CH 3 Flashcards
What are board of directors
This a small group of people who accept certain roles and responsibilities in line with corporate legislation
Why does board of directors exist
It exists to watch over an organisation and give it overall direction, they must act in a lawful manner to further interests of shareholders
What does board of directors do
It sets clear objectives for executive management and arranges necessary funds and facilities
The companies Act 2006 requires directors to have regards amongst other to
- long term consequences of their decisions
- interest of the company’s employees
-need to foster the company’s b’ness relationships with suppliers/customers and others
-impact of the company’s operation on the community and environment
-desirability of maintaining a reputation for high standards of b’ness conduct
-need to act fairly between members of the company
The UK corporate Governance Code charges directors with
-reporting to shareholders on their stewardship
-supervising management of the business
-setting the company’s strategic aims and providing leadership to put them into effect
The UK Corporate Governance Code is based on
It’s based on principle of accountability, transparency, probity, and focus on the sustainable success of an entity over the longer term
in the The UK Corporate Governance Code ,under accountability
- the board is responsible for determining the nature and extent of significant risks it’s willing to take in achieving it’s corporate objectives
-the board should maintain sound risk management and internal control systems
Most board of directors have 5 responsibilities which are
-Regulations of the executive to ensure they uphold shareholders interest and laws governing conduct of b’ness
-Approving the report and accounts, annual budget, strategy and other important plans
-Selecting, appraising and rewarding CEO and ensuring succession planning is actively addressed
-Supervision of the process of risk management and ensuring necessary actions are adopted to mitigate against those risks
-Ensuring that company integrity and principles are upheld on critical matters
When does a board delegate some of its responsibilities
They do so after considering ownership ,objectives ,organisation structure, personnel and the interest to other stakeholders
What’s a common approach within which different board go about supervising risk management
They appoint a risk subcommittee
How does a board select members of the risk subcommittee
Board will carefully select individuals with appropriate risk backgrounds from executive and its own members to constitute the risk subcommittee, they may also have additional members from outside the board and the executive.
What does the board delegate to the risk subcommittee
It will delegate its risk assessment and risk management supervision responsibilities
What is the responsibility of the risk subcommittee
They are under pressure from the board to demonstrate that risk controls are implemented and effective. they command full board attention when it has issues to resolve
With whose authority does the risk subcommittee act with
They act with board authority, setting policies and making risks decisions as required. They are required to seek full board approval for policies and decisions that affect the organisation in a major way
The remit for a board risk subcommittee will include
This will include compliance with appropriate legislation and regulation relating risk management functions of corporate governances
What is the risk subcommittee responsible for implementing
-Risk Policies
-Setting up and monitoring systems to identify and asses risks
-specifying risks apetite
-reporting on risk management for the report and account
What is the risk subcommittee responsible for reporting
it will report on
-current risk issues
-profiles
-investigate and advise on risks associated with proposed new ventures
What can the risk subcommittee technically submit
It can only submit recommendations for approval, they will proceed with general board authority on everything except the very largest and important issues and will submit summary reports of its activities for discussions at full board meetings. The full board then votes to accept the report
what is the first and most important task of a risk subcommittee
To publish and maintain the overall risk management philosophy of the organisation
What does the risk management philosophy prepared by risk subcommittee set out
it will set out the organization’s commitment to risk assessment and management, and what it expects to achieve by risk management
the risk management philosophy prepared by risk subcommittee identifies
It identifies major threats to the organisation as seen by the board and strategy for dealing with the threats
the risk management philosophy prepared by risk subcommittee outlines
It outlines the management structure and control by which it means to supervise risk management activities
What is the purpose of the risk management philosophy
To provide a consistent framework for ongoing risk work and convince stakeholders that risk is being effectively managed
For an organisation subject to regulatory regime what is the risk management philosophy
This is a key document to fulfil the requirement to demonstrate proper corporate governance
What is corporate governance
This is the way the board sets up an organisation to achieve its objectives together with the systems it puts in place to manage and control that organisation
What follows with a strong corporate governance arrangement
the board will have good timely information on all aspects of the organisation and be in full control of its operations
What are some common corporate governance codes of practices
- companies should respect shareholders rights and help them to exercise these rights
-Companies should recognize they may have obligations to other stakeholders
-The board needs the skills and understanding to review and challenge management performance
-Companies should have a code of conduct for their directors and managers that promotes ethical and responsible decision making
-Companies should make public the roles and responsibility of the board and management to provide shareholders with a level of accountability
-Companies should have procedures to independently verify their financial reporting
In UK and US codes of corporate governance focuses on
It focuses more on the interest of shareholders
In Japan and continental Europe S codes of corporate governance focuses on
They give more emphasis on interest of other stakeholders
What are the main standards of codes of practice for corporate governance
UK corporate Governance Code
Sarbanes- Oxley Act 2000(USA)
What does the UK corporate Governance code provide
