CC1.2 Board independence and oversight of internal control (COSO principle 2)
A governing body that is independent of management oversees how internal control is designed and how it performs. Points of focus: the board accepts defined oversight duties; it keeps and periodically reviews the skills it needs to question management and act; enough members are independent and objective; and where it lacks expertise in any of the five trust services categories (security, availability, confidentiality, processing integrity, privacy) it adds it through a committee or outside advisers.
Source: SOC 2 (2017 Trust Services Criteria), CC1.2. The statement above is our statement of the clause, read from the published text and cited so you can check it against the official text, not the instrument verbatim. Open SOC 2 (2017 Trust Services Criteria) in the compliance library.
These are criteria, not controls: you design controls that meet them, and which criteria are in scope follows the categories your report covers (Security always; Availability, Confidentiality, Processing Integrity and Privacy only if chosen). A Type 2 report tests that the controls operated across the period, so the evidence asked for is samples across that period, not one copy.
These are the artefacts auditors commonly ask for on this requirement, our guidance rather than text from the standard. Your assessor decides what is sufficient in your context, and asks for samples across the period when a report covers one.
system holds itEvidence a system already holds
none for this control
periodic reviewEvidence produced at each review
- Minutes showing the board reviewed security, risk and control reports during the period · Policy repository / GRC workspace
- Board skills matrix and independence assessment · Policy repository / GRC workspace
governing documentDocuments that govern the control
- Board or audit committee charter assigning oversight of security and internal control · Policy repository / GRC workspace
- Engagement letters or committee terms for outside security or privacy advisers · Policy repository / GRC workspace
First move
Common gaps auditors find
- Board minutes silent on security and risk topics for the whole period
- Oversight body is made up only of management, with no independent member
- No mechanism to bring in expertise the board lacks
Do this for your whole sheet
Paste the rows you run your controls from and get this mapping for every control at once, with the periodic-review ones flagged and a first move per row. No account for the first run.
Build my evidence sheetCC1.1 Commitment to integrity and ethical values (COSO principle 1) · CC1.3 Structures, reporting lines, authorities and responsibilities (COSO principle 3)