GOVERNANCE, RISK MANAGEMENT AND CONTROL Flashcards
(94 cards)
What are the Three Lines of Defense?
First Line: Operational Management
Second Line: Risk Management and Compliance Functions
Third Line: Internal Audit
What is the definition of Organizational Governance?
The IIA Standards Glossary defines organizational governance as the:
“combination of processes and structures implemented by the board to inform, direct, manage, and monitor the achievement of its objectives.”
What are the cornerstones of good Corporate
Governance?
1) The board of directors
2) Executive management
3) External auditors
4) Internal auditors
What are major areas of responsibility of the board?
1) Monitoring the CEO and other senior executives.
2) Overseeing the corporation’s strategy and processes for managing the enterprise (including succession planning).
3) Monitoring the corporation’s risks and internal controls, including the ethical tone.
What is an independent director, and how many should
a company have?
A majority of the directors should be independent in both fact and appearance.
An independent director has no current or prior professional or personal ties to the corporation or its management other than service as a director.
Independent directors must be able and willing to be
objective in their judgments.
What are common committees that the Board establishes?
1) Audit committee
2) Compensation committee
3) Governance committee
Each committee should have a charter, authorized by the board, that outlines how each will be organized, their duties and responsibilities, and how they report to the board. Each committee should be composed of independent directors only.
Who are Stakeholders?
A stakeholder is an individual or entity who has a material interest in a company’s achievements, validated through some form of investment, and thereby expects a benefit in return.
Who are Internal Stakeholders?
- Directors
- Senior management
- Employees
- Trade unions or staff associations
- Shareholders
Who are External Stakeholders?
- Customers
- Suppliers
- Contractors and subcontractors
- Distribution networks
- Communities
- The general public and government
What are four levels of relationships with stakeholders and what is each level based on?
Based on the stakeholder’s interest and power, the company’s relationship will be to:
1) Ignore the stakeholder (weak power, low interest)
2) Keep the stakeholder informed (weak power, high interest)
3) Keep the stakeholder satisfied (strong power, low interest)
4) Treat the stakeholder as a key player (strong power,
strong interest)
What is the role of internal audit in Corporate Governance?
The IAA must assess and make appropriate recommendations to improve the organization’s governance processes for:
• Making strategic and operational decisions.
• Overseeing risk management and control.
• Promoting appropriate ethics and values within the organization.
• Ensuring effective organizational performance management and accountability.
• Communicating risk and control information to appropriate areas of the organization.
• Coordinating the activities of, and communicating
information among, the board, external and internal auditors, other assurance providers, and management.
What are the steps in auditing
a company’s governance practices and structure?
1) Understand the general principles and models of organizational governance.
2) Review existing governance-related documentation.
3) Develop a preliminary audit plan.
4) Meet with decision-makers (i.e., the board).
5) Execute the approved plan.
6) If necessary, consult legal counsel.
7) Complete the process, including a formal presentation to the board and have key decision-makers sign a “statement of acknowledgement.”
How is organizational culture different than organizational governance?
Organizational culture and its related practices are not written down or codified. Organizational culture can be rooted in the distinct personalities of company leadership or more generally in the ethnic, religious, or political context in which the business operates.
What are the six control environments elements that organizational culture may impact?
1) Integrity and ethical values
2) Management’s philosophy and operating style
3) Organizational structure
4) Assignment of authority and responsibility
5) Human resource policies and practices
6) Competence of personnel
What is the internal auditor’s role in assessing Organizational Ethics?
The internal audit activity must assess the design, implementation, and effectiveness of the organization’s ethics-related objectives, programs, and activities.
What does a review of organizational ethics focus on?
1) Policies, including the policy for reporting ethical violations
2) Procedures
3) Effectiveness
4) Disposition of ethical issues, including if the penalties are appropriately scaled, if there is consistent application, and if there is proper documentation.
5) Compliance
What are ethics advocates and who must act as an ethics advocate?
Ethics advocates are visible models of appropriate behavior who encourage and support the code of conduct at all times and at all levels of activity.
Management must act as ethics advocates.
All individuals in the company should be encouraged to be ethics advocates.
Internal auditors are also key ethical advocates - The IIA
Code of Ethics states that the internal auditors should be
an example of the ethical behavior that employees should practice.
What is a Code of Conduct, and who is it applicable to?
A Code of Conduct, or Business Conduct Policy, outlines the specific behaviors that are required of or prohibited for all employees.
The Code of Conduct should be written in clear, concise language that eliminates ambiguity or contradictory interpretation.
The Code of Conduct is applicable to all people in the
organization, regardless of position, department, or length of employment.
The code of conduct includes guidance on what topics?
- Conflicts of interest
- Confidentiality of information
- Acceptance of gifts
- Compliance with all applicable laws, rules, and regulations
- Penalties – the Code must clearly detail the consequences for any violations
What is the role of the IAA with the Code of Conduct?
The Code of Conduct needs to be periodically assessed by the IAA to ensure that it is relevant and that it reflects the company’s needs. Additionally, compliance with the Code of Conduct should also be tested periodically and may even be included as part of every engagement.
What is Corporate Social Responsibility?
The IIA’s Practice Guide Evaluating Corporate Social Responsibility/Sustainable Development defines CSR as: “The way firms integrate social, environmental, and economic concerns into their values, culture, decision- making, strategy and operations in a transparent and accountable manner and thereby establish better practices within the firm, create wealth, and improve
society.”
What are the levels of responsibility for CSR in a company?
• The board has overall responsibility for CSR.
• Management is responsible for executing CSR and ensuring that there are clear objectives, performance measurement, and reporting.
• Employees must integrate CSR into their everyday activities.
• The internal auditors should understand the risks and controls related to CSR and may be responsible for
auditing CSR.
What are some of the risks associated with CSR?
- Reputation
- Compliance
- Liability and lawsuits
- Operational
- Company stock valuation
- Employment market
- Consumer sales
- External business relationships
What are the seven core subjects in ISO 26000?
1) Organizational governance
2) Human rights
3) Labor practices
4) The environment
5) Fair operating practices
6) Consumer issues
7) Community involvement and development