Chapter 1 Flashcards
COSO (Committee of Sponsoring Organizations
- independent private sector initiative, initially established din mid-1980s to study factors that lead to fraudulent financial reporting
- AAA, AICPA, FEI, IIA, and IMA
COSO Internal Control Framework
- framework used by company management and its board of directors to obtain an initial understanding of what constitutes an effective system of internal controls and to provide insight as to what internal controls are being properly applied within the organization
- confidence to stakeholders
Internal Control
process that is designed and implemented by an organization’s management, board of directors, and other employees to provide reasonable assurance that the organization with achieve its operating, reporting, and compliance objectives
COSO Application to Management and Board
- effectively applying internal controls within the overall organization, on a divisional unit level or at a functional level
- determining requirements of an effective system of internal control by ascertaining whether the components and principles exist and are function properly
- allowing judgement and flexibility in the design and implementation of the system of internal controls within all operational and functional areas
- identifying and analyzing risks and then developing acceptable actions to mitigate or minimize risk to acceptable levels
- eliminating redundant, ineffective, or inefficient controls
- extending internal control application beyond an organization’s financial reporting
COSO Application to Stakeholders
- greater understating of what constitutes an effective system of internal controls
- greater confidence that management will be able to eliminate ineffective, redundant, or inefficient controls
- greater confidence that board has effective oversight of internal controls
- improved confidence that organization will achieve its stated objectives and will be capable of identifying, analyzing, and responding to risks affecting the organization
Objective of COSO Framework
- Operations Objectives: relate to effectiveness and efficiency of an entity’s operations
- includes financial and operational performance goals as well as ensuring that assets are adequately safeguarded against potential losses
- Reporting Objectives: pertain to reliability, timeliness, and transparency of an entity’s external and internal financial and nonfinancial reporting as established by regulators, accounting standard setters, and firm’s internal policies
- Compliance Objectives: ensure entity is adhering to all applicable laws and regulations
COSO Components of Internal Controls
- Control Environment
- Risk Assessment
- Information and Communication
- Monitoring
- Existing Control Activities
Control Environment
- includes processes, structures, and standards that provide the foundation for an entity to establish a system of internal control
- established through “tone at the top”
- Principles:
- Commitment to Ethics and Integrity
- tone at tops, establishing standards of conduct, evaluating adherence to standards, and address deviations in timely manner
- Board Independence and Oversight
- independent from management and oversees development and performance of internal control
- Organizational Structure
- established by management
- establishing reporting lines
- defining, assigning, and limiting authorities and responsibilities
- Commitment to Competence
- hire, develop, and retain competent employees
- Accountability
- individuals held accountable for internal control responsibilities
- Commitment to Ethics and Integrity
Risk Assessment
- identify and analysis of risks to achievement of objectives
- Principles:
- Specify Objectives
- identifying objectives that reflect management’s choices while complying with applicable accounting standards, laws, and regulations
- Identify and Analyze Risk
- to determine how the risks should be managed
- analyzing internal and external factors
- involving appropriate levels of management
- determining how to respond
- Consider Potential for Fraud
- assessing incentive and pressures, opportunities and attitudes, and rationalizations
- Identify and Assess Changes
- changes that could significantly affect the system
- external environment, business model and leadership
- Specify Objectives
Information and Communication
- support the identification, capture, and exchange of information in a timely and useful manner
- Principles:
- Obtain and use Information
- relevant, high-quality information to support the functioning of internal controls
- identifying and defining information requirements within the internal control component level
- Internally Communicate Information
- necessary information to support the functioning of internal controls including relevant objectives and responsibilities
- focus on flow of information up, down, and across organization using a variety of methods and channels
- Communicate with External Parties
- regarding matters that affect the functioning of internal controls
- management having open, two-way external communication channels using variety of methods and channels
- Obtain and use Information
Monitoring Activities
- process of assessing the quality of internal control performance over time by assessing the design and operation of controls on a timely basis and by taking necessary corrective actions