it provides a code of best practice for companies listed on the London Stock exchange
Who oversees the UK corporate Governance code
The Financial Reporting Council (FRC ), this code is reviewed every two years with minor adjustments
Why has the 2018 UK corporate Governance code been re written
its substantially rewritten to improve readability and sharpen its focus. It’s principle based making it more flexible than the US one
Initially the UK corporate Governance code was voluntary however what did the FCA implement
The FCA listing rules the UK financial regulator requires public listed companies in all industries to disclose in their annual report and accounts how they have complied with the code or explain how they have not complied with its recommended practices
What are the recommended practices listed in the UK corporate Governance code and in more detailed guidance on board effectives which it accompanies, include
-board to provide leadership, define purpose, values, strategy and make resources available
-board to consider the views of all stakeholders both shareholders and workforce
-independent non executive directors to be identifies and form at least half the board
-a separation of the roles of chair and ceo
-annual evaluation of the board including composition/diversity/performance, with an effective succession plan in place
-remuneration policies should be transparent/fair and aligned with long-term objectives
What are particularly important recommended practices on
On competence, risk management and internal control
Recommended practices on competence, risk management and internal control specify that boards of listed companies should
-be individually and jointly competent, and possess the relevant skills and knowledge to perform their roles effectively
-conduct a regular, thorough review of risks to which the company is exposed including frequency and severity
-specify the company’s risk apetite
-agree and implement board policies on risk and control
-establish prudent and effective internal controls
-review the effectiveness of the company’s system of internal control and risk management and formally resort these at least annually
What does the The July 2018 UK Corporate Governance Code aim to promote
It aims to promote transparency and integrity in business for society as a whole and requiring the board to interact with all stakeholders particularly workforce
What does the The July 2018 UK Corporate Governance Code aim to strengthen
It aims to strengthen the confidence in the way UK businesses are run and promote the UK as a good place to work, invest and do business.
What has the new code doen to alleviate current concerns
The code tightens recommendation on board succession and diversity and sets out principles for remuneration awards
Strict compliance with corporate mandator is mandator under listing rules for
Public companies only
Other legislation and guidance requires all large public and private companies to
They require large public and private companies to inclide certain information in their annual reports and on their websites
-They also require including a statement disclosing their corporate governance principles for large private companies
The Sarbanes- Oxley Act 2002 was named after
Senator P Sarbanes and Representative M. Oxley, a.k.a SOX
What did The Sarbanes- Oxley Act 2002 establish
It established enhanced standards for all US public companies listed by the US financial regulator i.e US Securities and Exchange Commissions(SEC) and the accountancy firm that audit them
Why was the The Sarbanes- Oxley Act 2002 bought in
It was bought in to clean up a stock market that had shaken by the internet bubble together with succession of scandals involving major corporations, auditors and securities analysis
How are the rules under the US The Sarbanes- Oxley Act 2002
It’s rules-based and has much stricter enforcement that the UK Corporate governance code, it carries heavy fines and long term imprisonment for those who fail to comply with its requirement
What are the eleven sections or titles of the SOX
-1 Public company accounting oversight board
-2 Auditor independence
-3 Corporate responsibility
-4 Enhanced financial disclosures
-5 Analyst conflict of interest
-6 Commission resources and authority
-7 Studies and reports
-8 Corporate and criminal fraud accountability
-9White collar crime penalty enhancements
-10 corporate tax returns
-11 corporate fraud and accountability
What is the public company accounting oversight board
This is a quasi public agency, established to provide independent regulation of auditors, defining the procedures for compliance audits and enforcing the specific mandates of SOX
How are standard for external auditors independence set under Title II
Under this title standards for auditor independence are set, including forbidding them to undertake consultancy work on audited clients
What does Title III of the corporate responsibility entail
This mandates that senior executives take individual responsibility for the accuracy of financial reports and the penalties for non compliance
What does Title IV- Enhanced financial disclosures
Deals with enhanced reporting requirements for financial transactions i.e off balance sheet transaction and stock transaction of senior management
What does Title V analyst conflict of interest entail
Code of conduct is set for security analyst including disclosures of conflict of interest
What does Title VI commission resources and authority entail
Defines the authority of the SEC, to censure or ban securities professionals from practicing as a broker, adviser or dealer
What does Title VII studies and reports entail
Describes how investigations are to be conducted for enforcing violations of the ACT by public companies or auditors
What does Title VIII Corporate and criminal fraud accountability entail
It sets criminal penalties for fraud by manipulation, destruction or alteration of financial records and provides protection for whistle blowers
What does Title VIII Corporate and criminal fraud accountability entail
It sets criminal penalties for fraud by manipulation, destruction or alteration of financial records and provides protection for whistle blowers
What does Title VIII Corporate and criminal fraud accountability entail
It sets criminal penalties for fraud by manipulation, destruction or alteration of financial records and provides protection for whistle blowers
According to the title IX what has happened to white collar crimes penalties
The criminal penalties and conspiracies has increased
Under Title X, who should sign corporate tax returns
The CEO
What does title XI of corporate fraud and accountability entail
Corporate fraud and tampering with records are identified as criminal offences.
