Professional Documents
Culture Documents
CONTROL SYSTEM
An Integrated Framework
to drive an organization on a Growth
track.
1
strategy formation process in a firm
S.W O.T.
K.S.F.
“Strategy”
2
Why Management control in an
organization
Ambitious
Growth plan
3
Management control is a process of
evaluating, monitoring and
controlling of the financial
resources committed for execution
of growth strategy by management
to ensure that management achieves
the desired out put.
4
Management Control Focuses
primarily on Strategy Implementation.
Management
Implementation of Strategies
Control
Task
Control Performance of specific Tasks
• Management control does not necessarily require that all actions are as
per the previously determined Plan; It, however, requires inducing people
to act in pursuit of own goals in ways that organization’s goal are also
met: Goal Congruence.
5
Cybernetic framework for management
control.
External &
Internal Decision Maker Goal ( Desired
environment Result)
To which
organization
has to respond
Behavior
Effectors
Choice
6
Conceptual model of Management
Control Systems.
Assessor:
Control Device
7
Building blocks for
Management Control System
(Financial )
Performance
Controls
Strategy
Organization H. R.
Structure Practices
Culture
9
McKinsey 7-S Framework to support control system
Of an organization.
STRUCTURE
STRATEGY SYSTEMS
SHARED
VALUES
SKILLS STYLE
STAFF
10
Internal Control process
“A process effected by an entity’s board of
directors, management and other personnel,
designed to provide reasonable assurance
regarding the achievements of objectives in the
following categories:
Effectiveness & efficiency of operations.
Reliability of financial reporting.
Compliance with applicable laws and
regulations.”
11
Objective of Internal Control :
13
Steps for Internal Control
16
Risk Assessment
Every entity faces internal &external risks.
Every entity sets objectives.
Risk assessment is the identification and
analysis of relevant risks to achievements of
the objectives.
17
Control Activities
The policies and procedures that help
ensure management directives are carried
out.
They help ensure that necessary actions
are taken to address risks.
Control activities occur throughout the
entity at all levels and in all functions.
They include activities such as approvals ,
authorization,reconciliations and
segregation of duties.
18
Information & Communication
Relevant information must be identified ,
captured and communicated in a form &
timeframe that enables people to carry out
their responsibilities.
Information systems produce reports
containing operational,financial and
compliance –related information that make
it possible to run and control the
business.
Effective communication must occur in a
broader sense,flowing down,across and
up the organization.
19
Monitoring
Internal control systems need to be monitored.
Types of monitoring:
- ongoing during the course of operations.
- evaluation for which the scope and frequency
will depend primarily on an assessment of risks
and the effectiveness of ongoing monitoring
procedures.
20
Internal controls ,no matter how well
designed and operated,can provide
only reasonable assurance to
management regarding
achievements of an entity’s
objectives.
21
Management of an organization is responsible for
creating wealth for it’s shareholders.
22
Market value per share = Market value of equity
Number of shares
outstanding
23
Formal Management Process.
An idea or strategy is more glamorous and
sexy compared to actual execution. When
not executed well it just remain as a great
idea.
Management
“Rules” Periodic decision
Goals & Other
Strategies Info.
•Task Control Review
•Safeguards “Reward”
Y
Strategic Resp Center Reports: Analysis/
Budgeting Performance
OK?
Planning “A vs P” Actions
Revision Measurement N
24
Budgeting & Budgetary Control.
Budgets are integral part of management control
system . When administered systematically , budgets
Promote Coordination & communication among sub
units with the company.
25
It provides monetary & non monetary indicators to the
managers for effective decision making in line with
the goal of the BU.
27
Revenue
Budget
Inventory Production
Budget Budget
Direct
Manufacturing labor, Material cost , Manufacturing overhead
COG Sold
Budget
29
Operational budgets include :
I. Revenue budgets :
Projected Sales
Projected volume ( Non Financial )
FY08-09
Vol Av selling price Revenue
Product 1 X Y XxY
Product 2 A B AxB
___________________________
Total
Since input for revenue budgets is drawn form sales forecast, an in
accurate sales forecast leads to upset the budget plan of the BU.
