This paper offers an explanation for audit committee failures
within a corporate governance context. The management of a firm
sets up financial statements that are possibly biased. These statements
are audited/reviewed by an external auditor and by an audit
committee. Both agents report the result of their work, the auditor
acting first. Both use an imperfect technology that results in a privately
observed signal regarding the quality of financial statements.
The audit committee as well as the auditor are anxious to
build up reputation in the labor market. Given this predominant
goal they report on the signal in order to maximize the market’s
assessment of their ability. At the end of the game the true character
of the financial statements is revealed to the public with some
positive probability. The market uses this information along with
the agents’ reports to update beliefs about the agents’ abilities.
We show that a herding equilibrium exists in which the audit committee
‘‘herds’’ and follows the auditor’s judgement no matter
what its own insights suggest. This result holds even if the audit
committee members are held liable for detected failure. However,
performance based bonus payments induce truthful reporting at
least in some cases.