Governance Flashcards
Is the combination of people, policies, procedures, and processes (including internal control) that help ensure that an entity effectively and efficiently directs its activities toward meeting the objectives of its stakeholders.
Governance
Governance has two major components:
Strategic direction & Oversight
Determines (a) the business model, (b) overall objectives, (c) the approach to risk taking (including risk appetite), and (d) the limits of organizational conduct.
Strategic direction
Concerns (a) risk management activities performed by senior management and risk owners and (b) internal and external assurance activities.
Oversight
Is the highest governing body responsible for directing or overseeing the activities and management of the organization.
The board of directors
Performs day-to-day governance functions.
Management
May have an active role in support of the organization’s ethical culture.
Internal auditors
Must evaluate the design, implementation, and effectiveness of the organization’s ethics-related objectives, programs, and activities.
The internal audit activity
The Sarbanes-Oxley Act of 2002 (SOX) established that the issuer’s audit committee must be:
An independent member of the board of directors & at least one member must be a financial expert
The Sarbanes-Oxley Act of 2002 (SOX) established what private-sector body to regulate the accounting profession:
The Public Company Accounting Oversight Board (PCAOB)
The Sarbanes-Oxley Act of 2002 (SOX) established that a public accounting firm is prohibited from:
Preforming consulting, legal, and internal auditing services (with some exceptions) for the audit client
The Sarbanes-Oxley Act of 2002 (SOX) established that a public accounting firm may provide:
Conventional tax planning and certain services if preapproved by the audit committee
The Sarbanes-Oxley Act of 2002 (SOX) established that the CEO and CFO must certify that:
1) To the best of their knowledge, the financial statements are free of material misstatements.
2) They are responsible for the system of internal control and have evaluated its effectiveness.
The Sarbanes-Oxley Act of 2002 (SOX) established that all annual reports must contain a statement by the CEO and CFO that includes:
1) A statement that management has taken responsibility for establishing and maintaining an adequate system of internal control over financial reporting.
2) An assessment of whether internal control over financial reporting is effective.
3) A statement that an independent public accounting firm that is registered with the PCAOB also has assessed the system.
The internal audit activity must assess and make appropriate recommendations for improving the governance process in its accomplishment of the following objectives:
1) Promoting appropriate ethics and values within the organization.
2) Ensuring effective organizational performance management and accountability.
3) Communicating risk and control information to appropriate areas of the organization; and
4) Coordinating the activities of, and communicating information to, the board, external and internal auditors, and management.