- Principles:
- Ongoing and/or Separate Evaluations
- selecting, developing, and performing to ascertain whether the components of internal controls are present and functioning
- consider establishing baseline understanding
- Communication of Deficiencies
- evaluates and communicates internal control deficiencies in a timely manner to parties responsible for taking corrective action
- Ongoing and/or Separate Evaluations
Existing Control Activities
- activities set forth by an entity’s policies and procedures to ensure that directives initiated by management mitigate risks are preformed
- may be detective or preventive in nature
- may be automated or manual
- require segregation of duties
- Principles:
- Select and Develop Control Activities
- Select and Develop Technology Controls
- Deployment of Policies and Procedures
Effective Internal Control
- framework indicates that an effective system of internal controls provides reasonable assurance that the entity’s objectives will be achieved
- all five components and 17 principles that are relevant be both present and functioning
- Present (Design): components and relevant principles are included in the design and implementation of the internal control system
- Function (Operating Effectively): components and relevant principles are currently operating as designed in the internal control systems
- integrated systems
Ineffective Internal Control: COSO
- GAAP uses term “significant deficiency” and “material weakness”
- COSO uses “major deficiency”
- reduces likelihood that an organization can achieve its objectives
Internal Control Framework Limitations
- Breakdowns in internal control due to errors or human failures
- Faulty or biased judgement used in decision making
- Issues relating to the suitability of the entity’s objectives
- external events beyond the control of the entity
- circumvention of controls through collusion
- management override of internal controls
Using the COSO Framework Document
- Overall Assessment: supported by component evaluations
- Component Evaluation: supported by principal evaluations
- Principal Evaluations: serve as the source for isolating and defining internal control deficiencies
- Summary of Internal Control Deficiencies” summarize and impact the overall assessment
Common Risk Using COSO
- Material Omission or Misstatement
- vary due to:
- industries, markets, and geographic areas
- multiple regulatory environments with different standards
- transactional environments with numerous contracts
- active merger, acquisition, and divestiture environment
- dynamic technological environment
- high executive turnover
- vary due to:
- Fraud
- either by fraudulent financial reporting or misappropriation of assets
- examples:
- management bias in exercising judgement
- degree of estimates and judgements underlying accounting and reporting
- incentive for fraud
- attitudes and rationalization by individuals
- unusual transactions
- vulnerability to management override
- Management Override
- Illegal Acts
- violations of governments regulations that could have a material impact on financial statements
- examples:
- existence of investigations
- reports of regulatory examiners
- payments for unspecified services
- delinquent tax returns
Enterprise Risk Management (COSO)
- the culture, capabilities, and practice, integrated with strategy-setting and performance, that organizations rely on to manage risk in creating, preserving, and realizing value
- series of sequential yet intertwined components that drive an organization toward enhanced value
- developed to assist organizations in developing a comprehensive response to risk management
- defines risk as the possibility that events will occur and affect the achievement of strategy and business objectives
- underlying premise if that every entity exists to provide VALUE for stakeholders which involves risk
- management decisions will affect value development through creation, preservation, erosion, and realization
- Value Creation: when benefits of value exceed the cost of resources used
- Value Preservation: when ongoing operations efficiently and effectively sustain created benefits
- Value Erosion: faulty strategy and inefficient/ ineffective operation cause value to decline
- Value Realization: benefits created by organizations are received by stakeholder either monetary or nonmonetary forms
Mission
represents core purpose of entity
why company exists
what it hopes to accomplish
Vision
represents the aspirations of the entity and what it hopes to achieve over time
Core Values
represent an organization’s beliefs and ideals about what is good or bad, acceptable or unacceptable
influence the behavior of organization
Culture
- represents the collective thinking of the people within an organization
- plays important role in shaping decisions regarding risks
Capabilities
- competitive advantage
- produces value for an entity
- exploitation of competitive advantage and adaption to change are embedded within ERM
Practices
- ERM is an organizational practice continually applied to entire scope of activities of the business
Risk Appetite
- represents the types and amounts of risk, on a broad level, an organization is willing to accept in pursuit of value
- range rather than specific limit
- provides guidance
- expressed first in mission and vision
