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Understanding SOC 2: Essential Guide for CFOs & PE Managing Directors


The importance of robust data security and privacy measures cannot be overstated in the rapidly evolving digital landscape. This is particularly true for CFOs of private equity portfolio companies, managing directors for the PE funds members on the board of directors, and steering organizational decisions and investment strategies.

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IT and cybersecurity have grown ever more complex and evolve daily. For CFOs and Managing Directors, some of their biggest challenges reside in making decisions in areas where they lack expertise or are difficult to gain quickly. Sitting on the board of a SOC 2 Certified company means that the fundamental pillars of IT information security and privacy are met with an industry standard that can be effectively validated and aligns perfectly with their fiduciary duty with investors and organization stakeholders alike.

As a result, CFOs and Private Equity Managing Directors conducting asset management recognize the criticality of SOC 2 compliance in their governance and management roles, because the certification removes the layer of complexity in determining the IT operating effectiveness, system and organization controls. This article explores what SOC 2 is, its significance, and its specific implications for CFOs and PE Managing Directors.

What is SOC 2?

Service Organization Control 2 (SOC 2) is a framework developed by the American Institute of Certified Public Accountants CPAs (AICPA) to ensure the secure management of data by service providers, especially those utilizing the cloud. This framework is built around five "trust service principles": security, availability, processing integrity, confidentiality, and privacy. Unlike SOC 1, which is focused on financial reporting controls, SOC 2 is more concerned with the security and privacy of customer data.

What is the difference between SOC 2 Type I and SOC 2 Type II?

SOC 2 Type 1 and SOC 2 Type 2 are types of SOC audits designed to evaluate an organization's information systems in relation to security, availability, processing integrity, confidentiality, and privacy, but they differ significantly in their scope and focus. Understanding these differences is crucial for companies pursuing SOC 2 compliance:

1. Point-in-Time vs. Period of Time Evaluation:

  • SOC 2 Type I: This audit assesses the suitability of the design of internal controls at a specific point in time. It's a snapshot that evaluates whether the company's systems and controls are properly designed to meet the relevant Trust Service Criteria as of a certain date.
  • SOC 2 Type II: In contrast, this audit evaluates the effectiveness of those controls over a period of time, typically a minimum of six months. It provides a historical view of how well the company's controls are operating.

2. Scope and Depth:

  • SOC 2 Type I: The focus is primarily on the design of controls. The auditor examines whether the designed controls can meet the Trust Service Criteria.
  • SOC 2 Type II: This audit is more comprehensive. It not only considers the design of controls but also their operational effectiveness. This requires a deeper examination, including reviewing these controls' operational history and effectiveness.

3. Objective and Usefulness:

  • SOC 2 Type I: Useful for organizations that want to demonstrate that their systems are properly designed for security, availability, and other criteria. It's often a good starting point for companies new to SOC 2 compliance.
  • SOC 2 Type II: More valuable for stakeholders needing assurance that the company has proper controls in place and that these controls function effectively over time. This is particularly important for clients and partners who rely on the continuous and effective operation of these controls.

4. Audit Duration and Complexity:

  • SOC 2 Type I: Generally quicker and less complex since it focuses on the design of controls at a specific moment in time.
  • SOC 2 Type II: More time-consuming and complex due to the necessity of examining the operational effectiveness of controls over an extended period.

5. Ideal Candidates for Each Type:

  • SOC 2 Type I: Best suited for organizations that have recently established their control environment or are in the early stages of implementing a compliance program.
  • SOC 2 Type II: Ideal for organizations with more mature control environments looking to provide greater assurance to customers and stakeholders about their long-term commitment to maintaining high standards in security and data handling.

6. Frequency of Renewal:

  • SOC 2 Type I: Since it’s a point-in-time assessment, companies may choose to undergo this audit periodically as significant changes occur in their control environment.
  • SOC 2 Type II: Typically conducted on an annual basis to provide ongoing assurance of the effectiveness of the control environment.

As a result, SOC 2 Type I is about verifying the proper design of controls at a specific point in time, while SOC 2 Type II goes further by assessing the operational effectiveness of these controls over a sustained period. Both play important roles in an organization's overall information security posture, with SOC 2 Type II offering a more rigorous and comprehensive assessment.

What are the Trust Services Criteria in SOC 2?

The five Trust Service Criteria (TSC) in SOC 2 are key components that define how organizations should manage and secure customer data. These trust services categories in scope include:


Often referred to as the "common criteria," security is the foundational TSC. It involves protecting information and systems against unauthorized access or disclosure of information and against damage to systems that could compromise the availability, integrity, confidentiality, and privacy of information and systems, impacting the entity’s ability to meet its objectives. This criterion includes controls related to network and information security, such as firewalls, two-factor authentication, intrusion detection, and prevention systems.


This criterion refers to the accessibility of the system, products, or services as stipulated by a contract or service level agreement (SLA). It's not about system functionality but focuses on ensuring that systems and data are available for operation and use as committed or agreed. This may involve performance monitoring, disaster recovery, and incident handling.

Processing Integrity:

This ensures system processing is complete, valid, accurate, timely, and authorized. It is particularly relevant for systems that process transactions or other data, where errors could significantly impact them. Controls might include data processing monitoring, quality assurance procedures, and process management.


This criterion addresses the protection of information designated as confidential from its collection to its final disposition and after its disposal. Confidential information could include business plans, intellectual property, internal price lists, and other types of sensitive financial information. Encryption, access controls, and network/application firewalls are typical controls to ensure confidentiality.