What is the SEC empowered to do in regards to corporate fraud
They can temporarily freeze large or unusual payments
What does the SOX put more emphasis on than the UK’s corporate governance code
Less emphasis is put on risk managmemnt and way more on ensuring the validity of financial reports to the shareholders
What is one of the negative drawbacks of the SOX
The compliance has proved costly to implement and also the Act deters smaller organisation from contemplating listing on they New York Stock Exchange
Section 404 of the SOX is often singled out for analysis, why is that so
This is because the section requires that publicly traded corporations use a formal risk control framework and that management and the external auditor report on the adequacy of internal control on financial reporting
When an organisation fails, how are investigations focused
Investigations are more focused on whether or not expected standards were upheld
When an organisation fails what are lawyers focused on
They have a benchmark against which to pursue claims/damages for mismanagement and subsequent stakeholder loss
When an organisation fails what are prosecutors of executives focused on
They highlight risk management deficiencies
What are internal controls
These are devices and procedures put in place to help ensure that management objectives are met
What are some examples of internal control activities
- Approvals
-Authorization
-Reconciliations
-Separation of duties
-Physical Control
-IT control
-Peer Reviews
What is fundamental to effective internal control
The environment in which control is required
What attributes towards the environment for effective internal control
-Standards,
-Philosophy
-Values of an org
-The attitude
-competence of managers and staff
What are procedures for deciding how risks should be managed
Risk identification, analysis and assessment against objectives
Why is information recording and communication important in internal control
This is necessary to coordinate activities and produces consolidated risk report to help the board manage and direct
What does internal audit provide
It provides independent assurance on control and recommend improvement where applicable
Why is monitoring necessary
TO check procedures are both efficient and effective
When are internal controls particularly effective
When a procedure is established with well defined objectives and specified rules
In auditing and accounting what are internal controls
This is the process designed to help an organisation accomplish specific goals or objectives
What is one of the most commonly used internal control framework
The one published by Committee of Sponsoring organisation of the Treadway commission (COSO) in connection with risk classification
Why do US organisation tend to prefer COSO
This is because compliance with it satisfies the US legal requirement for financial reporting as set out in SOX
How does COSO define internal control
This is the process effected by board of directors, management, other personnel of an org to provide reasonable assurance regarding achieving of objectives in the below categories
- Effectiveness and efficiency of operations
-Reliability of financial reporting
-Compliance with applicable laws and regulations
-Safeguarding of assets
Under COSO it defines internal controls as having the below five essential components
-Risk assessment
-control environment
-Control activities
-Information and communication
-Monitoring activities
What are other tools that a risk manager has at its disposal
Risk transfer
insurance
Continuity plans
when is the approach and process of Control Self Assessment(CSA) is usually established
It’s established before hand normally by risk management staff in conjunction with an audit
What does Control Self assessment require from operational management and staff
They require them to self review or elf- audit risk control for which they are responsible and to communicate results up through the appropriate management line
Control Self assessment is used in combination with
It’s used in combination with monitoring activities
Control Self assessment is subject to
It’s subject to periodic audit to check if its delivering trusted and useful information
Control Self assessment is a useful way of ensuring
It’s a useful way of ensuring compliance with corporate standards right across an organisation, this includes risk aspects of legislation and other compliance needs
Control Self Assessment CSA was originally designed for
It was designed for financial controls to support regulatory compliance