Chapter 3 Flashcards
Roles and Responsibilities
The Health and Safety Executive (HSE) identified five activities that promote a risk-aware culture
Leadership Involvement Learning Accountability Communication
The Companies Act 2006 requires directors to have ‘regard among other matters to the’
- likely long term consequences of their decisions
- interests of the company’s employees
- need to foster the company’s business relationships with suppliers, customer and others
- impact of the company’s operation sin the community and the environment
- desirability of maintaining a reputation for high standards of business conduct
- need to act fairly between members (shareholders) of the company
The UK Corporate Governance Code charges directors with
- setting the company’s strategic aims and providing leadership to put them into effect
- supervising management of the business
- reporting to shareholders on their stewardship
The UK Corporate Governance Code is based on principles of
accountability
transparency
probity
focus on the sustainable success of an entity over the longer term
What two responsibilities does the Board have under the Accountability principle of the UK Corporate Governance Code
- Determine the nature and extent of significant risks it is willing to take to achieve its corporate objectives
- Maintain sound risk management and internal control systems
What five responsibilities do most Boards have
- Regulation of the executive to ensure they uphold shareholder interests and laws governing the conduct of the business
- Approving the report and accounts, annual budgets, strategy and other important plans
- Selecting, appraising and rewarding the CEO and ensuring successful planning is actively address
- Supervising the risk assessment process and ensure adoption of key actions to mitigate against risks
- Ensuring that company integrity and principles are upheld on critical matters such as financial reporting accuracy, legal and regulatory compliance
What are four recommendations of the Turnbull guidance
- Separation of the roles of Chairperson and CEO
- CEO employment contracts to have a time limit
- Establishes minimum numbers of non-exec directors on the board
- Board subcommittees to be established
what are the recommended practices in competence risk management and internal control.
Boards of listed companies should..
possess relevant skills,
conduct regular review of risk,
specify the company risk appetite,
agree and implement board policies on risk and control,
establish a prudent and effective internal control,
report on the effectiveness of the internal control at least annually.
name the 11 titles of SOX 2002
Title 1. public company accounting oversight board.
Title two. Auditor independence.
Title three. Corporate responsibility.
title four. Enhanced financial disclosures.
Title V. Analyst conflict of interest.
title VI. Commission resources and authority.
title VII. Studies and reports.
Title 8. Corporate and criminal fraud accountability.
Title IX. White Collar crime penalty enhancements.
Title 10. Corporate tax returns.
Title 11. Corporate fraud and accountability.
How often is the UK Corporate Governance Code reviewed?
Every 2 years
What does section 404 of SOX act require
section 404 requires that publicly traded corporations use a formal risk control framework and it management and the external auditor report on the adequacy of internal control on Financial Reporting.
JOBS Act 2012
jump-start our business startups act, or jobs act, of 2012 relaxed SOAS compliance requirements period this requirements included exemption for new public companies from section 404 reporting for a period of 5 years instead of 2.
the committee of sponsoring organisations of the treadway commission (coso) define internal controls as a process in five categories:
Effectiveness and Efficiency of operations.
Reliability of Financial Reporting.
Compliance with applicable laws and regulations.
Safeguarding of assets.
5 essential components of COSO
Control environment. Risk assessment. Control activities. Information and communication. Monitoring activities.
What is enterprise risk management (ERM)?
Enterprise risk management is the structure and organisation sets up to control risk management across the whole of its organisation.