Less the money that is being tied up in accounts receivable, the more
money that can be used for company investment or dividends. It provides a
good understanding of the effectiveness of the account receivable collection
policies and staff in charge of executing on those policies.
31
The most common method is to take the Total Receivables divided by the Total
Credit Sales multiplied by Days in Sales.
Example:
Total Receivables = 50,00,000 for a quarter
Total Credit Sales = 90,00,000 for the quarter
Days In Sales = 90
DSO= (50,00,000/90,00,000) x 90 = 50
Total Credit Sales- The number should only include only credit sales.
Total Receivables- The total receivables in the Days
Days in Sales- Is a period in time as defined by the following:
Quarterly (3 months)- 90 days
Bi-Annually (6 months)- 180 days
Annually (1 year)- 365 days
32
The Days Payable Outstanding (DPO) calculates the total time it takes a business
to pay back its creditors. The days payable outstanding formula is a
financial ratio and is calculated by taking the accounts payable
divided by the cost of sales and then multiply that number by the total
number of days.
33
Why was Dell Computers so cash rich?
In 2007 Dell's accounts payable was 10,430 (number in millions) and the
cost of sales was 47,433. ( calculated annually )
Dell’s supply chain practice ensured 90 days credit from all vendors as a
corporate policy.
34
Days Sales Of Inventory - DSI
A financial measure of a company's performance that gives an idea of how
long it takes a company to turn its inventory (including goods that are work in
progress, if applicable) into sales.
Generally, the lower the DSI the better. The average DSI varies from one
industry to another.
DSI = Inventory
Cost of Sales X 365
The days’ sales in inventory tells you the average number of days that it took to sell
the average inventory held during the specified one-year period.
It can also be interpreted as the number of days of sales that was held in inventory
during the specified year.
The calculation of the days’ sales in inventory is: the number of days in a year (365
or 360 days) divided by the inventory turnover ratio.
35
Ratios are most powerful tool financial analysis & control.
36
What mangers should focus while using Ratios :
37
Liquidity analysis : What is the level of CA relative to CL
. Is it acceptable , given the nature of the business.
How fast it converts it current asset in to cash.
What is the desired mix of debt & equity .
38
Flexible budgets must help the mangers to evaluate
& control variances in price & efficiency with
respect to cost measures.
40
Sales- Volume Variance analysis report for Q1 – April 2008 .
Actual Variance flexible Sales –Vol Static
budget Variance budget
___________________________________________________________
Units 10000 0 10000 2000U 12000
sold
Revenue 1,25,00,000 5,00,000F 1,20,00,000 24,00,000U 1.44 Cr
43
• Management control is the process by which
managers at all levels ensure their team align
themselves to the goal of the BU, division or
organization referred as “Goal congruence or
Goal alignment”
45
Responsibility centres for
Management Control
46
Responsibility centres
“Decentralization”, in contemporary Management
Systems which leads to Responsibility Centres.
47
Objective of responsibility center incude planning &
control of :
Cost /Profit /Revenue : Monetary measure of the
amount of resources used by a responsibility
centre.
48
Responsibility accounting system to establish an incentive
mechanism
49
Area of evaluation of Responsibility center is divided into Revenue
center Expense centers, profit centers and investment centers.
A cost center's controllable cost does not exceed cost estimates, only
show that cost control performance, it is likely that the Center's work
below the level of quality and service business program requirements.
50
Investment Center have autonomy in the formulation of not only
the price, but also short-term operational decision-making and
certain investment decision-making power.
