BEC 2 - Corporate Governance, Internal Control & Enterprise Risk Management Flashcards
(42 cards)
Corporate Governance (2)
- It is the role of corporate governance to make certain that objectives of the entity are met while needs & concerns of stakeholders are addressed.
- Corporate governance consists of the systems that are applied to control & to direct a corporation.
Articles of Incorporation (8)
Articles of Incorporation - Upon formation, a corporation will file with the secratary of state & create bylwas. It includes such info as the:
- Name of the corporation
- Nature & Purpose
- Term Life of the corporation (indefinite duration)
- Capitalization - Amount & types of stock
- Name & Address of each Incorporator
- Initial Board - Names of the people in the Board
- Registered Agent - the place where the state may serve a court order if corporation is being sued or needs legal action
- By-Laws - Rules & regulations of the corporation
Board of Directors
What are the responsibilities of the Board?
A group of individuals, normally elected by shareholders of a corporation, that determine the direction of a corporation based on responsibilities established in the bylaws.
- Board members have a fiduciary duty to:
- Act Loyally in the best interest of the corp & shareholders which includes not putting thier interest above the company & acting without personal economic conflict.
- Act with a Duty of Care to act with care & diligent when making company decisions.
- Act with Due Diligence which means using reasonable care when entering into agreements.
- Amending the bylaws if necessary
- Strategic planning & development of objectives
- Duty to hire CEO/Officers
- Management oversight & determining its compensation
- Establishing Dividend policies
- Reacquiring Treasury Stocks
What are the 3 committees that are established by the Board?
(CAN)
Committees are established by the Board in order to disburse the Board’s responsiblities. The three required are:
- Nominating Committee
- Audit Committee
- Compensation Committee.
Business Judgement Rule
A director has some protection against liability when decisions do not provide anticipated results. The Business Judgement Rule was established as a result of a case law which requires a director to act in good faith, be loyal, & apply due care.
Nominating Committee
Nominating Committee is responsible for the overall corporate governance of the corporation. Primary duty is to determine who is suitable for service on the board of directors. Also, it is charged on overseeing CEO sucession.
Audit Committee
&
Financial Expert (5)
- Audit Committee is responsible for overseeing the financial reporting process.
- Under SOX Title 4, Audit Committee is responsible to oversee the establishment of appropriate internal controls.
- Under SOX Title 4, audit committee is required to be made up of independed directors & atleast one is a financial expert.
- A financial expert has the follwing qualities,
- An understanding of GAAP & FS
- Experience in preparing or auditing FS
- Experience with Internal Controls
- An understanding of the functions of the audit committee
- Doesn’t need to be a CPA
- A financial expert has the follwing qualities,
NOTE: Correct! SOX requires every issuer to have a financial expert on the audit committee. If there is no financial expert on the audit committee, that fact and the reasons are required to be disclosed.
Compensation Committee
- Made of independent directors that is responsible for establishing payment policies for directors & executives.
- Has responsibilties that include: (Per SEC, NYSE, NASDAQ)
- Developing a compensation approach or philosophy
- Establishing compensation for the CEO & other executive officers
- Use outside experts, as appropriate
- Receive & evaluate proposals reagarding executive compensation put forward by shareholders
Under the Dodd-Frank Act, what are the 4 significant provisions that is directly related to the compensation committee of the board of directors?
(Say-on-pay,Independence,Disclosure,Clawbacks)
- Although Dodd Frank Act was designed to regulate financial services industry, there are 4 siginificant provisions regarding compensation committe:
- Say on Pay - Stockholders are required to be allowed to vote on executive officer compensation
- Independence - Committee members must be independend
- Disclosures - Executive salary must be disclosed
- Clawbacks - Recoupment of compensation if FS are restated
What are the 2 types of Management compensation?
Fixed Compensation - A set amount for salary payments plus perks (perquisites) including health/life insurance, retirement benefits, and company vehicle usage.
Incentive Compensation - Payments that are based on company performance or some other criteria. Some of the most common include:
- Bonuses
- Share-based Compensation
- Stock options
- Shared appreciation rights
- Restricted shares
- Perfomance shares
What are fixed & incentive compensation?
