10-2-15 Flashcards
(148 cards)
The Board of Directors powers are:
- In charge of appointing an independent audit committee.
- Responsible for overseeing the daily operations of the company.
- Hiring/firing of the chief executive officer (CEO).
- Determine the mission of company.
- Decide the declaration/payment of dividends.
The shareholders are the primary stakeholder of any corporation and they have certain rights like the following:
- Right to receive declared dividends.
- Right to inspect books and records.
- Right to keep their ownership level in the company the same if new shares are issued (pre-emptive right).
- Right to sue on company’s behalf if a violation of fiduciary duty occurs (officer not exercising care and due diligence).
- Right to possible cumulative voting rights (stock owner can vote once for each board seat for each share owned).
Business judgment rule
Where a director can not be held liable as long as they exercised care and due diligence.
Duty of loyalty
Where management of company puts the interest of the company ahead of their own.
Articles of Incorporation of a company usually include the following:
- Proposed name and address
- Purpose
- Powers
- Name of registered agent
- Name and address of each incorporator
- Number of authorized shares
Bylaws of a company usually state
When and how officers will be elected; what duties these officers will perform; how many mandatory meetings will take place; and what will be the agenda at these meetings.
The Audit Committee must have at least one financial or accounting expert within its members and the committee does the following:
- Oversees the appointment
- Determines amount of compensation
- Oversee the work performed by the external auditor
- The external auditor must report directly to them and not an officer of the company.
- Audit committee members must all be independent
- Have no direct financial or direct family connections with employees of the company.
The audit committee financial expert must have an understanding of:
- Functions of the audit committee.
- Internal control and procedures of financial reporting for organizations.
- Generally accepted accounting principles (GAAP).
If the audit committee does not have a financial expert then it must give an explanation as to why not.
Dodd Frank Act of 2010 –
- Requires all members of the compensation committee of public companies must be independent.
- Requires public corporations to disclose why or why not the chairman of the board is also the chief executive officer.
- Requires a nonbinding vote by shareholders on extreme pay incentives to top executives at least every three years.
- Rewards may be paid to whistle blowers.
New York Stock Exchange (NYSE) and NASDAQ requirements for corporations
- Majority of directors must be independent.
- Provide how each director independence level was determined to its stockholders.
- Must have an independent audit committee.
- Must have a code of conduct for all employees made public.
- Have regularly scheduled executive sessions.
Internal control’s three objectives or definition–
Organization’s top management supervision and implementation of a plan that should provide reasonable assurance to the (1) reliability of the company’s financial statements; (2) compliance with all laws; and (3) effectiveness and efficiency of the company’s operations. To have an effective internal control process it is essential to implement and follow each of the above components.
Limitations of Internal Control
- Human judgment can be faulty.
- Breakdowns can occur because of human failures such as simple errors or mistakes.
- Circumvention by collusion.
- Management override of internal control.
- Cost constraints (the cost-benefit analysis).
- There are no absolute deterrents to fraud.
Internal control systems fail because controls
- Not designed/implemented properly.
2. Properly designed/ implemented but ineffective because of changes within the organization’s environment.
Evaluators
Individuals who are competent and objective that monitor controls within an organization.
Monitoring for change continuum within an organization
- Control Baseline – serves as the starting point.
- Change identification – identification of a change needed from monitoring.
- Change Management – Design and implementation of the changes needed.
- Control Revalidation/update – continually updating and revalidating controls.
Control environment factors/components for a general organization
- Commitment to competence.
- Top management and their philosophy/operating style.
- Delegation of authority/responsibility.
- H/R policies and procedures.
Five components within internal control structure and they are:
- Control environment – the providing of appropriate surroundings to entice proper structure and policies that will lead to good internal control.
- Control activities – makes sure all policies and procedures of management are undertaken appropriately and are done according to the organizations guidelines.
- Information and Communication – makes sure all information and communication finds it way to the appropriate levels of the organizations employees in a timely manner.
- Monitoring the implemented Controls – continually checking to make sure controls are working properly.
- Risk Assessment – the process management uses to identify; analyze; and respond to internal or external risks
Enterprise risk management (ERM) Committee of sponsoring organization (COSO) and its eight topics
Uses procedures to identify; access; control; and manages organizational governance by providing guidance. It also helps to align the stakeholders of the company risk appetite with that of management.
Eight topics within Enterprise Risk Management and they are:
1. Internal control environment–same as stated in internal control structure above.
2. Objective setting–mission statement stating the goals of the organization in terms of its internal control.
3. Event Identification–controls and potential risks of breaking controls can be identified.
4. Risk assessment–organizational employer can identify risks to internal control. Examples are inherent and residual.
5. Risk Responses–organizational employees know what to do when risks to internal control are present.
6. Control activities–same as stated in internal control structure above.
7. Flow of Information and Communication–same as stated in internal control structure above.
8. Monitoring– same as stated in internal control structure above.
Risk appetite
The amount of risk that is acceptable and the company can still achieve its goals.
Risk tolerance
The acceptable amount of change in a risk or risks that the company is willing to allow.
Risk averse
Where an entity or person will choose between two investments the investment with the less risk.
Risk response examples are
avoidance; reduction; sharing; acceptance
Avoidance
The reduction of risk by avoiding the situation altogether or exiting the situation.
Reduction
The reduction of risk by implementing safeguards to minimize the likelihood/effects of an adverse reaction.