51
Types Responsibility Centres:
52
Revenue Centre ( Sales Department ) Traditional view
Inputs not related to
Outputs
Revenue
Centre
Input (money Output (money
only for direct revenue)
Costs incurred)
Engineered Expense
Centre
Input (money) Output (physical)
Optimal Relationship
cannot be
established
Discretionary Expense
Centre
Input (money) Output (physical)
55
Expense Centres: Control Characteristics
Budget Preparation:
56
Profit Centre
A department /division in an organization
responsible for generating specified quantum of
profit form the activities it performs.
The performance of the department is judged in
terms of the profit it booked and cost it incurred.
The divisional manager’s performance are measured
on the profit objective they achieve. ( Profit target )
In an organization all products / category are treated
as independent profit centre.
57
Profit & Investment Centre ( Independent BU)
Inputs are related to
Outputs
Profit
Centre
Input (money Output (money
as costs) in profits)
Investment
Centre
Input (money Output (money
as costs) in profits)
58
Profit Centres: General Considerations
•At operating levels, all organizations are ‘functionally’
structured.
• Divisional managers are delegated the
responsibilities of cost –benefit decisions .
• Delegating responsibility to “profit centre” requires
trade-offs between expenses & revenues, therefore
pre-requisites are:
• relevant information for effecting the trade-offs
• a device for measurement of effectiveness of
decisions.
59
• Benefits of a Profit centre are:
• Increased speed & quality of decision making
• Greater delegation, better focus all around
• increased profit orientation: consciousness &
measurement;
• Focused HR practices & resource: specializations
and training
• specific information on performance of diverse
resources
• better service to target Customers & markets.
• >70% of multi-product Companies have adopted the
“Profit Centre” format within the “BU” structure, with a
focus on financial control as the primary method for
strategy implementation;
60
Drawbacks of Profit Center
•Less top management control at operational end
•loss of cohesion within Organization: “Sibling Rivalry”
• increased short-term profit focus – unbalanced, tactical
• poor and uncertain linkages between sub & overall
optimization .
• additional costs due to redundancies.
Synergy & control trade-off imposes limitation on
BU’s autonomy
• Product/Market independence/interdependence
• Financing/company-structure issues
• Share-holding, ‘legal entity’, global fit etc.
• PR, Brand-building, restructuring etc.
Constraints on long-term issues: R&D, Investments,
Systems
61
Measurement of Profitability of profit center
63
Human Behaviour
&
Management Control
64
Organizational Behaviour & Management
Control
Human Behavior must create a favorable
organizational climate for Management control to
influence employees towards achieving a firm’s
Strategic Objective.
65
Formal organizational system for management
Control.
Organization’s
Objective SBU’s financial &
Define KRA Non financial
For SBU Performance
Measure through
Well defined KPI Individual employee
Define KRA Performance through
For Employee P.A system 66
“Work Ethic”: Norms of desirable behavior that exist in
the society of which the Organization is a part of.
67
Intrinsic:
– Organizational Culture: the set of common
beliefs& values explicitly accepted.
– (Management) Style
68
Concept of Transfer pricing
for management control system.
69
Transfer Pricing
A business practice followed for satisfactorily
profit accounting of the transfer of goods &
services between profit centers in a Company.
.
Objective of TP practice are :
70
Benefit of T.P to the organization:
76
MOTIVATIONS FOR TPM
It is not just the Corporate Tax differential that induces
organizations to manipulations in Transfer Pricing.
Some of the other reasons are:
• High Customs Duty – leading to under-invoicing of goods.
• Restriction on Profit Repatriation – leading to over-invoicing
of raw materials, etc transferred from parent country, hence
compensating for locked forex.
• Ownership Restrictions ( E.g. Insurance Sector – 26%) – since
this leads to less than justified returns on the technology or
knowledge invested in the JV, MNEs circumvent it through
over charging on royalties for technology, etc.
There can be various other similar motivations for TPM.
The transactions most likely disputed by Governments are
Administration & Management Fees, Royalties for
intangibles and transfer of finished goods for resale.
(Source: E & Y Survey)
77
From a business perspective, following
dimensions influence the decision to
TPM , while doing transaction between
two countries.
