committee Most global regions “very confident” that Chief Audit Executive would directly report issues to Audit Committee Asia “somewhat confident” (Among Those With IA Function)

20. 20 Key Findings Relationship With Internal Audit / Others Most respondents “very satisfied” with interaction / support from CFO Less satisfied with support from others CFO has highest satisfaction in all global regions, except: Asia most satisfied with interaction / support from Full Board Australia most satisfied with interaction / support from External Audit Partner Least satisfied with support from external legal counsel In all regions

21. 21 Detailed Findings

22. 22 Audit Committee Evaluation Of Committee / Processes

23. 23 Q63. How would you rate the overall effectiveness of your Audit Committee? (Select one) Respondents Rate Their ACs At Least “Somewhat Effective”; Nearly Half Indicate Room For Improvement n = 1161 % Saying Effective 95% Globally Percentages do not add to 100% due to rounding

24. 24 Q63. How would you rate the overall effectiveness of your Audit Committee? (Select one) Americas Rates Their Audit Committee Effectiveness The Highest Percentages do not add to 100% due to rounding

25. 25 Q64. In the past year, would you say the Audit Committee has: (Select one) Audit Committee Effectiveness Improving – 2 In 3 Say Audit Committee Has “Become More Effective” In The Past Year n =1151 Globally

26. 26 Q64. In the past year, would you say the Audit Committee has: (Select one) This Trend Is Similar Across Global Regions

27. 27 Almost All At Least “Somewhat Satisfied” That AC Devotes An Appropriate Amount Of Time And Attention To Its Duties Q18. How satisfied are you that the Audit Committee devotes an appropriate amount of time and attention to its duties? (Select one) n = 1178 % Satisfied 93% Globally Percentages do not add to 100% due to rounding

28. 28 Americas, Australia Most Satisfied With Time And Attention Devoted To AC Duties; South Africa Least Satisfied Q18. How satisfied are you that the Audit Committee devotes an appropriate amount of time and attention to its duties? (Select one) Percentages do not add to 100% due to rounding

29. 29 Q36. How effective is the Audit Committee at helping ensure the External Auditor’s independence from management and accountability to the Audit Committee? (Select one) Significant Majority Say Audit Committee “Very Effective” At Ensuring Independence / Accountability Of External Auditor n = 1171 % Satisfied 98% Globally

30. 30 Q36. How effective is the Audit Committee at helping ensure the External Auditor’s independence from management and accountability to the Audit Committee? (Select one) Americas Rated Their AC’s Effectiveness Very Highly In Ensuring External Auditor Independence / Accountability Percentages do not add to 100% due to rounding

31. 31 Nearly All At Least “Somewhat Satisfied” With Approach Used To Establish Audit Committee Agenda / Work Plan Q20. How satisfied are you with the approach used to establish the Audit Committee’s agenda/work plan? (Select one) n = 1184 % Satisfied 91% Globally Percentages do not add to 100% due to rounding

32. 32 Americas, Australia Most Satisfied With Their AC Agenda And Work Plan Approach; Asia Least Satisfied Q20. How satisfied are you with the approach used to establish the Audit Committee’s agenda/work plan? (Select one) Percentages do not add to 100% due to rounding

33. 33 More Than 6 In 10 Say Pre-Audit Committee Meeting Materials Are “High Quality”; Others Say Quality Is “Moderate” Q24. How would you rate the quality of the pre-Audit Committee meeting materials provided to your Audit Committee? (Select one) n = 1184 Globally Percentages do not add to 100% due to rounding

34. 34 Australia, Europe Rate The Quality Of Their Pre-Audit Committee Meeting Materials Highly; Majority Of Asia Rate Quality As “Moderate” Q24. How would you rate the quality of the pre-Audit Committee meeting materials provided to your Audit Committee? (Select one) Percentages do not add to 100% due to rounding

35. 35 Q60. Who has identified and communicated the most constructive suggestions to improve the Audit Committee’s organization and activities as a result of their interaction with the Committee? (Select one) Nearly 4 In 10 Say Their Board Has Communicated The Most Constructive Suggestions For Improving AC n = 1104 Globally Percentages do not add to 100% due to rounding

