Glossary/Engagements and reports

Those charged with governance (TCWG)

Those charged with governance are the people or bodies, such as a board or audit committee, responsible for overseeing strategic direction and financial reporting, and with whom the auditor must communicate under AU-C 260.

CORAA TeamUpdated November 5, 2026

Definition

Those charged with governance (TCWG) are the persons with responsibility for overseeing the entity's strategic direction, obligations related to accountability, and the financial reporting process. In a corporation this is usually the board or audit committee. In an owner-managed company it may be the same people as management, in which case AU-C 260 treats the communications as already made if the same individuals are fully informed.

Why it matters in an audit or review

AU-C 260 requires the auditor to communicate the auditor's responsibilities, the planned scope and timing, and significant findings. These include significant accounting policies and estimates, difficulties during the audit, disagreements with management, and the auditor's views on qualitative aspects of accounting practices. AU-C 265 adds significant deficiencies and material weaknesses, and AU-C 450 adds uncorrected misstatements.

Example

Illustrative: in the planning meeting the auditor tells the audit committee which areas are significant risks, explains that fraud inquiries will be made, and agrees when the committee will see the draft statements.

Common mistakes

Communicating only orally with no documentation, or sending reports to management and assuming the board saw them.

FAQ

Must communications be in writing?

Some must be, such as significant deficiencies and material weaknesses. Others can be oral, but the auditor documents them.

Sources

  • AICPA, AU-C Section 260, The Auditor's Communication With Those Charged With Governance
  • AICPA, AU-C Section 265, Communicating Internal Control Related Matters Identified in an Audit
  • AICPA, AU-C Section 450, Evaluation of Misstatements Identified During the Audit

Definitions paraphrase AICPA and FASB guidance; read the standard itself before relying on a requirement. Example figures are illustrative. This page is guidance, not professional advice. Report an error

Standards

AU-C 260

Related terms

  • Going concern
    Going concern is the assumption that an entity will keep operating and meet its obligations as they come due for a period of one year after the date its financial statements are issued.
  • Management letter
    A management letter is a written communication from the auditor to the client with observations and recommendations, often beyond the required written notice of significant deficiencies and material weaknesses.
  • Significant deficiency
    A significant deficiency is a deficiency or combination of deficiencies in internal control that is less severe than a material weakness yet important enough to merit the attention of those charged with governance.
  • Independent auditor's report
    The independent auditor's report is the signed document in which the auditor states an opinion on the financial statements, with sections for the opinion, basis for opinion, and each party's responsibilities.

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