78
Types of transactions between MNE’s that
come under the scope of TPM are :
4 Financing transactions.
81
Under this rules, cost statement of each service (segment-wise
and elements of cost) is Required to be given.
The cost statement is also required to be submitted to the Audit
Committee under Section 292A of the Companies Act, 1956.
82
4.The aforesaid disclosure are to be given in the
Director’s Report along with those required under
Accounting Standard –18 (disclosures as per AS –
18 form part of accounts and, therefore, would
require to be re-disclosed in the Directors’ Report.)
83
· Under an agreement of Organization for
Economic Co- operation & Development (OECD)
world’s leading industrialized countries, have stated
their acceptance of the arm’s-length standard for
setting inter-company transfer prices and have set out
guidelines for methods that should be used in
adhering to the standard.
Custom made RM
boxes & label.
Liner board
& corrugated box
86
Division “A” manufactures certain item and transfers it to div
“B” which in turn add value and sell it in open market at Rs
200 per unit. The variable cost incurred by division B is Rs 30
per unit. “B” buys goods from A at Rs 120 per unit. As B’s
competition dropped the price to Rs 180 , Division B wants
division A to reduce the price to Rs 100 per unit.
The competition of B meanwhile approached division A and
were ready to pay Rs 115 for per unit.
The cost details of Div A is as follows :
Fixed cost : Rs 5 lac
VC per unit Rs 15
Production capacity : 10000 units
If div A decides to sell to B’s competition , sales and
distribution overhead estimated is Rs 10 per unit . Competition
has assured to take 90% output of division A.
As a profit center head of Division A what decision would you
take . At what TP will you sell items to division B ?
87
What action will you initiate from the point of view of
SBU head to ensure the corporate objective is being met ?
What TP methodology will you recommend. ?
Div A
Fixed Cost = Rs 5,00,000
VC = 1 50 000
Sales O/H = 1,00,000
Total Cost = 6,50,000
unit cost = 65 ( if sells internally )
Market
Price = 115
89
Illustration: Hindustan Petroleum’s ( H.P) refinery &
transportation unit operates as independent profit
center. Transport unit supplies crude oil to refinery
unit, which is processed & transformed in to gasoline
by refinery unit. It takes two barrels of crude to
convert one barrel of gasoline. Variable cost is
computed for each division & fixed costs are based
on budgeted annual output of each division.
Transportation Unit :
Purchase cost of crude oil from oil field: Rs
120/barrel
VC /barrel Rs 10.00
FC/barrel Rs 30.00
Pipeline capacity to transport crude oil/day is 40,000
barrels .
90
Refinery Unit :
Refinery unit’s selling price is Rs 580/barrel.
VC /barrel Rs 80.00
FC/barrel Rs 60.00
Operating capacity /day = 30000 barrels
( Consumes an average of 10000barrels /day supplied
by transport division & 20000 barrels /day bought
from outside @ R210/barrel locally.
91
Operating Income of HP with 100 barrels under
alternative T.P Methods.
93
Operating Income of HP with 100 barrels under
alternative T.P Methods.
96
The resale price method would normally be
adopted where the seller adds relatively little or
no value to the product or where there is little or
no value addition by the reseller prior to the
resale of the finished products or other goods
acquired from related parties.
97
Cost based Method :
99
Profit Split Method :
The combined net profit of the related parties
arising from a transaction in which they are
engaged shall be determined.
This combined net profit shall be partially
allocated to each enterprise so as to provide it
with a basic return appropriate for the type of
transaction in which it is engaged with
reference to market returns achieved for similar
types transactions by independent enterprises.
The residual net profit, thereafter, shall be split
amongst the related parties in proportion to
their relative contribution to the combined net
profit.
100
This relative contribution of the related parties shall
be evaluated on the basis of the function performed,
assets employed or to be employed and risks
assumed by each enterprise and on the basis of
reliable market data which indicates how such
contribution would be evaluated by unrelated
enterprises performing comparable functions in
similar circumstances.