What are the 4 types of Share-Based compensation?
(Stock Options,Shared App Rights,Restricted Shrs,Performance shrs)
Fixed Compensation - A set amount for salary payments plus perks (perquisites) including health/life insurance, retirement benefits, and company vehicle usage.
Incentive Compensation - Payments that are based on company performance or some other criteria. Some of the most common include:
- Bonuses
-
Share-based Compensation
- Stock Options - gives the officer the ability to buy shares at a fixed price for a specific period of time.
- Shared Appreciation Rights - same as stock options, but gives an officer cash payments resulting from increases in stock price.
- Restricted Shares - shares of stock that may not be disposed of for a period of time, in which officers are given the incentive/strive to increase the stock price.
- Perfomance Shares - shares that are issued to mgmt if specific performance objectives are met.
How may the Board monitor management? (7)
There are various ways in which the Board can monitor management. One of the most common & effective is through the use of Internal Auditors. Below are other examples:
- The Board of Directors
- Internal Audit
- External Auditors
- Investment Banks & Securities Analysts
- Creditors & Credit Agencies
- Attorneys
- SEC (1933/1934)
Internal Audit Function
What are the 3 components of IPPF?
The Institiue of Internal Auditors (IIA), an international professional association that many internal auditors beling to, has developed an International Professional Practicves Framework (IPPF) that consists of the three follwing:
-
The Definition of Internal Auditing
- Internal auditing is an independent, objective assurance & consulting activity designed to add value & improve an org’s operations. It helps an org accomplish its objectives by bringing a systematic, disciplined approach to evaluate & improve the effectiveness of risk mgmt, control & goverment process.
-
The Code of Ethics
- Principles
- Integrity, objectivity, confidenciality, competency
- Rules
- Integrity, objectivity, confidenciality, competency
- Principles
-
Internal Standards for the Professional Practice of Internal Auditing (ISPPIA)
- Attribute Standards (4)
- Purpose, Authority, Responsiblity
- Independence & Objectivity
- Proficiency & Due Professional Care
- Quality Assurance & Improvement
- Performance Standards (7)
- Managing the Internal Audit Activity
- Nature of Work
- Engagement Planning
- Performing the Engagement
- Communication of the Results
- Monitoring Progress
- Communicating the Acceptance of Risk
- Attribute Standards (4)
External Auditors
(DISAPPROVE)
In addition to auditors, external auditors are potentially effective in contributing to the monitoring of management.
GAAS req’s the external auditor to communicate with those charge with governance regarding certain matters (DISAPPROVE):
- Disagreements with management
- Illegal Acts, noncompliance w/ laws & regulations
- Significant accounting policies
- Adjustments
- Prior discussions w/ management
- Problems
- Responsibilities
- Other Information regarding responsibilities
- Views of other accountants
- Estimates
Internal Control
Whare the Internal Control objectives? (ACE)
What is the most commonly used framework in the US?
Internal Control - An entity’s policies & procedures designed to enable it to achive its objectives of efficient & effective operations, compliance with applicable laws & regulations, and reliable FS reporting.
- The most commonly used framework in the US?
- Internal Control - Integrated Framework created by COSO (The Committee of Sponsoring Organizations of the Treadway Commission).
- Internal Control Objectives: ACE
- Accurate, reliable GAAP FS
- Compliance w/ laws & reg
- Effectiveness & efficiency of operations
What the 5 components of Internal Control?
(CRIME)
- Control Environment
- CHOPPER
-
Risk Assessment
- Specifies suitable objectives
- Identifies & analyzes risks
- Assesses fraud risk
- Identifies & analyzes significant changes
-
Control Activities (PIPS)
- Performance Reviews - Actual vs Budget
- Information Processing - General vs. Application Ctrls
- Physical Controls - Acces to assets
- Segregation of Duties - ARRC
-
Information & Communication
- Uses relevant information
- Communicates internally
- Communicates externally
-
Monitoring
- Conducts ongoing &/or separate evaluations
- Evaluates & communicates deficiencies
Control Environment
(CHOPPER)
Control Environment - sets the tone of an organization, influencing the control consciousness of its people. It is the foundation of all other components of internal control, providing discipline & factors. (CHOPPER)
-
Commitment to competence
- Employees posses skills & knowledge essential to performing their jobs
-
Human resource policies & practices
- Effective policies & practives for hiring, training, evaluating, etc. of employees
-
Organizational structure
- Provides a basis for planning, directing, cotrolling operations.
