Case Study

Tapestry Networks has been a leader in the corporate governance field since 2003. The Audit Committee Leadership Network (ACLN), established in the early days of the Sarbanes-Oxley era, includes directors of many of North America’s leading global companies. We are proud to count the audit chairs of Citi, Walmart, JPMorgan Chase, Pfizer, Alphabet, and some 50 other outstanding public companies among our members. Several other networks and initiatives have sprouted from the main branch of the ACLN, all sharing in a mission to enhance trust in the capital markets by helping directors, investors, and regulators fulfill their roles more effectively and with greater confidence. EY has sponsored the audit committee networks throughout every stage of their 20-year development.

Context

The accounting scandals of the early 2000s – Enron, WorldCom, and others – sparked intense soul-searching about governance, and led to passage of the Sarbanes-Oxley Act of 2002, which reshaped relationships among independent auditors, boards, and management. Tapestry launched the ACLN in 2003 on the strength of two premises: first, that directors, especially audit committee chairs, faced new and difficult challenges; second, that the directors of large global companies would learn more from one another than from academics or consultants. The setting we wanted was “the boardroom, not the classroom,” an invitation-only, confidential environment where audit chairs could share their toughest governance challenges and engage in frank conversations marked by intellectual rigor and grounded in real-world experience.

From the start, we sought the audit chairs of the largest, most globally prominent, and most admired companies in North America. And from the start, EY participated in a non-commercial way, sending their top leaders to the table as peers of these board leaders.

Growth

The ACLN grew quickly, and in 2004 we established a European network of similar companies; the two networks continue to meet together each year in a unique, ongoing transatlantic conversation. With the onset of the 2008 financial crisis and a new wave of regulation, directors asked for networks focused specifically on financial services, which we readily assembled. Our Financial Services networks are described in a separate profile.

In the meantime, demand grew to extend our audit committee program beyond the Fortune 100. In 2009, we started a series of networks for the audit chairs of large regional US companies. And in 2021, we established a European network for directors of emerging growth companies, focused on the special governance challenges that rapid growth presents.

All these networks focus on the role of the audit committee, whose concerns begin with the integrity of financial statements but go much further. Boards routinely delegate oversight of a wide range of risks to their audit committees – and in large companies, the range of risks seldom stands still. From the beginning, discussion in our networks has extended to shareholder activism, the use of emerging technologies, human capital oversight, reputational risk, crisis management, and many other challenges. And audit committee chairs are also leaders within their boards, so our networks strive to support them in that capacity.

Impact: 

Some 275 directors actively participate in Tapestry’s audit committee networks and related research initiatives. In addition to contributing to important dialogues on audit, internal controls, reporting, and risk, our members have in recent years deepened their engagement with sustainability, board-shareholder relations, cybersecurity, and artificial intelligence. With the benefit of these conversations, we have authored a number of publications on the difficult task of governance.

Members tell us that the networks provide a unique setting for examining their toughest problems and identifying practices that they can incorporate into their own work. As one director observed, “Tapestry provides access to global leaders who are passionate about learning from each other and making a difference in their jobs and beyond.” Members are eager to recommend our networks to their successors in role; in some instances, we have seen four “generations” of members participate in a network. We increasingly seek opportunities for members to directly experience new developments, such as visits to artificial intelligence and robotics labs where directors can discuss emerging technologies with the people creating them.

Leading policymakers, regulators, investors, and other officials have joined our network meetings over the years, attracted by the opportunity for a candid dialogue safeguarded by our version of the Chatham House Rule. In the US we have welcomed two chairs of the Securities and Exchange Commission and several leading members of SEC staff; a sitting US senator; the director of the FBI; members of the Public Company Accounting Oversight Board; the heads of proxy advisory firms; prominent shareholder activists; and leaders of top investment houses, including Larry Fink, the founder, chair, and CEO of BlackRock. We have hosted leaders of comparable stature in the UK and Europe.

The networks afford members a protected channel for making their minds known. On occasion we author comment letters to the SEC, the PCAOB, and other regulators and standard-setters in the US and globally to voice the views of our members.

Tapestry operates independently of EY and other sponsors but collaborates closely with them. Each of our sponsors benefits from building relationships with leading directors while gaining a deep understanding of the matters of most concern to boards. In turn, the sponsor’s leaders grow in confidence and authority to advise the world’s most complex companies in meeting the world’s most complex corporate challenges. We are proud to work alongside our sponsors as we continue in our mission to strengthen corporate governance in North America and across the globe.