The role of Board of Directors in SOC 2 compliance: necessity or strategic advantage?

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In the dynamic landscape of cybersecurity and regulatory compliance, organizations are continually striving to strengthen their information security practices while meeting industry standards and regulatory requirements. Among the frameworks gaining prominence is SOC 2 (Service Organization Control 2), developed by the American Institute of CPAs (AICPA) to assess the security, availability, processing integrity, confidentiality, and privacy of service organizations’ systems and processes. A question often raised in this context is whether a Board of Directors (BoD) is required for SOC 2 compliance. Let’s delve into this topic to understand the significance of BoD involvement and its impact on SOC 2 compliance.

Understanding SOC 2 compliance

Before delving into the role of the Board of Directors, it’s essential to grasp the essence of SOC 2 compliance. SOC 2 reports are valuable tools for service organizations to demonstrate their commitment to safeguarding client data and meeting stringent security and privacy standards. The SOC 2 framework evaluates an organization’s controls and processes across five trust service criteria: security, availability, processing integrity, confidentiality, and privacy. Achieving SOC 2 compliance requires implementing robust controls, policies, and procedures to address these criteria and undergoing independent audits by qualified auditors.

The importance of governance in information security

Governance plays a pivotal role in ensuring effective management, oversight, and accountability in organizations’ information security programs. Strong governance structures provide the framework for setting strategic objectives, allocating resources, managing risks, and monitoring compliance efforts. Boards of Directors, as the highest governing authority in most organizations, have a critical role to play in shaping the organization’s governance framework and providing leadership in matters related to information security.

Is a board of directors required for SOC 2 compliance?

While SOC 2 compliance does not explicitly mandate the presence of a Board of Directors, it underscores the importance of governance, oversight, and management commitment to information security. The absence of a formal requirement does not diminish the value that a Board of Directors can bring to the compliance process. Boards typically have a strategic perspective and can provide invaluable guidance and support in navigating complex security and compliance challenges.

The strategic advantage of board of directors involvement

Board of directors involvement in cybersecurity provides strategic guidance on risk management, resource allocation, and regulatory compliance. Their leadership sets the tone for a security-conscious culture, instilling confidence in stakeholders. Board oversight enhances organizational resilience, aligning security objectives with business goals for long-term success in mitigating cyber threats.

Board of Directors

Here are some strategic advantages of board involvement:

  1. Setting the Tone at the Top: Boards of Directors set the tone for the organization’s culture, values, and priorities. Their visible commitment to information security sends a powerful message throughout the organization, reinforcing the importance of security and compliance in all business activities.
  2. Risk Management and Oversight: The Board of Directors has a fiduciary responsibility to oversee risk management practices and ensure that adequate controls are in place to protect the organization’s assets and interests. In the context of SOC 2 compliance, boards can provide strategic guidance on identifying, assessing, and mitigating information security risks.
  3. Resource Allocation and Budget Approval: Information security initiatives often require significant investments in technology, training, and personnel. Boards play a crucial role in approving budgets, allocating resources, and prioritizing investments to support the organization’s security objectives and SOC 2 compliance efforts.
  4. Regulatory Compliance and Legal Obligations: Boards are responsible for ensuring that the organization complies with applicable laws, regulations, and industry standards. SOC 2 compliance is just one aspect of the broader regulatory landscape, and boards can help navigate complex legal requirements and ensure alignment with industry best practices.
  5. Stakeholder Confidence and Trust: Boards of Directors are accountable to various stakeholders, including shareholders, customers, partners, and regulators. Their involvement in information security and SOC 2 compliance can instill confidence and trust in the organization’s ability to protect sensitive data and maintain high standards of security and privacy.

Best practices for board of directors involvement in SOC 2 compliance

Board involvement in SOC 2 compliance is crucial for effective governance and oversight. Best practices include ensuring the board understands the importance of SOC 2 and its impact on the organization. Regularly update the board on compliance status, audit results, and remediation efforts. Encourage active participation in setting risk management and information security policies. The board should support adequate resource allocation for compliance initiatives and foster a culture of security throughout the organization. Engaging in periodic training on SOC 2 requirements and industry trends ensures the board remains informed and capable of providing strategic guidance and oversight for maintaining compliance.

Board of Directors

Here are some best practices to follow:

  1. Educate board members: Provide Board members with training and education on cybersecurity risks, compliance requirements, and the organization’s SOC 2 program. Ensure that they have a clear understanding of their roles and responsibilities in supporting information security initiatives.
  2. Establish reporting mechanisms: Implement regular reporting mechanisms to keep the board of directors informed about the organization’s security posture, compliance status, and any emerging threats or vulnerabilities. Provide timely updates on audit findings, remediation efforts, and changes in regulatory requirements.
  3. Engage in strategic discussions: Foster open dialogue and strategic discussions between the board of directors, executive leadership, and information security teams. Encourage board members to ask questions, challenge assumptions, and provide insights that can enhance the organization’s security strategy and SOC 2 compliance program.
  4. Monitor Key Performance Indicators (KPIs): Define key performance indicators (KPIs) and metrics to measure the effectiveness of the organization’s information security program and SOC 2 compliance efforts. Regularly review KPIs with the board to track progress, identify trends, and address areas needing improvement.
  5. Promote a culture of security: Promote a culture of security awareness and accountability throughout the organization, starting from the top. Encourage board members to lead by example, prioritize security in decision-making, and champion initiatives that strengthen the organization’s security posture.


While a Board of Directors is not explicitly required for SOC 2 compliance, its involvement can provide significant strategic advantages in enhancing information security governance, oversight, and management commitment. Boards play a crucial role in setting the tone at the top, overseeing risk management practices, allocating resources, ensuring regulatory compliance, and fostering stakeholder confidence and trust.

You can read more about SOC 2 Overview and Guides, which explain the basics of the SOC 2 compliance readiness process and provide an outline of what you can expect as you work towards compliance.

By actively engaging board of directors in information security discussions and SOC 2 compliance efforts, organizations can leverage their expertise, guidance, and leadership to strengthen their security posture and achieve greater success in meeting regulatory requirements and safeguarding sensitive data.

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