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·By CGLA Editorial

Mid-market governance — what the audit committee actually needs

A short list of the things a mid-market audit committee should be looking at every month, in place of the 200-slide governance framework that gets adopted, filed, and ignored.

Empty executive boardroom with a polished oval table set for a strategic meeting.

Every mid-market group that grows past around fifty million in turnover eventually buys a governance framework. It arrives as a deck, the board adopts it, the company secretary files it, and then for the next three years it gets opened twice — once at audit, once when something has gone wrong. This is not a governance problem. It is a usability problem.

What we see

The audit committees that struggle in mid-market groups tend to suffer from the same condition: too much paper, not enough signal. The pre-read for a quarterly meeting runs to two hundred pages. Most of it is appendices. The actual decisions the committee needs to take are buried, and the questions the chair would want to ask cannot be answered without sending the auditor away for a fortnight.

The result is a meeting where the committee approves the financial statements, notes the auditor's report, hears that nothing material has changed in the risk register, and goes home. The first time anyone realises a control has failed is when the failure is already in the numbers.

What works

The audit committees we see operating well in mid-market groups have stripped the agenda down to a short list of things they look at every month, not every quarter. Five items, roughly:

The cash position and the bank covenants — actual versus forecast, with a one-line explanation of any variance over a defined threshold. Not a treasury report. A single page.

The aged receivables, broken down by customer, with anything over ninety days flagged and named. Mid-market businesses do not fail because of strategy. They fail because two large customers stop paying.

The state of the close. Did the books close on the same day they closed last month? If not, why not? A close that is consistently late is a control issue dressed up as a resourcing issue.

Material contracts coming up for renewal in the next two quarters, with a note on counterparty exposure. The audit committee is the place where customer concentration becomes visible before it becomes a finding.

And one open question the CFO wants the committee to discuss. Not a paper. A question. The committees that get value out of their CFO are the ones that give them somewhere to bring a real problem before it becomes a board issue.

That is the agenda. It fits on a page. It produces meetings that are an hour long and that occasionally surface things the executive team had not quite admitted to itself yet. The 200-slide framework can stay in the drawer.

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