Wachtell Lipton recently published an updated version of its longstanding “Audit Committee Guide.” The 2026 edition weighs in at 203 pages. Here’s an important caveat:

The exhibits to this Guide include sample charters, policies and procedures. All of these exhibits are to some extent useful in assisting the audit committee in performing its functions and in monitoring compliance. However, it would be a mistake to simply copy published models. The creation of charters and written policies and procedures is an art that requires experience and careful thought. In order to be “state of the art” in its governance practices, it is not necessary that a company have everything another company has. When taken too far, a tendency to expand the scope of charters, procedures and policies can be counterproductive.

For example, if an audit committee charter or procedure requires review or other action to be taken and the audit committee has not made that review or taken that action, the failure may be considered evidence of lack of due care. Each company should tailor its own audit committee materials, limiting audit committee charters and written procedures to what is truly necessary and what is feasible to accomplish in actual practice. These materials should be carefully reviewed each year to prune unnecessary items and to add only those items that will in fact help directors in discharging their duties.

Among other updates, this year’s guide discusses the decline in SEC and PCAOB enforcement activity and the heightened expectations for AI oversight. Here’s an excerpt on that:

Given this emerging technology that comes with both new risks and heightened attention from many different stakeholders, it is important for boards and relevant committees to engage in active oversight of artificial intelligence risk management and to stay apprised of updates in the rapidly-evolving space. In addition to maintaining oversight over AI use internally (if tasked with such oversight), audit committees should consider how third parties, including external auditors, use and govern AI in their practices.

Members can access this guide and lots of other resources in our “Audit Committee” Practice Area.

– Liz Dunshee