36. 36 Q60. Who has identified and communicated the most constructive suggestions to improve the Audit Committee’s organization and activities as a result of their interaction with the Committee? (Select one) Entity Identifying / Communicating The Most Constructive Audit Committee Suggestions – By Global Region Percentages do not add to 100% due to rounding

37. 37 Q60. Who has identified and communicated the most constructive suggestions to improve the Audit Committee’s organization and activities as a result of their interaction with the Committee? (Select one) Entity Identifying / Communicating The Most Constructive Audit Committee Suggestions – By Global Region Percentages do not add to 100% due to rounding

38. 38 Q56. How satisfied are you that your Audit Committee’s current self-evaluation approach enhances its effectiveness? (Select one) Almost All At Least “Somewhat Satisfied” With Audit Committee’s Current Self Evaluation Approach n = 832 Globally Among Those With A Self-Evaluation Process % Satisfied 93%

39. 39 Q56. How satisfied are you that your Audit Committee’s current self-evaluation approach enhances its effectiveness? (Select one) Satisfaction With Self-Evaluation Process Similar Across Global Regions Among Those With A Self-Evaluation Process Percentages do not add to 100% due to rounding

40. 40 Personal Financial Liability

41. 41 Q45. In your opinion, how do the legal obligations/financial exposures of Audit Committee Members compare with those of other Board Members? (Select one) 3 In 4 Say Legal/Financial Exposure “Somewhat Greater” For AC Than Other Board Members; 1 In 4 Say “Significantly” n = 1154 % Saying Exposure Greater For AC 77% Globally

42. 42 Q45. In your opinion, how do the legal obligations/financial exposures of Audit Committee Members compare with those of other Board Members? (Select one) 4 In 10 From South Africa And Asia Say Legal / Financial Exposure “Significantly Greater” For Audit Committee Percentages do not add to 100% due to rounding

43. 43 U.S. and Canada: Q44. How concerned are you about the potential for personal financial exposure as a public company Audit Committee Member? (Select one) All others: Q44: How concerned are you about the potential for personal financial exposure as an Audit Committee Member? (Select one) Personal Financial Exposure Concerns Audit Committee Members n = 1179 % Concerned 82% Globally

44. 44 All Regions Share This Concern; Asia, South Africa Most Likely To Be “Very Concerned” U.S. and Canada: Q44. How concerned are you about the potential for personal financial exposure as a public company Audit Committee Member? (Select one) All others: Q44: How concerned are you about the potential for personal financial exposure as an Audit Committee Member? (Select one) Percentages do not add to 100% due to rounding

45. 45 Q46. How satisfied are you that your Directors & Officers liability insurance coverage adequately minimizes your personal financial exposure? (Select one) Most Respondents At Least “Somewhat Satisfied” With Directors & Officers Liability Insurance Coverage n = 1093 % Satisfied 91% Globally

46. 46 Q46. How satisfied are you that your Directors & Officers liability insurance coverage adequately minimizes your personal financial exposure? (Select one) This Is True Across Global Regions Percentages do not add to 100% due to rounding

47. 47 Time Commitment

48. 48 3 In 4 Spent Under 100 Hours Fulfilling Their AC Member Role In 2005 (For Specified Audit Committee) Q17. How much time do you expect to spend in 2005 fulfilling your role as an Audit Committee Member (excluding other Board responsibilities), including all related meetings and preparation time? (Select one) n = 1186 % Under 100 Hours 77% Globally Percentages do not add to 100% due to rounding

49. 49 Time Spent In Audit Committee Member Role In 2005 By Global Region Time Spent In Audit Committee Member Role In 2005 By Global Region Q17. How much time do you expect to spend in 2005 fulfilling your role as an Audit Committee Member (excluding other Board responsibilities), including all related meetings and preparation time? (Select one) Percentages do not add to 100% due to rounding

50. 50 Q17. How much time do you expect to spend in 2005 fulfilling your role as an Audit Committee Member (excluding other Board responsibilities), including all related meetings and preparation time? (Select one) Time Spent In Audit Committee Member Role In 2005 By Global Region Time Spent In Audit Committee Member Role In 2005 By Global Region Percentages do not add to 100% due to rounding

