SOC 2 CC1.2: COSO Principle 2: Board of Directors Demonstrates Independence from Management

Document your governance structure. If you have a formal board, make sure its charter explicitly states independence from management and responsibility for overseeing internal controls. Define composition requirements, including the proportion of independent directors. Set clear criteria for director independence. Generally, independent directors should not be current or recent employees, should not have material business relationships with the organisation, and should not have family ties to senior management. Document each director's independence status and review it annually. Make sure the board includes members with relevant expertise in information security, technology, risk management, or audit. If the current board lacks this, consider appointing advisory members or providing training to existing directors. Document qualifications and relevant experience for each member. Establish a regular board meeting schedule with standing agenda items covering internal controls, security incidents, risk assessments, and compliance status. Meeting minutes should clearly document discussions, questions raised by directors, and decisions made regarding internal controls. Create a process for management to report regularly to the board on the state of internal controls - key risk indicators, security metrics, and audit findings. The board should be able to request additional information and engage external advisors when needed. Set up an audit committee (or equivalent) with a majority of independent members. Give it its own charter, regular meeting schedule, and direct access to internal and external auditors without management present. Document all committee activities and findings.