HR-10 Board Independence

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What is HR-10 Board independence control?

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 organization’s internal performance to give constructive feedback.
  • Independent BoD to ensure that decision-making is free from conflict-of-interest issues
  • BoD is qualified to provide guidance to ensure sound decision-making
  • Regular meetings are held to discuss the organization’s progress

However, some organizations may not have a BoD. In those cases, the executive team will serve in lieu of the BoD.

You also have the ability to customize the BoD controls to fit your requirements.

Available tools in the marketplace

 Disciplinary Tools
No tool recommendation is made for this section

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:

Control implementation

To implement HR-10 Board Independence Control, 

Document a charter or overview procedure establishing the BoD’s composition and responsibilities. Ensure the following documentation is taken into account:

  • The BoD members’ details demonstrate that the majority of the board members are independent (i.e., outside the organization).
  • The BoD members’ details demonstrate that the board members are qualified with industry experience.
  • The BoD meeting frequency and general agenda topics demonstrate that senior management meets frequently and discusses the organization’s goals and performance.

What evidence do auditors look for?

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

  1. Provide a BoD charter or page on the website or internal document that includes:
    1. The BoD structure and its responsibilities
    2. A list of BoD members and their backgrounds and experiencesProvide a recurring meeting calendar and evidence of the agenda and meeting notes.
  2. Provide a recurring meeting calendar and evidence of the agenda and meeting notes.

Evidence example

  1. Provide a BoD charter, a page on the website, or an internal document.
    The following screenshot is a BoD charter describing the roles and responsibilities and the structure.
    Google search
    HR 10 Board Independence 01
    HR 10 Board Independence 02
  2. Provide a recurring meeting calendar and evidence of the agenda and meeting notes.
    The following screenshot is an example of a BoD meeting calendar.
    Google search

    HR 9 Board of Directors 03
    The following screenshot is a TrustCloud example of BoD meeting notes.
    HR 10 Board Independence 04

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