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The internal audit function within a company is overseen by an Audit Committee, typically comprised of three members from the board of directors. To comply with regulations such as Sarbanes-Oxley (SOX), these members must be independent outsiders, meaning they cannot be employees of the organization, which excludes the CEO. The Audit Committee has a fiduciary responsibility to shareholders and external stakeholders, serving as a check and balance between the auditors (both internal and external) and management. Internal auditors report directly to the Audit Committee, ensuring transparency and accountability in the auditing process.