- Participation of those charged w/ Governance
-
Philosophy of mgmt & operating style
- Manner in which mgmt runs the organization can have a significant effect on the control environment.
- Ethical values & integrity
-
Responsibility assignment
- Communicated throug documents such as job descriptions & organizational charts. Personnel are made aware of their responsibilities.
Risk Assesment
Identification & analysis of the internal & external risks that may interfere with the achievement of management’s objectives, including the requirement for reliable financial reporting & the preparation of fairly presented FS.
“How to Identify, Analyze & Manage risk?”
Control Activities
(PIPS)
(ARCC-S)
Control Activities - Policies & procedures that help insure that management directives are carried out.
Types of control activities include: (PIPS)
- Performance reviews - Actual vs. budget FS
- Information processing - IT vs application ctrls
- Physical Controls - Acces to assets (who has it)
-
Segregation of duties (ARCC-S)
- Authorization of transactions
- Recoding (posting) of transactions
- Custody of assets (who has access)
- Comparisons (reported vs. recorded/reconciliations)
Information & Communication
The means by which information is obtained & disseminated by management throughout the entity & with appropriate business relationships such that control ativities will more likely be understood and followed and nd so that management will receive feedback as to their effectiveness.
Refers to the I.D, retention, & transfer of info in a timely manner allowing personnel to perform their responsibilities.
- Info System - consists of the methods & records used to record, process, summarize & report FS
- Communication - involves establishing idividual duties & responsibilities relating to internal control & making them known to personnel.
Monitoring Activities
Sequence of Activities, what are the 4 steps?
(Baseline,Identification,Management,Revalidation/Update)
The ongoing evaluation of internal controls to make certain that they are effective, functioning as intended, & that they remain relevant.
Evaluators - Individuals that monitor controls w/in an organization that should be both compent & objective.
Monitoring sequence of activities: (TESTED)
- Control baseline - delvelopment of undertanding of how I/C was designed & implemented
- Change identifictation - use of ongoing & separate evaluations to identify the effectiveness of I/C
- Change in management - determination of when changes to I/C are needed
- Control revalidation/update - understanding of a new baseline or updated/revised system
What are the Limitations of Internal Control?
(COCCO)
- Collusion
- Override by management
- Competence - errors or mistakes, poor human judgement
- Cost/Benefit constraints
- Obsolescence - change in operations or size
What are the basic change control processes components? (5)
(Request,Analysis,Decisions,Plan/Implement,Monitor)
The basic change control processes components includes:
- Change Requests - when change is needed
- Change Analysis - evaluating the change
- Change Decisions - deciding on the change
- Planning & Implementing the Change - developing a new plan
- Monitoring & Tracking the Change - if new change is properly executed & having intended effects
What is Enterprise Risk Mgmt (ERM)?
What is the purpose?
What are the 8 components?
ERM is a system encompassing an entity’s strategy to identify events that may affect the entity, and to manage those risks in accordance with the entity’s risk appetitie, that incorporates 8 components, including the 5 components of internal control (CRIME).
The purpose of ERM is to find the balance between minimizing or managing risk & maximizing the return & opportunities that can be provided to stake holders.
-
Internal Environment
- Integrity/Ethics
-
Objective Setting
- Strategic, Operational, Reporting, Compliance
- Event Identification
- Risk Assessment
- Balance sheet approach
- Process approach
- Event identification approach
-
Risk Response
- Acceptance
- Sharing - Use of Insurance
- Reducing/Mitigation - Relocation
- Avoidance
- Control Activites
- ARCSS
- Info & Communication
- Monitoring