Corporate Governance & Operations Management Flashcards
Board of Directors
no individual authority
fiduciary duty
officers
individual agents
selected by the directors
ceo/cfo
not required to be a shareholder but may be
SOX Act of 2002
corporate responsibility
enhanced financial disclosures
fraud
Public Company Audit Committees
auditor reports directly to the audit committee
resolves disputes between auditor & mgmt
members of the issuer’s bod but otherwise independent
section 404
assessment of internal control
corporate and criminal fraud
up to 10-20 years in jail
tempering with record or impending an official proceeding
not more than 20 yrs in prison
COSO’s framework
an appropriate and comprehensive basis to document the assessment of internal controls over financial reporting
used by management/board and stockholders
internal control
a process that is designed and implemented by an organization’s mgmt to provide reasonable assurance that it will achieve its compliance, operating, and reporting objectives
Framework Objectives
ORC
operations objectives - efficiency of an entity’s operations
reporting objectives - reliability, timeliness, and transparency
compliance objectives - ensure the entity is adhering to all applicable laws and regulations
Control Environment
Commitment to ethics and integrity board independence and oversight organizational structure commitment to competence accountability
Risk Assessment
EAR Specify Objectives Identify and Analyze Risk Consider Potential for Fraud Identify and Asess Changes
Info. and Communication
between internal and external parteners, fact
Monitoring Activities
assessing the quality of IC performance over time, frequency of testing determined by risk
Existing Control Activities
to mitigate risk, detective or preventative
Effective Internal Control, Present Requirement
components and relevant principles are included in the design and implementation of the internal control system