Corporate Governance & Controls Flashcards

1
Q

Agent

A

A person who manages something on behalf of a principal

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2
Q

Principals

A

Shareholders

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3
Q

Fiduciary duty

A

Director’s legal duty to act solely in the interest of the shareholders

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4
Q

Examples of agency costs

A

Bonuses, incentive schemes, audit costs

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5
Q

Two types of board structures

A

Unitary

Two tier

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6
Q

NEDs

A

Non Executive Directors

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7
Q

What is the audit comittee a response to?

A

Criticisms of the relationship between directors and auditors

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8
Q

Who sits in an audit committee?

A

Non executive directors (NEDs)

One of which has recent relevant financial experience

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9
Q

How often does the audit committee meet?

A

3 times a year (at least) and once with the auditors without the directors

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10
Q

Responsibilites of the audit committee

A

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

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11
Q

Role of the remuneration committee

A

To have an appropriate reward policy that attracts, retains and motivates directors to achieve long terms interests of shareholders

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12
Q

Objectives of the remuneration committee

A

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

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13
Q

Examples of profit seeking organisations

A

Sole traders
Partnerships
Limited Liability companies

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14
Q

3 party relationship

A
Practitioner (Auditor) 
            |
Intended user 
            |
Responsible Party (Directors)
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15
Q

Assurance engagement

A

Where a practitioner expresses a conclusion to enhance the confidence of the outcome of the evaluation

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16
Q

Examples of assurence engagements

A
Statutory/external audit
Fraud investigations
Due diligence
Internal controls assessment 
Business plan/projection reviews
Environmental audits
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17
Q

Error of commission

A

Wrong account but correct type (expense etc)

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18
Q

Error of principle

A

Entered into wrong type of account, affects p&l

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19
Q

Purpose of an audit

A

To enhance the degree of confidence in the financial statement

20
Q

Objectives of an auditor

A

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

21
Q

What is the need for external audit?

A

Directors may have incentives to manipulate financial statements/show false performance
Required by law in most developed countries - publicly quoted and large companies

22
Q

Benefits of an audit

A

Improved quality/reliability = increased credibility, reputation
Valuable to management
Less management bias, fraud and error
Poor controls may be highlighted by the auditor

23
Q

Limitations of an audit

A

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

24
Q

What rights do auditors have?

A

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

25
Fair presentation or true and fair
Financial statements fairly reflect the financial position of the organisation. They are free of material misstatements from negligence/manipulation. Assumes no significant errors Based on the materiality convention
26
Materiality convention and the auditor
Samples selected based on where the greatest risk of material misstatement lies
27
What is controls testing? What else may be required?
Assessing the reliability of accounting systems, procedures and controls OK = some reliance If areas of doubt/risk/items of a material nature = substantive testing. Detailed testing of transactions or balances
28
Audit risk
Risk the auditor comes to an incorrect opinion
29
Inherent risk
The susceptibility of a transaction, account balance or disclosure to material misstatement irrespective of the internal controls in place Can be considered at industry level, entity level or balance level (isolated to one balance)
30
Control risk
Risk that material misstatement won't be prevented, detected or corrected by accounting and internal control systems
31
Detection risk
Risk that auditors procedures won't detect a misstatement in an account balance or class of transactions that could be material, individually or when aggregated with misstatements in other balances or classes
32
Engagement letter contents
Scope of audit Responsibilities of auditor/management Identification of applicable financial reporting framework Reference to the expected form and content of any reports to be issued
33
Analytical review
Compares actuals vs budget or expected | Helps to understand the business and changes within it, and to identify potential risk areas for other audit procedures
34
Sarbanes-Oxley
2002 Rules based approach Only applies in the US
35
Statement of opinion
36
Unmodified report
No matters to draw attention to
37
Unmodified opinion
Conclusion that the financial statements are prepared, in material respects, in accordance with the applicable financial reporting framework
38
Audit Firm Governance Code
``` Jan 2010 (FRC & ICAEW) Leadership Values Independent Non-Executives Operations Reporting Dialogue ```
39
Contents of unmodified audit report
``` Title and addressee Introductory paragraph Management's responsibilities Auditor's responsibilities Opinion Other reporting responsibilities Signature, date and address ```
40
IASB (International Accounting Standards Board) - Six Qualitative characteristics of useful information
Fundamental: Relevance Faithful representation ``` Enhancing: Understandability Verifiability Comparability Timeliness ```
41
CIMAs professional development cycle
``` Define Assess Design Act Reflect Evaluate ```
42
Court implied terms
An unspoken term within the interaction between the two parties 'To clean the car but also to take care of it'
43
Stages of audit
``` Auditor appointed Terms agreed Planning Evidence gathering Review Opinion is formed Report is published ```
44
Emphasis of matter
Something which doesn't affect the opinion of the audit but is highlighted just in case
45
Who is bound by the articles of association?
The company & the shareholders
46
Skimming
Intercepting funds before they can be recorded in a company's accounting records
47
TRUE OR FALSE: An accountant is not obliged to evaluate threats that might compromise ethical principles if he has no actual knowledge of the problem
FALSE - An accountant is responsible for what they know and what they can be reasonably expected to know.