Corporate Governance & Controls Flashcards
Agent
A person who manages something on behalf of a principal
Principals
Shareholders
Fiduciary duty
Director’s legal duty to act solely in the interest of the shareholders
Examples of agency costs
Bonuses, incentive schemes, audit costs
Two types of board structures
Unitary
Two tier
NEDs
Non Executive Directors
What is the audit comittee a response to?
Criticisms of the relationship between directors and auditors
Who sits in an audit committee?
Non executive directors (NEDs)
One of which has recent relevant financial experience
How often does the audit committee meet?
3 times a year (at least) and once with the auditors without the directors
Responsibilites of the audit committee
Review financial statements/interim reports/audit reports
Review internal financial controls/risk managmenent systems
Discuss signif matters arising from audit
Review audit programme & findings
Appointment/removal of auditors
Set audit fees
Whistleblowing system
Role of the remuneration committee
To have an appropriate reward policy that attracts, retains and motivates directors to achieve long terms interests of shareholders
Objectives of the remuneration committee
To be independent - external advice or consultants
To have a clear policy that is understood and supported by shareholders
Performance packages aligned w/ long term shareholders interests w/ challenging targets
Clear reporting - bird’s-eye view of policy payments and rationale behind them
Examples of profit seeking organisations
Sole traders
Partnerships
Limited Liability companies
3 party relationship
Practitioner (Auditor) | Intended user | Responsible Party (Directors)
Assurance engagement
Where a practitioner expresses a conclusion to enhance the confidence of the outcome of the evaluation
Examples of assurence engagements
Statutory/external audit Fraud investigations Due diligence Internal controls assessment Business plan/projection reviews Environmental audits
Error of commission
Wrong account but correct type (expense etc)
Error of principle
Entered into wrong type of account, affects p&l
Purpose of an audit
To enhance the degree of confidence in the financial statement
Objectives of an auditor
Obtain reasonable assurance that statements are free from material misstatement (due to fraud or error)
Express an opinion whether they are prepared in accordance to framework
Report on the fin statement
What is the need for external audit?
Directors may have incentives to manipulate financial statements/show false performance
Required by law in most developed countries - publicly quoted and large companies
Benefits of an audit
Improved quality/reliability = increased credibility, reputation
Valuable to management
Less management bias, fraud and error
Poor controls may be highlighted by the auditor
Limitations of an audit
FIRED
F - Financial statements include subjective estimates/other judgemental matters
I - Internal controls may be relied on / have own limitations
R - Representations may be only evidence in some areas
E - Evidence is persuasive not conclusive
D - Doesn’t test all transactions
What rights do auditors have?
Access to accounting records, information and explanations as necessary
To know of and attend/speak at shareholder meetings
Rights relating to their removal/resignation, retirement