Book Value Integrity in the Spotlight: Opportunities for Audit Committees By Maureen J. Sabia and James L. Goodfellow The Canadian Institute of Chartered Accountants, $35 While What Directors Need to Know takes a theoretical approach to director education, Integrity in the Spotlight is a practical, "how to" book that is both a call to action for audit committee reform and a step-by-step guide for implementing that reform. Sabia, a lawyer and director who has served on several audit committees, and Goodfellow, a senior partner of Deloitte & Touche and the chairman of several key CICA committees, have seen audit committees at work, with all of their limitations and failings. Which is why their goal in this book is to "provide readers with practical suggestions for making the transition from the old-style audit committee to the new audit committee demanded today." In short, this important book prescribes and describes an almost brand-new role for one of the oldest, most tradition-bound institutions in corporate governance. In the authors' view, the old-style audit committee was dominated by management and underutilized, undemanding and uncertain about its role beyond the legal requirements. The new audit committee is not dominated by management, and is more accountable, proactive and even aggressive, able to "focus on the appropriate – not minimum – requirements, and with the courage to ask tough questions." Moreover, the authors recognize that one of the key failings of governance today is directors' inability or unwillingness to build relationships with each other and other stakeholders. "The single most important achievement an audit committee can make is to lead the way to a recognition and acceptance of the interdependent nature of the relationships that exist among the committee, management and the external auditor." It is the book's considerable strength that the authors go beyond an indictment of the traditional audit committee to detail a road map for making the transition to a new-style committee. Their road map has five principles and each one is the subject of a separate chapter. 1. Do the right things: The most important is to create a charter, which would allow the committee, directors, management and the external auditor to understand each of their roles and responsibilities clearly. It is also important to provide better oversight of the external auditor.  2. Have the right people. Most of all, the right person is the right chairman, a committed, qualified individual who is willing and able to devote substantial time to his or her duties. This is also a call for committee members to be unrelated to, or independent of, management and that all members be financially literate. 3. Manage critical relationships: A major failing of "old-style" audit committees was their failure to establish meaningful relationships between themselves, management and the external auditor. Managing the relationship is the responsibility of the chairman, while sustaining it requires "constant monitoring, evaluation and taking corrective action if required." 4. Do the right things right. As is often the case, asking the right questions and getting the right answers will determine a mission's success. Here, too, the audit committee can provide leadership by clearly communicating to management and the external auditor what it needs and expects with respect to the quality, accuracy and timeliness of the information. 5. Strive for continuous improvement. The basis for many of the audit committee's failings is that it was not accountable. Consequently, in the final principle, the authors recommend the committee report regularly to the board, evaluate their performance against the charter annual, and disclose the charter to shareholders while summarizing how it discharged its duties in the charter. This is an excellent book for anyone with a vested or casual interest in improving the effectiveness of corporate governance. Even individual investors without knowledge of an auditor's work will find the material accessible. Most of all, perhaps, they will find it remarkable that the audit committee functioned – if only nominally in some cases – in the absence of the reforms the authors are proposing. Steve Bernhut