The privacy criterion focuses on the system’s collection, use, retention, disclosure, and disposal of personal information in conformity with an organization’s privacy notice and principles consistent with the Generally Accepted Privacy Principles (GAPP). This includes data about customers, employees, and other parties. Privacy controls are aligned with privacy laws and regulations and might involve access restrictions, consent management, and notice and disclosure practices.

Each criteria is tailored to address specific risks and concerns in managing and handling data. Organizations seeking SOC 2 compliance need to evaluate and implement controls relevant to these five Trust Service Criteria, depending on the nature of their services and operations

Why SOC 2 is Essential for CFOs and PE Managing Directors

Robust Financial Data Security: CFOs must ensure the security of sensitive intellectual property and financial data. SOC 2 compliance ensures that financial information, a critical asset for any company, is protected against breaches and unauthorized access.

Maintaining Investor Confidence: For PE Managing Directors, demonstrating SOC 2 compliance is crucial in maintaining and boosting investor confidence. It signals a commitment to safeguarding data and managing risks effectively.

Navigating Regulatory Landscapes: With stringent regulations like GDPR and CCPA, SOC 2 compliance helps CFOs ensure that their companies meet legal obligations, mitigating the risk of penalties and legal complications.

Operational and Financial Efficiency: Achieving SOC 2 compliance often streamlines internal processes, leading to greater operational and financial efficiency - a key concern for CFOs.

Market Differentiation and Trust: A SOC 2 certification can set a company apart in a competitive market, assuring clients and stakeholders of its commitment to data security. This enhances market trust and credibility, directly impacting the bottom line.

Strategic Risk Management: For PE Managing Directors, SOC 2 compliance is part of strategic risk management, ensuring portfolio companies are resilient against data breaches and cyber threats.

What are the steps to obtain SOC 2 Compliance

  1. Comprehensive Understanding: CFOs and PE Managing Directors must first thoroughly understand SOC 2 requirements and how they align with their business operations.

  2. Gap Analysis: Conduct an internal audit assessment and a risk assessment to identify areas where current practices do not meet SOC 2 standards and establish a plan for mitigation.

  3. Implementing Security Controls: Developing and implementing appropriate policies, change management, procedures, and technological solutions to address identified gaps.

  4. Routine Audits: Engaging with external auditors, usually certified CPA Firms, for regular SOC 2 audits to ensure ongoing compliance and identify improvement areas.

  5. Continuous Monitoring and Improvement: Establishing mechanisms for continuous monitoring and improvement of data security practices in line with changing threats and compliance requirements.

SOC 2 Certification meaning for a Board Member

Sitting on the board of a SOC 2 certified company can bring ease and assurance to board members for several key reasons related to governance, risk management, and reputation. SOC 2 certification is not just a technical achievement; it reflects a company's commitment to high standards in several crucial areas:

  1. Enhanced Security Measures: SOC 2 certification means the company has implemented robust security measures to protect sensitive data. This reduces the risk of data breaches, cyber-attacks, and other security incidents, which are major concerns for board members, given their potential financial and reputational impact.

  2. Risk Management: SOC 2's focus on the five trust principles - security, availability, processing integrity, confidentiality, and privacy - aligns well with a board's responsibility for overseeing risk management. Knowing that the company adheres to these principles can reassure board members that key risks are effectively managed.

  3. Regulatory Compliance and Legal Safeguards: With SOC 2 compliance, board members can feel confident that the company is meeting important regulatory requirements related to data security and privacy. This reduces the risk of legal penalties, fines, and litigation that can arise from non-compliance.

  4. Investor and Stakeholder Confidence: SOC 2 certification can enhance the company's credibility and trustworthiness in the eyes of investors, customers, and other stakeholders. This can lead to increased investment, customer retention, and business opportunities, which are positive outcomes for board members concerned with the company's growth and sustainability.

  5. Competitive Advantage: In markets where data security and privacy are differentiators, SOC 2 certification can give the company a competitive edge. This can be particularly reassuring for board members, as it suggests the company is well-positioned to succeed against competitors.

  6. Operational Reliability: SOC 2 requires regular audits and continuous improvement in controls. This ensures that the company maintains operational reliability and efficiency, critical for sustained business performance and resilience - key concerns for any board member.

  7. Reputational Integrity: In an era where data breaches regularly make headlines, having SOC 2 certification helps in maintaining and enhancing the company's reputation. Board members are often concerned with how the company is perceived publicly, and a strong stance on data security can positively influence public perception.

  8. Foresight and Preparedness: Finally, SOC 2 compliance demonstrates that the company is forward-thinking and prepared for future challenges related to data security and privacy. This proactive approach is often reassuring for board members, who need to be confident in the company's ability to adapt to a rapidly changing digital landscape.

In summary, for board members, the attestation and SOC report of a company signifies a comprehensive approach to data security, risk management, and regulatory compliance. It reflects a culture of operational excellence and strategic foresight, all of which are critical elements for the stability and success of the organization.


For CFOs and Managing Directors in PE-owned portfolio companies, SOC 2 compliance is not merely a regulatory requirement but a strategic imperative. It involves cultivating a culture prioritizing data security, operational integrity, and risk management. As data breaches and cybersecurity threats become more prevalent, SOC 2 certification not only demonstrates a company’s commitment to data protection but also plays a pivotal role in building long-term investor confidence, customer trust, and overall business resilience.

Talk to our Experts in Compliance Managed Services

ne Digital offers a comprehensive range of advisory services and remediation services to assist private equity portfolio companies in obtaining and maintaining SOC 2 certification. From our Compliance Assessment to Roadmap and Compliance Managed Services, our approach includes various stages of the certification process, ensuring that companies achieve compliance and maintain it over time. Please reach out, and we can determine the next best steps in your SOC 2, ISO 27001, UK Cyber Essentials, or GDPR certification journey.

Topics: Compliance

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