. The profit so apportioned shall be taken into account to
arrive at an arm’s length price .
This method would normally be adopted in those
transactions where integrated services are provided by more
than one enterprise or in the case multiple inter-related
transactions which cannot be separately evaluated.
101
Transactional Net Margin Method :
102
regard to the same base. This net profit margin
shall be adjusted to take into account the
differences, if any, between the related party
transaction and the comparable uncontrolled
transactions or between the enterprises entering
into such transactions, which could materially
affect such net profit margin in the open market .
103
Northern Division
Price : $480/ Th $430/Th $432/Th
Thomson West paper Eire paper
105
Traditional financial reporting does not reveal a separate
profits and losses of products or customers for three
reasons:
(1) It examines and reports department-level expenses but
not the work-efforts within a department that matter .
107
Traditional financial reporting does not reveal
the separate profits and losses of products or
customers for three reasons:
110
The lesson from this example is that there is a
“quality of profit” associated with sales volume and
product mix. There should be a focus on the
customer contribution margin devoid of simplistic
cost allocations.
111
Over costing
Under costing
Cost ( Rs)
Products
Category Selling sales Reverse packaging Total
overhead promotion logistics
Lifebuy 110 0 40 120 270
114
Total
Direct Costs Direct Costs
+
In Direct Cost Pool Cost Allocation Bases Bill of activities
cost
Total Hrs X Hrly
production Rate
no. of trips X Cold chain
transport Cost
Specialized material
handling equipments hired
115
See Vision has been a pioneer in cosmetic contact lenses.
The produce simple lens called S3 & cosmetic contact lens
called CCL 5. Company has historically simple costing
system . Annual production of lenses are as follows : 60000
S3 & 15000 CCL5 .
As a practice , total material & manufacturing costs are
divided by total budgeted production volume.
Cost elements for : S3 ( Rs) Cost elements for CCL5
( Rs)
118
S3 Lens CCL5 Lens
Volume : 60000 Units 15000 Units
Per unit Per unit
Material 1,12,50,000 187.5 67,50,000 450
Manufacturing 60,00,000 100 19,50,000 130
labour
Total 287.5 580
Indirect cost 1,80,00,000 300. 58,50,000 390
Total cost 3,52,50,000 587.5 1,45,50,000 970
119
S3 Lens ( 6000units) CCL5 Lens ( 15000 units)
per unit per unit
Revenue: 3,78,00,000 630 2,05,50,000 1370
Cost 3,52,50,000 587.5 1,45,50,000 970
Operating 25,50,000 42.5 60,00,000 400
Income
Profit margin% 6.74 29.19
120
Activity based costing approach for See Vision.
Manufacturing labour hour has little effect on
overhead resources .
Identifying indirect cost pool :
Set up activity at production for manufacturing each
type of lens .
Resources required for CCL5, like molding machines
, cleaning time , small batch production adds to more
resources per setup.
Set up data for :
S3 CCL5
Volume 60000 15000
Output/batch 240 50
No of batch 250 300
Setup time 2 hr 5hr
Per batch
Total Hr 500 1500
121
Set up data for :
S3 CCL5
Volume 60000 15000
Output/batch 240 50
No of batch 250 300
Setup time 2 hr 5hr
Per batch
Total Hr 500 1500
Total cost of set up comprises of cost of process engineers ,
quality engineers , supervisors , & equipment used adds to
Rs30,00,000 .
(30,00000/2000) x 500= 750,000
(30,00,000/2000) x 1500= 22,50,000
Other cost drivers identified having impact are packing & shipment
cost , distribution cost , administration cost .
