Chapter 3 - Governance Flashcards
What are stakeholders and do they include?
Stakeholders are persons or entities who are affected by the activities of the entity. Among others, these include (1) shareholders, (2) employees, (3) suppliers, (4) customers, (5) neighbors of the entity’s facilities, and (6) government regulators
What are the goals of corporate governance?
Governance practices may use various legal forms, structures, strategies, and procedures. They ensure that the organization (1) complies with society’s legal and regulatory rules; (2) satisfies the generally accepted business norms, ethical principles, and social expectations of society; (3) provides overall benefit to society and enhances the interests of the specific stakeholders in both the long- and short-term; and (4) reports fully and truthfully to its stakeholders, including the public, to ensure accountability for its decisions, actions, and performances.
With respect to Governance, senior management determines:
(1) where specific risks are to be managed, (2) who will be risk owners (managers responsible for specific day-to-day risks), and (3) how specific risks will be managed.
What is the internal auditor’s responsibility for evaluating ethics-related activities?
The internal audit activity must evaluate the design, implementation, and effectiveness of the organizations ethics-related objectives, programs, and activities.
What is the internal audit activities role in best practice governance activities?
The internal audit activity reports significant audit issues, supports the board in enterprise-wide risk assessment, and conducts follow-up and reports on management’s response to external audits as part of its best practice governance activities.
Corporate Social Responsibility (CSR) business activities generally include
(1) establishing and communicating policies and procedures; (2) setting objectives, performance goals, and strategies; (3) communicating and integrating CSR principles and controls into the business decision making processes; (4) monitoring, evaluating results, and benchmarking; (5) engaging stakeholders; (6) auditing; and (7) external and internal reporting of results.
What are CSR controls?
CSR controls are actions taken to manage Corporate Social Responsibility risks. Thus, an organization considers CSR risks before projects are approved and communicates and integrates CSR principles and controls into the business decision-making processes.
What are the board of directors responsible for?
(1) selecting and removing officers; (2) making decisions about capital structure; (3) adding, amending, or repealing bylaws; (4) initiating fundamental changes; (5) declaring and distributing dividends; (6) setting management compensation; (7) coordinating audit activities; and (8) evaluating and managing risk.
The major components of governance include:
A) Strategic direction determines (1) the business model, (2) overall objectives, (3) the risk appetite, and (4) the limits of organizational conduct. B) The elements of oversight are (1) the board’s responsibilities to stakeholders, (2) the risk management activities of senior management and the board, and (3) internal and external assurance activities.
The internal audit activity must assess and make appropriate recommendations to improve the organization’s governance processes for:
- Making strategic and operational decisions;
- Overseeing risk management and control;
- Promoting appropriate ethics and values within the organization;
- Ensuring effective organizational performance management and accountability;
- Communicating risk and control information to appropriate areas of the organization; and
- Coordinating the activities of, and communicating information among, the board, external and internal auditors, other assurance providers, and management (Perf. Std. 2110).
When assessing governance, the internal auditor should consider the following:e
- Audits of specific processes,
- Governance issues arising from audits not focused on governance,
- The results of other assurance providers’ work, and
- Other information such as adverse incidents indicating an opportunity to improve governance
The Global Reporting Initiative (GRI) has developed a sustainability reporting framework that
Provides specific guidance on measuring CSR performance against predefined criteria.
An organizations codes of conduct and vision statements should state
- The organization’s values and objectives;
- The behavior expected; and
- The strategies for maintaining a culture consistent with legal, ethical, and societal responsibilities.
Who is responsible for implementing procedures?
Implementation is a management function.
The IIA Glossary defines governance as:
the combination of processes and structures implemented by the board to inform, direct, manage, and monitor the activities of the organization toward the achievement of its objectives. Organizational performance is measured by achieving objectives.