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The internal audit function of a company is overseen by an Audit Committee, typically composed of three members from the board of directors, who must be independent and not employed by the organization. This requirement, mandated by Sarbanes-Oxley (SOX), excludes the CEO from serving on the committee. The Audit Committee has 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, ensuring transparency and accountability within the organization.