122
S3 Lens CCL5 Lens
Volume : 60000 Units 15000 Units
Per unit Per unit
Material 1,12,50,000 187.5 67,50,000 450
Manufacturing 60,00,000 100 19,50,000 130
labour
Mold cleaning 12,00,000 20.00 15,00,000 100
& Maint
Total dir cost 1,84,50,000 307.5 1,02,00,000 680
Indirect cost
Design 13,50,000 22.5 31,50,000 390
Setup 7,50,000 12.5 22,50,000 150
Mold 45,00,000 75 18,75,000 125
Operation
Shipping 4,05,000 6.7 4,05,000 27
Distribution 26,10,000 43.5 13,05,000 87
Admin 19,24,530 32.1 6,25,470 41.7
Total cost 2,99,89,530 499.8 198,10,470 1320.7
123
Investment center Decisions
124
ROI Problems
Feed the Dogs ( Over Investment )
Starve the Stars ( Under Investment )
High
STAR PROBLEM
CHILD
Relative
Market
Growth CASH COW DOG
Low
High Market Share Low
125
EVA Basic Premise
Investors can also take their money away from the firm
since they have other investment alternatives
126
EVA is the gain or loss that remains after assessing a
charge for the cost of all types of capital employed.
What an accountant calls profits in an income statement
includes a charge for the debt capital employed which is
commonly referred to as interest expense. However, an
income statement does not include a charge for the equity
capital that was employed during the accounting period.
127
Although EVA is couched in financial analysis, its
primary purpose is to shape management behavior.
128
EVA and Corporate Culture
Paying managers for performance is a backward-looking
practice, but the capital markets assign value on a forward-
looking basis. Therefore, companies that pay for past
performance may be unwittingly paying their managers to
undermine value creation.
131
•Withdraw fund from those activities wherein the amount of
NOPAT is less than the amount of cost of capital unless there
is strategic decision to lose in one activity in order to gain in
another.
•Improve the operating efficiency of the organization to retain
the same amount of NOPAT by possible continuous reduction
of existing capital or / and continuous increase of the existing
NOPAT with existing amount of capital.
132
What is Needed to Calculate Company’s
Economic Value Added (EVA)?
Only following the information is needed for a
calculation of a company’s EVA:
133
Illustration: Income Statement
Net Sales 2,600.00
+
CCREquity = Equity/(Debt+Equity)
Company has also 60% debt and assume that it has to pay
8% interest for it. So the average capital costs would be:
CCR ** = Average Equity proportion * Equity cost +
Average Debt proportion * Debt cost = 40% * 13% + 60% *
8% = 0.4 * 13% + 0.6 * 8% = 10%
136
** Note: if tax savings from interests are included (as they
should if), then CCR would be:
CCR = 40% * 13% + 60% * 8% *(1- tax rate) =
0.4 * 13% + 0.6 * 8% * (1 - 0.4) = 8.08 % (Using 40 % tax
rate)
137
Identify Company’s Capital (C)
Company’s Capital (C) are
138
EVA = NOPAT - C * CCR
= 410.00 - 2,000.00 * 0.10
= 210.00 This company created an EVA of 210.
139
To estimate the cost of capital for a small company, a
method derived from the WACC estimation and the
CAPM( capital Asset Pricing ) model is called cost of
capital cost rate CCR . . The CCR for a small company can
be estimated as follows:
CCRDebt = Prime Rate + Bank Charges
141
Income statement Balance Sheet
142
Cost of Capital Rate (CCR)
Assume that the current Prime Rate is eight percent and that
Pitt Products is paying one percent by borrowing new money,
independent if they ask for short-term or long term debt.
143
In this case, the pre-tax CCRDebt will be :
CCRDebt = Prime Rate + Bank Charges
= 8% + 1% = 9%
144
Assume that in Pitt Product’s case that all financing will
be made using owner’s equity. Thus, no interest expenses will be
incurred. However, with this financing approach, tax savings are
lost. Therefore ,its profit will increase by the interest savings
component, less the tax shield on interest expenses. Tax shield,
or tax savings, on interest expenses can be estimated by
multiplying the interest expenses by the tax rate. In addition,
owner-managers stated that they regard approximately 50,000 of
their salaries as a kind of compensation for their investment in
the company. Because Pitt Product’s income statement does
not show categories, such as Research & Development, market-
building outlays, employee training, unusual write-offs or gains,
there were no further adjustments needed. Hence e NOPAT is
•Identify where the returns are below the capital cost; divest those
investments when improvements in returns are not feasible .
