Corporate Governance Flashcards
What are the rights, duties, responsibilities & authority of the Board of Directors?
- Election, removal & supervision of officers
- Adoption, amendment & repeal of bylaws
- Reacquire treasuary stock (authorized, issued but not outstanding)
- Declare dividends
* Officer may also serve as directors *
What are 5 components of COSO?
CRIME
- Control Evironment
- Risk Assessment
- Information & Communications
- Monitoring
- Existing Control Activities
What are principles associated with control environment component of COSO?
CHOPPER
- Commitment of Competence
- Human resource policies & procedures
- Organizational structure
- Philosophy & Operating style of Management
- Participation of Board of directors or audit committee
- Ethical & Integrity values
- Responsibility & Authority Assignment
What are 4 principles associated with risk assessment?
- Specify objectives
- Identify & analyze risks
- Accesses fraud risk
- Identify & analyzes significant changes
What are 3 principles associated with (existing) control activities?
- Select & develop control activities
- Select & develop technology controls
- Deploy through policies & procedures
What are the types of control activities?
PIPS
- Performance review: Actual vs budget, P/Y, financial to non-financial
- Information processing: General vs Application controls (input, processing, and output controls)
- Physical controls: Access to assets
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Segregation of duties: ARCC
- Authorization of transactions
- Recording (posting) of transactions
- Custody of assets
- Comparisons, Reconciliation
What are 3 principles associated with information & communication?
- Obtain & use information
- Internally communicate information
- Communicate with external parties
What are 2 principles associated with monitoring?
- Ongoing & separate evaluations
- Communication of deficiencies
What are sequence activities of monitoring?
- Control baseline
- Change identification
- Change management
- Control revalidation/update
What are the limitations of COSO?
- Collusion
- Override by management
- Competence: errors or mistakes, poor human judgment
- Cost/benefit constraints
- Obsolescence: change in co’s operations or size
Name & describe 3 objectives within COSO?
ORC
- Operating: effectiveness & efficiency of entity’s operations
- Reporting: reliabiltiy, timeliness & transparency of financial & non-financial r
- Compliance: complying with applicable laws & regulations
What are components of COSO- ERM?
IS EAR AIM
- Internal Control Environment
- Objective Setting
- Event Identfication
- Risk Assessment
- Risk Response
- Control Activities
- Information & Communication
- Monitoring
What are principles of objective setting component of COSO- ERM?
- Strategic Obj
- Related Obj: Operation, Reporting, Compliance
- Selected Obj
- Risk Appetite
- Risk Tolerances
What are principles of risk response component of COSO- ERM?
- Avoidance: Terminate risk like discontinue products
- Reduction: Reduce/mitigate risk like invest in inventory technology, relocating
- Sharing: Reduce risk by transferring risk like insurance or bonds
- Acceptance: NO action
What’s control baseline?
Developing the initial understanding of the control system