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The internal audit function in a company is overseen by an Audit Committee, composed of board members, typically three in number. According to SOX regulations, committee members must be outsiders, meaning they cannot be company employees, which excludes the CEO from membership. The Audit Committee holds a fiduciary responsibility to shareholders and external stakeholders, acting as a check and balance between management and both internal and external auditors. They interact directly with internal auditors, who report to the Audit Committee, ensuring oversight and accountability in the company's financial practices.
