Corporate Governance Flashcards
Audit Committee
Oversees the accounting financial reporting processes of the company and oversees the audits of the financial statements of the company. SOX requires all members to be independent.
Appoints and oversees external auditor
Interacts with internal auditors
Receives and resolves complaints regarding accounting and auditing matters
Investigates issues regarding financial reporting and internal control
Black Swan Analysis
Evaluating the occurrence of events that had negative effects and were unanticipated or viewed as highly unlikely
Enterprise risk management
Process designed to identify potential events that may affect the organization and manage risk to be within its risk appetite, to provide reasonable assurance regarding the achievement of organizational objectives
- Internal Environment
- Objective setting
- Event identification
- Risk assessment
- Risk response
- Control activities
- Information and Communication
- Monitoring
ERM Objective Setting
Operations objectives
Reporting objectives
Compliance objectives
ERM Identification
Event Inventories Internal analysis Escalation or threshold triggers Facilitated workshops or interviews Process flow analysis Leading event indicators Loss event data methodologies
ERM Risk Assessment
Qualitative techniques:
Probabilistic - associate a range of events and the resulting impact with the likelihood of those events based on certain assumptions (ex: value at risk, cash flow at risk, earnings at risk)
Nonprobabilistic - subjective assumptions in estimating the impact of events without quantifying an associated likelihood (ex: sensitivity measures, stress tests, and scenario analysis)
ERM Risk Response
Management selects risk responses that are consistent with the risk appetite of the organization
- Avoidance
- Reduction
- Sharing
- Acceptance
Limitations of ERM
- Assessed risk relates to the future which is uncertain
- ERM cannot provide reasonable assurance that objectives will be achieved
- ERM cannot provide absolute assurance with respect to any of the objective categories.
a. effectiveness of ERM is subject to the limitations of the ability of humans
b. well-designed ERM can break down
c. collusion among two or more individuals can result in failures
d. ERM systems can never be perfect due to cost-benefit constraints
e. ERM is subject to management override
COSO defined internal control
A process, effected by the entity’s board of directors, managements, and other personnel designed to provide reasonable assurance regarding the achievement of objectives relating to operations, reporting and compliance.
Components:
- control environment
- risk management
- control activities
- information and communication
- monitoring activities
Evaluator
an individual that monitors internal control within an organization
Executive perquisites
Executive benefits other than compensation, such as retirement, use of corporate assets, golden parachutes, and corporate loans
Inherent risk
Risk to the organization if management does nothing to alter its likelihood or impact
Residual risk
the risk of the event after considering management’s response
Risk appetite
the amount of risk an organization is willing to accept to achieve its objectives
Risk tolerance
acceptable variation with respect to achieving a particular objective