146
Creating an EVA-based Compensation Plan
147
Like other financial performance measures, such
as return on investment (ROI), EVA, on its own, is
inadequate for assessing a company’s progress in
achieving its strategic goals and in measuring
divisional performance. Other more forward-
looking measures, often non-financial in nature,
should be included in regular performance reports
to provide early warning signs of problem areas .
148
INVESTMENT CENTER MANAGEMENT MILESTONES.
Enjoy leadership
in business
Control &
Compliance
Integrate Track , Measure &
Long term audit Financial and
Financial Initiate operational
goal necessary Performance
With key changes at
process business
Initiative operation
process Drive internal
& people Process using IT
level.
Clearly define
expectation
150
151
Monetary Value Added
1. Accounting Value
2. Economic Value Added
3. Market Value Added
Non-Monetary Value Added
1. Human Resource Value Added
2. Intellectual Value Added
Customer Satisfaction
1. Price
2. Satisfaction Index
3. Quality
4. Service
Learning & Growth
1. Technology Leadership
2. Research and Development
3. Market Leadership
4. Cost Leadership 152
Concept of Balance Score Card.
153
Competence and Learning perspective.
154
Audit : Compliance & Control
Why Audit ?
What is to be audited ?
2. Process Audit
3 People Audit
4 Knowledge Audit
155
The Audit Committee is created by the Board of Directors
of the Company to assist the Board in maintaining the
integrity of the financial statements and internal controls
of the Company, the qualifications, independence and
performance of the Company’s independent auditor, the
performance of the Company’s internal audit function,
compliance by the Company with legal and regulatory
requirements; prepare the audit committee report that
Securities and Exchange Commission rules require to be
included in the Company’s annual statement.
156
Financial Statements; Disclosure and Other Risk Management
and Compliance Matters
158
With regard to “material” non-listed subsidiary companies
Clause 49 stipulates the at least one independent director of the
holding company to serve on the board of the subsidiary. The
audit committee of the holding company should review the
subsidiary’s financial statements particularly investment plans.
159
Internal Audits :
» Compliance with management controls
» System and process improvements
» Financial impropriety and fraud audits
» Due diligence for acquisitions and investments
160
The areas where Clause 49 stipulates specific corporate
disclosures are: (i) related party transactions;
(ii) accounting treatment;
(iii) risk management procedures;
(iv) proceeds from various kinds of share issues;
(v) remuneration of directors;
(vi) a Management Discussion and Analysis section in the
Annual report discussing different heads of general business
conditions and outlook;
(vii) background and committee memberships of new directors
as well as presentations to analysts. In addition a board
committee with a non-executive chair should address
shareholder/investor grievances.
.
161
The CEO and CFO or their equivalents need to sign off on
the company’s financial statements and disclosures and
accept responsibility for establishing and maintaining
effective internal control systems.
The company is required to provide a separate section of
corporate governance in its annual report with a detailed
compliance report on corporate governance.
162
The system of internal control
An internal control system encompasses the policies, processes,
tasks, behaviors and other aspects of a company that, taken
together: facilitate its effective and efficient operation by
enabling it to respond appropriately to significant business,
operational, financial, compliance and other risks to achieving
the company’s objectives . This includes the safeguarding of
assets from inappropriate use or from loss and fraud, and
ensuring that liabilities are identified and managed; help ensure
the quality of internal and external reporting. This requires the
maintenance of proper records and processes that generate a
flow of timely, relevant and reliable information from within
and outside the organization; help ensure compliance with
applicable laws and regulations, and also internal policies with
respect to the conduct of business.
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