BEC 1: Corporate Governance and Operations Management Flashcards
What is the Board of Directors primary role and specific duties? Authority?
Primary: Safeguard company assets and maximize shareholder return.
Specific: (1) Election, removal, and supervision of officers (2) Adoption, amendment, and repeal of bylaws (3) Setting mngt. compensation (4) Initiating fundamental changes to the corp’s structure.
Authority: No individual; quorum - 8 out of 15 - duly constituted
*Sole discretion to declare dividends.
Key provisions of SOX are described where?
Title III Corporate Responsibility: Audit committee; CEO/CFO representations &
Title IV Enhanced Financial Disclosures: Internal controls and audit committee.
Describe the expanded role of the audit committee from SOX.
- Required
- Directly responsible for the appointment, compensation, and oversight of engagement auditor
- Auditor reports directly to
- Resolve disputes between auditor and mngt.
- Members of BOD but otherwise independent - cannot accept compensation or be affiliated persons
- Est. procedures to accept complaints (anonymous)
- At least one member be a financial expert or disclose why they don’t have to be one
- Tangible evidence those charged with governance are actively engaged in monitoring IC and audit of co’s F/Ss.
Title VIII Corporate & Criminal Fraud Accountability
1) Individuals who alter….
2) Auditor work paper requirement…
3) Statute of limitations for securities fraud…
4) Criminal penalties for securities fraud…
1) Fined, imprisoned up to 20 yrs, or both
2) 7 yrs records - if not, fined, imprisoned up to 10 yrs, or both
3) “2 & 5” no later than earlier of 2 yrs after discovery or 5 yrs after violation
4) Fined, imprisoned up to 25 yrs, or both
Title IX White collar criminal penalty enhancements
1) What are they and whom are they subject to?
2) A party that (a) certifies or (b) willfully certifies financial reports that don’t meet requirements…
Title XI Corporate Fraud Accountability
1) Tampering with record or impending an official proceeding
2) Retaliation against informants
1) Mail fraud, wire fraud, and violations of ERISA - US Sentencing Commission
2) a) Fined up to 1 mil. and/or imprisoned up to 10 yrs; b) Fined up to 5 mil. and/or imprisoned up to 20 yrs.
1) Fined and/or up to 20 yr prison term
2) Fined and/or imprisoned up to 10 yrs.
What is COSO and when was it established and why?
What are the 5 major financial professional associations in the US that are the private “SOs” of COSO?
Committee on Sponsoring Organizations
Mid 1980s to study factors that lead to fraudulent financial reporting
1. Am. Acct. Association (AAA)
2. Am. Institute of Certified Public Accts (AICPA)
3. Fin. Executives Institute (FEI)
4. Institute of Internal Auditors (IIA)
5. Institute of Mngt. Accts. (IMA)
What is Internal Control - Integrated Framework and when was it developed and updated?
How many principles within how many components?
Who is it used by?
Assist organizations in developing comprehensive assessments of internal control effectiveness - documents the assessment of IC over fin. reporting
1992 then 2006, 2009, and 2013
17 principles within 5 major IC components
Mngt. and BOD & External stakeholders
What are the 3 objectives within the COSO Framework?
Which is the focus?
ORC:
- Operations objective - relates to the effectiveness and efficiency of an entity’s operations
- Reporting objective - pertains to the reliability, timeliness, and transparency of an entity’s ext. and int. fin. and non-fin. reporting as est. by regulators, acct. standard setters, or the firm’s int. policies - “Focus of COSO.”
- Compliance objective - est. to ensure the entity is adhering to all applicable laws and regulations.
What are the five components of internal control?
CRIME:
- Control environment
- Risk assessment
- Info. and communication
- Monitoring
- (Existing) control activities
What are the five principles of the Control environment?
EBOCA: “Tone at the Top”
- commitment to Ethics and integrity
- Board independence and oversight
- Organizational structure
- Commitment to Competence
- Accountability
What are the four principles related to Risk assessment? What is the mnemonic associated with it?
- Specify objectives
- Identify and analyze risks
- Consider potential for fraud
- Identify and assess change
EAR:
Event ID
Assess risk
Respond to risk
Deals with F/S misstatement or fraud
What are the three principles related to Information and communication? Should be?
- Obtain and use info.
- Internally communicate info.
- Communicate with ext. parties
“FACT” - Fair, Accurate, Complete, & Timely
What are the two principles related to monitoring activities?
- Ongoing and/or separate evaluations
- Communication of deficiencies
* Efficiencies of internal control and report deficiencies
What are the three principles related to (Existing) control activities?
- Select and develop control activities
- Select and develop technology controls “IT”
- Deployment of policies and procedures
* Policies and procedures to mitigate risks
All 5 components and 17 principles that are relevant to be both present and functioning. Define.
“Present” means that the components and relevant principles are included in the design and implementation of the IC system.
“Functioning” demonstrates that the components and relevant principles are currently operating as designed in the IC system.