51. 51 Respondent Profile Number Of Audit Committees Served On Respondent Profile Number Of Audit Committees Served On U.S. and Canada: Q2. How many public company audit committees do you serve on? (Open end); Q4. How many private company or not-for-profit audit committees do you serve on? (Open end) All others: Q2. How many audit committees do you serve on? (Open end) Avg. # of companies : 2.4 n = 1231 Globally Includes Public And Private Company Audit Committees

52. 52 Respondent Profile Number Of Audit Committees Served On – By Global Region Respondent Profile Number Of Audit Committees Served On – By Global Region Avg. # Of Companies Americas: 2.7 Europe: 2.1 U.S. and Canada: Q2. How many public company audit committees do you serve on? (Open end); Q4. How many private company or not-for-profit audit committees do you serve on? (Open end) All others: Q2. How many audit committees do you serve on? (Open end) Includes Public And Private Company Audit Committees Percentages do not add to 100% due to rounding

53. 53 Respondent Profile Number Of Audit Committees Served On – By Global Region Respondent Profile Number Of Audit Committees Served On – By Global Region Avg. # Of Companies South Africa: 2.7 Asia: 2.5 Australia: 2.3 U.S. and Canada: Q2. How many public company audit committees do you serve on? (Open end); Q4. How many private company or not-for-profit audit committees do you serve on? (Open end) All others: Q2. How many audit committees do you serve on? (Open end) Includes Public And Private Company Audit Committees Percentages do not add to 100% due to rounding

54. 54 Average Of 6.5 Audit Committee Meetings Last Year Q14_1. How many Audit Committee meetings, including teleconferences, were held last year? (Open end) Average # of meetings Total: 6.5 n = 1184 Globally Percentages do not add to 100% due to rounding

55. 55 Number Of Audit Committee Meetings Held Last Year By Global Region Number Of Audit Committee Meetings Held Last Year By Global Region Q14_1. How many Audit Committee meetings, including teleconferences, were held last year? (Open end) Average # Of Meetings* Americas: 8.6 Europe: 5.1 *Sum of "face-to-face" and "teleconference" averages don't necessarily match "total" because some respondents did not account for their “total” meetings in their "face-to-face"/”"teleconference" breakdown. Percentages do not add to 100% due to rounding

56. 56 Q14_1. How many Audit Committee meetings, including teleconferences, were held last year? (Open end) Average # Of Meetings South Africa: 5.0 Asia: 5.1 Australia: 5.8 Number Of Audit Committee Meetings Held Last Year By Global Region Number Of Audit Committee Meetings Held Last Year By Global Region *Sum of "face-to-face" and "teleconference" averages don't necessarily match "total" because some respondents did not account for their “total” meetings in their "face-to-face"/”"teleconference" breakdown. Percentages do not add to 100% due to rounding

57. 57 Three Times As Many Face-To-Face Meetings As Teleconference Q14_2. Number of meetings in which Members met face-to-face (Open end) Q14_3. Number of meetings in which Members met via teleconference (Open end) Average # of meetings Face-to-Face: 4.9 Teleconference: 1.6 Globally Percentages do not add to 100% due to rounding

58. 58 Number Of Face-To-Face AC Meetings Held Last Year By Global Region Number Of Face-To-Face AC Meetings Held Last Year By Global Region Q14_2. Number of meetings in which Members met face-to-face (Open end) Average # Of Face-to-Face Meetings Americas: 5.4 Europe: 4.5 Percentages do not add to 100% due to rounding

59. 59 Q14_2. Number of meetings in which Members met face-to-face (Open end) Average # Of Face-to-Face Meetings South Africa: 4.4 Asia: 4.9 Australia: 5.0 Number Of Face-To-Face AC Meetings Held Last Year By Global Region Number Of Face-To-Face AC Meetings Held Last Year By Global Region

60. 60 Q14_3. Number of meetings in which Members met via teleconference (Open end) Average # Of Teleconference Meetings Americas: 3.4 Europe: 0.6 Number Of Teleconference AC Meetings Held Last Year By Global Region Number Of Teleconference AC Meetings Held Last Year By Global Region Percentages do not add to 100% due to rounding

61. 61 Q14_3. Number of meetings in which Members met via teleconference (Open end) Average # Of Teleconference Meetings South Africa: 0.4 Asia: 0.2 Australia: 0.9 Number Of Teleconference AC Meetings Held Last Year By Global Region Number Of Teleconference AC Meetings Held Last Year By Global Region Percentages do not add to 100% due to rounding