- varies between products, business units, and timelines
Risk Inventory
all risk that could impact entity
Reasonable Expectation
amount of risk of having strategy and business objectives that is appropriate for an entity
realizing no one can predict with precision
Business Context
- trends, events, relationships, and other factors that may influence, clarify, or change an entity’s current and future strategy and business objectives
Risk Capacity
maximum amount of risk that an entity is able to absorb in the pursuit of strategy and business objectives
Risk Profile
- composite view of the risk assumed at a particular level of the entity or aspect of the business that positions management to consider types, severity, and interdependencies of risks and how they may affect performance relative to strategy and business objective
Portfolio View
- composite view of risk that entity faces which positions management and borad to consider the types, severity, and interdependencies of risk
Organizational Sustainability
ability of an entity to withstand the impact of large-scale events
Performance Management
- measurement of efforts to achieve or exceed the strategy and business objectives
Components of Enterprise Risk Management
- Governance and Culture
- Strategy and Objective Setting
- Performance
- Review and Revision
- Information, Communication, and Reporting (Ongoing)
Governance and Culture
- Defines desired culture
- Exercises board oversight
- Demonstrates commitment to core values
- Attracts, develops, and retains capable individuals (employees)
- Establishes operating structure
Strategy and Objective Setting
- Evaluates alternative strategies
- Formulates business objectives
- Analyzes business context
- Defines risk appetite
Performance
- Develops portfolio view
- Assesses severity of risk
- Prioritizes risk
- Identifies risk (events)
- Implements risk responses
Review & Revision
- Assesses substantial change
- Pursues improvement in ERM
- Reviews risk and performance
Information, Communication, and Reporting (Ongoing)
- Leverage information and technology
- Communicates risk information
- Reports on risk, culture, and performance
Implements Risk Responses
- Accept: no action taken to change severity of risk → within risk appetite
- Avoid: action is taken to remove risk → entity cannot devise a risk response that will mitigate the risk to objectives
- Pursue: action is taken that accepts increased risk to achieve improved performance → when management understands the nature and extent of any changes required
- Reduce: action is taken to reduce the severity of risk
- Share: action is taken to reduce the severity of risk through techniques such as outsourcing or insurance
Sarbanes Oxley Act of 2002
- provisions for expanded disclosures by corporations and specific representations required by officers of public companies that must accompany the financial statements
Title III of Sarbanes Oxley
- relates to establishment of an audit committee and the representations made by key corporate officers, typically the CFO or CEO
Public Company Audit Committees (Title III)
- public companies are responsible for establishing an audit committee that is directly responsible for the appointment, compensation, and oversight of the work of the public accounting firm employed by that company
- auditor directly reports to audit committee
- responsible for resolving disputes between auditor and management
- Independence is a criteria:
- audit committee members may not accept compensation from the issuer for consulting or advisory services
- audit committee member may not be affiliated person of the issuer
- Must establish procedures to accept reports of complaints regarding audit, accounting, or internal control issues (whistle-blower hotlines)
Corporate Responsibility for Financial Reports (Title III)
- CFO or CEO must sign certain representations regarding annual and quarterly reporting
- assertion that:
- they have reviewed report
- report does not contain untrue statements or omit material information
- financial statements fairly present in all material respects the financial condition and results of operations
- assume responsibility for internal controls
- signing report assert that they have made the following disclosures to issuer’s auditors and the audit committee
- significant deficiencies and material weaknesses in the design or operation of internal controls which might adversely affect financial statements
- any fraud that involves management
- any changes to internal controls
Title IV (Enhanced Financial Disclosures)
- additional details regarding the financial statement, internal controls, and operations of audit committee
- Include:
- all material correcting adjustments identified by the audit should be reflected in financial statements
- should disclose all material off-balance sheet transactions:
- operating leases
- contingent obligations
- relationships with unconsolidated subsidiaries
- Proforma should include:
- no untrue statements
- no omitted material information
- reconciled with GAAP basis financial statement
- Disclose of SPEs (special purpose entities)
- Issuers are prohibited from making personal loans to directors or executive officers
- Disclosures for persons who have direct or indirect ownership of more than 10% of any class of most any equity security