62. 62 Face-To-Face Audit Committee Meetings Average More Than Twice As Long As Teleconference Meetings Q15. What is the average length of face-to-face Audit Committee meetings, in hours? (Open end) Q16. What is the average length of teleconferenced Audit Committee meetings, in hours? (Open end) Globally Avg. Length of Meetings (Hours) Average length of meetings Face-to-Face: 2.9 Teleconference: 1.2

63. 63 Average Length Of Face-To-Face Audit Committee Meetings By Global Region Average Length Of Face-To-Face Audit Committee Meetings By Global Region Q15. What is the average length of face-to-face Audit Committee meetings, in hours? (Open end) Avg. Length of Meetings (Hours) Average Length Of Face-to-Face Meetings Americas: 2.9 Europe: 2.9 Percentages do not add to 100% due to rounding

64. 64 Q15. What is the average length of face-to-face Audit Committee meetings, in hours? (Open end) Avg. Length of Meetings (Hours) Average Length Of Face-to-Face Meetings South Africa: 3.1 Asia: 2.6 Australia: 2.7 Average Length Of Face-To-Face Audit Committee Meetings By Global Region Average Length Of Face-To-Face Audit Committee Meetings By Global Region Percentages do not add to 100% due to rounding

65. 65 Q16. What is the average length of teleconferenced Audit Committee meetings, in hours? (Open end) Avg. Length of Meetings (Hours) Average Length Of Teleconference Meetings Americas: 1.3 Europe: 1.1 Average Length Of Teleconference AC Meetings By Global Region Average Length Of Teleconference AC Meetings By Global Region Percentages do not add to 100% due to rounding

66. 66 Q16. What is the average length of teleconferenced Audit Committee meetings, in hours? (Open end) Avg. Length of Meetings (Hours) Average Length Of Teleconference Meetings South Africa: 1.3 Asia: 2.0 Australia: 1.3 Average Length Of Teleconference AC Meetings By Global Region Average Length Of Teleconference AC Meetings By Global Region Percentages do not add to 100% due to rounding

67. 67 Audit Committee Composition / Background

68. 68 Significant Majority Of Respondent Companies Have 3 Or 4 Members Serving On Their Audit Committee Q6. How many members, including the chair, serve on your audit committee? (Open end) n = 1173 Globally Avg. # of members : 3.9

69. 69 Audit Committee Size (Number Of Members) By Global Region Audit Committee Size (Number Of Members) By Global Region Q6. How many members, including the chair, serve on your audit committee? (Open end) Avg. # Of Members Americas: 3.8 Europe: 3.9

70. 70 Q6. How many members, including the chair, serve on your audit committee? (Open end) Audit Committee Size (Number Of Members) By Global Region Audit Committee Size (Number Of Members) By Global Region Avg. # Of Members South Africa: 4.9 Asia: 3.8 Australia: 3.9 Percentages do not add to 100% due to rounding

71. 71 n Q8. How important are the following types of backgrounds and experiences for an Audit Committee Member to have in general? 1176 1165 1148 1151 1129 1127 1144 1132 CFO Or Related Experience, Broad Business Experience Are Viewed As “Very Important” AC Background Attributes Globally Percentages do not add to 100% due to rounding

72. 72 n Q8. How important are the following types of backgrounds and experiences for an Audit Committee Member to have in general? Relative Importance Of Audit Committee Backgrounds / Experiences 434 424 421 414 413 417 412 Americas Percentages do not add to 100% due to rounding

73. 73 n Q8. How important are the following types of backgrounds and experiences for an Audit Committee Member to have in general? 397 388 384 389 381 383 Europe Relative Importance Of Audit Committee Backgrounds / Experiences Percentages do not add to 100% due to rounding

74. 74 n Q8. How important are the following types of backgrounds and experiences for an Audit Committee Member to have in general? 78 75 77 73 78 South Africa Relative Importance Of Audit Committee Backgrounds / Experiences

75. 75 n Q8. How important are the following types of backgrounds and experiences for an Audit Committee Member to have in general? 130 131 127 126 128 132 125 Asia Relative Importance Of Audit Committee Backgrounds / Experiences Percentages do not add to 100% due to rounding

76. 76 n Q8. How important are the following types of backgrounds and experiences for an Audit Committee Member to have in general? 131 129 127 128 125 Australia Relative Importance Of Audit Committee Backgrounds / Experiences Percentages do not add to 100% due to rounding

77. 77 Q10. How important is it for the Audit Committee to have one or more Members with a strong understanding of financial reporting and accounting? (Select one) n = 1187 “Very Important” For Audit Committees To Have Financial Reporting / Accounting Expertise % Saying Important 100% Globally

78. 78 All Global Regions Agree Q10. How important is it for the Audit Committee to have one or more Members with a strong understanding of financial reporting and accounting? (Select one) Percentages do not add to 100% due to rounding

79. 79 n Q9. How important are the following personal characteristics for an Audit Committee Member to have? Integrity Tops List Of Audit Committee Personal Characteristics; Contacts/Public Profile Are Least Important 1188 1179 1176 1158 1167 1165 Globally Percentages do not add to 100% due to rounding

80. 80 n Q9. How important are the following personal characteristics for an Audit Committee Member to have? ersonal Audit Committee Personal Characteristics Ratings 434 437 433 434 431 Americas Percentages do not add to 100% due to rounding

81. 81 n Q9. How important are the following personal characteristics for an Audit Committee Member to have? 403 396 397 387 395 391 392 Europe Audit Committee Personal Characteristics Ratings Percentages do not add to 100% due to rounding

82. 82 n Q9. How important are the following personal characteristics for an Audit Committee Member to have? 78 77 78 77 South Africa Audit Committee Personal Characteristics Ratings Percentages do not add to 100% due to rounding

83. 83 n Q9. How important are the following personal characteristics for an Audit Committee Member to have? 134 131 132 130 125 131 128 Asia Audit Committee Personal Characteristics Ratings Percentages do not add to 100% due to rounding

84. 84 n Q9. How important are the following personal characteristics for an Audit Committee Member to have? 133 131 129 130 127 131 Australia Audit Committee Personal Characteristics Ratings

85. 85 Relationship With Internal Audit / Others

86. 86 Q41. Who has the ultimate authority to hire/fire the Chief Audit Executive? (Select one) n = 989 4 In 10 Say Audit Committee / AC Chair Has Ultimate Authority To Hire / Fire Chief Audit Executive Globally Among Those With Internal Audit Function Percentages do not add to 100% due to rounding

87. 87 Q41. Who has the ultimate authority to hire/fire the Chief Audit Executive? (Select one) Authority To Hire / Fire Chief Audit Executive By Global Region Authority To Hire / Fire Chief Audit Executive By Global Region Among Those With Internal Audit Function Percentages do not add to 100% due to rounding

88. 88 Q41. Who has the ultimate authority to hire/fire the Chief Audit Executive? (Select one) Among Those With Internal Audit Function Authority To Hire / Fire Chief Audit Executive By Global Region Authority To Hire / Fire Chief Audit Executive By Global Region Percentages do not add to 100% due to rounding

89. 89 Q42. How confident are you that your company’s Chief Audit Executive would directly report any controversial issues involving senior management to the Audit Committee? (Select one) Respondents Confident Chief Audit Exec Would Directly Report Controversial Senior Management Issues To AC n = 980 Globally Among Those With Internal Audit Function % Confident 97%

90. 90 Q42. How confident are you that your company’s Chief Audit Executive would directly report any controversial issues involving senior management to the Audit Committee? (Select one) Most Regions “Very Confident” That Chief Audit Exec Would Directly Report Issues To AC; Asia “Somewhat Confident” Among Those With Internal Audit Function Percentages do not add to 100% due to rounding

91. 91 Q61. How satisfied are you with the interaction and the support the Audit Committee receives from each of the following? Most Respondents “Very Satisfied” With Support From CFO; Less Satisfied With Support From Others n 1147 945 1124 1149 1123 812 748 635 Globally

92. 92 Q61. How satisfied are you with the interaction and the support the Audit Committee receives from each of the following? Satisfaction With Interaction / Support Received By Audit Committee From Various Entities n 421 299 418 406 403 285 238 265 Americas Percentages do not add to 100% due to rounding

93. 93 Q61. How satisfied are you with the interaction and the support the Audit Committee receives from each of the following? n 392 343 385 391 386 263 237 184 Europe Satisfaction With Interaction / Support Received By Audit Committee From Various Entities Percentages do not add to 100% due to rounding

94. 94 Q61. How satisfied are you with the interaction and the support the Audit Committee receives from each of the following? n 72 68 64 72 70 65 49 39 South Africa Satisfaction With Interaction / Support Received By Audit Committee From Various Entities Percentages do not add to 100% due to rounding

95. 95 Q61. How satisfied are you with the interaction and the support the Audit Committee receives from each of the following? n 129 127 124 130 129 119 89 81 Asia Satisfaction With Interaction / Support Received By Audit Committee From Various Entities

96. 96 Q61. How satisfied are you with the interaction and the support the Audit Committee receives from each of the following? n 131 133 130 109 133 124 86 63 Australia Satisfaction With Interaction / Support Received By Audit Committee From Various Entities Percentages do not add to 100% due to rounding

97. 97 Appendix - Demographics

98. 98 Respondent Company Revenue U.S. and Canada: Q5. What is the annual revenue of the largest public company for which you serve as an Audit Committee Member? (Select one) All others: Q5. What is the annual revenue of the largest company for which you serve as an Audit Committee Member? (Select one) n = 1222 Globally Percentages do not add to 100% due to rounding

99. 99 Respondent Company Revenue By Global Region Respondent Company Revenue By Global Region U.S. and Canada: Q5. What is the annual revenue of the largest public company for which you serve as an Audit Committee Member? (Select one) All others: Q5. What is the annual revenue of the largest company for which you serve as an Audit Committee Member? (Select one)

100. 100 Respondent Company Revenue By Global Region Respondent Company Revenue By Global Region U.S. and Canada: Q5. What is the annual revenue of the largest public company for which you serve as an Audit Committee Member? (Select one) All others: Q5. What is the annual revenue of the largest company for which you serve as an Audit Committee Member? (Select one) Percentages do not add to 100% due to rounding

101. 101 Q1. What is your background? (Select one) Respondent Background n = 1222 Globally Active and Retired Combined Percentages do not add to 100% due to rounding

102. 102 Q1. What is your background? (Select one) Respondent Background By Global Region Respondent Background By Global Region Active and Retired Combined Percentages do not add to 100% due to rounding

103. 103 Q1. What is your background? (Select one) Respondent Background By Global Region Respondent Background By Global Region Active and Retired Combined Percentages do not add to 100% due to rounding

104. 104 Respondent Profile Number Of Audit Committees Served On Respondent Profile Number Of Audit Committees Served On U.S. and Canada: Q2. How many public company audit committees do you serve on? (Open end); Q4. How many private company or not-for-profit audit committees do you serve on? (Open end) All others: Q2. How many audit committees do you serve on? (Open end) Avg. # of companies : 2.4 n = 1231 Globally Includes Public And Private Company Audit Committees

105. 105 Respondent Profile Number Of Audit Committees Served On – By Global Region Respondent Profile Number Of Audit Committees Served On – By Global Region Avg. # Of Companies Americas: 2.7 Europe: 2.1 U.S. and Canada: Q2. How many public company audit committees do you serve on? (Open end); Q4. How many private company or not-for-profit audit committees do you serve on? (Open end) All others: Q2. How many audit committees do you serve on? (Open end) Includes Public And Private Company Audit Committees Percentages do not add to 100% due to rounding

106. 106 Respondent Profile Number Of Audit Committees Served On – By Global Region Respondent Profile Number Of Audit Committees Served On – By Global Region Avg. # Of Companies South Africa: 2.7 Asia: 2.5 Australia: 2.3 U.S. and Canada: Q2. How many public company audit committees do you serve on? (Open end); Q4. How many private company or not-for-profit audit committees do you serve on? (Open end) All others: Q2. How many audit committees do you serve on? (Open end) Includes Public And Private Company Audit Committees Percentages do not add to 100% due to rounding

107. 107 Presenter’s contact details Charlie Garbowski (201) 505-3650 cgarbowski@kpmg.com