Professional Documents
Culture Documents
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Corporate Governance
• Corporate Governance is the system by which Corporations are direct
and control. It includes the rules and procedures for making decisions
on corporate affairs to ensure success while maintaining the right
balance with the stakeholders’ interest.
• Boards of directors and committees must be:
• Proactive
• Informed
• Investigative
• Accountable
Corporate Governance
Corporate Governance Models:
1) Anglo-American Model
2) German Model
3) Japanese Model
Corporate Governance
1) Anglo-American Model (Anglo – Saxon)
Corporate Governance
2) German Model (Continental System)
Corporate Governance
3) Japanese Model
Corporate Governance Committees
Board of
Directors
Audit Committee
External Audit
Internal Audit
The Audit Committee
• The audit committee’s ‘core’ duties overseeing financial reporting and controls, as
well as external and internal auditors are a substantial undertaking and time
commitment.
• At least one member has to have recent and relevant financial expertise;
the others must be familiar with the issues of accounting and audit.
The Audit Committee
Audit Committee and Firm Value
1) Expert-independence of audit committee (more than 50%) results in positive
firm value.
2) Positive firm value if expert-independent directors have control of board
(more than 50% are expert-independent directors).
3) If a director simultaneously serves on all three important committees (audit,
nominating, and compensation), he/she has a positive impact on the
independence of audit committee.
4) With countries all over the world converging toward an Anglo- Saxon model
of corporate governance, many accept that audit committee can play an
important role to establish confidence in financial markets.
THE INTERNAL AUDITING
Internal Audit
• The Audit Committee is responsible to the board for the oversight on
internal control and risk management systems.
• The mission of internal audit is to enhance and protect organizational
value by providing risk-based and objective, assurance, advice and
insight.
• Internal audit is an independent, objective assurance and consulting
activity designed to add value and improve an organization’s
operations
Internal Audit
• Internal Audit helps an organization and audit committee accomplish
its objectives by bringing a systematic, disciplined approach to
evaluate and improve the effectiveness of risk management, control
and governance processes.
• Part of the audit committee’s role is to review annually the need for
an internal audit function and, where such a function exists, its
effectiveness.
Internal Audit
• The Top Five Ranked Activities currently performed by internal
auditors are:
1) Operational audits.
2) Audits of compliance with regulatory codes.
3) Auditing of financial risks.
4) Investigations of fraud and irregularities.
5) Evaluating effectiveness of control systems.
Internal Audit
• Internal Auditors’ Competencies:
1) Level of Education
2) Academic Major
3) Current Position in the Organization
4) Professional Certifications
5) Professional Experience
6) Continuing Professional Education
Internal Audit
• Internal Auditors’ Competencies:
• Level of Education
• Education is an indicator of competency. Highly educated auditors tend to deal with the
job challenges in a more skillful and competent way than the lesser educated.
• Academic Major
• It is clear that accounting is the most frequently chosen major, this is followed by general
business, then finance.
• Current Position in the Organization
• Many of Internal Auditors are Chief Audit Executives (CAEs)
Internal Audit
• Internal Auditors’ Competencies:
• Professional Certifications
• Certified Internal Auditor (CIA) is the professional certification is the most Frequency,
Then public accountancy certificates such as Certified Public Accountant (CPA), this is
followed by Chartered Accountant (ACA), and Chartered Certified Accountant (ACCA),
Then the information systems auditing certificates such as Certified Information Systems
Auditor (CISA)
• Professional Experience
• Many of the internal auditors have experience in other fields such as accounting,
management, external auditing, finance, IT/ICT, engineering, and others.
• Continuing Professional Education
• The IIA requires practicing CIAs to have on average 40 hours per year of continuing
professional education (CPE).
Internal Audit
• Internal Audit Sourcing:
1) In-house Function
2) Co-source
3) Outsource
Internal Audit
• In-house Source of Internal Audit
Internal Audit
• Co-Source of Internal Audit
Internal Audit
• Outsource of Internal Audit
Internal Audit
• Getting the right balance between core assurance and value creation
audit
• In a business that has an unstable control environment, or is
experiencing significant change or growth, value is often demonstrated
by giving high quality assurance over the effectiveness of core controls.
• Adjusting the balance can see internal audit working alongside
management in a business partnering role.
• This type of role requires careful management to ensure the
responsibilities of the business and the independence of internal audit
do not become blurred.
Internal Audit
• An overview of the potential roles and range of input internal audit
can provide
Internal Audit
• Internal Audit Report:
• The Internal Audit Report to Management (Preferably The CEO)
• The Internal Audit Report to Audit Committee
• It is good practice for internal auditors to prioritize their findings
against agreed standards. This indicates the importance of each audit
recommendation and the urgency of any required action.
• The audit committee should concentrate on gaining assurance that
the organization's risk management, control and governance
arrangements are adequate and effective.
Internal Audit
• Internal Audit Performance Monitoring
Internal Audit
• Internal Audit and Corporation Performance:
1) It assists management to improve internal controls by identifying
weaknesses in systems and provides an opportunity to correct
those weaknesses.
2) It helps a firm to fulfill its objectives and improve the effectiveness
of risk management, control, and governance processes.
3) Improve an organization’s operations.
4) Internal auditors deal with issues that are important to the
continued existence and prosperity of any company.
THE EXTERNAL AUDITING
The External Audit
• Audit committee have an important role in helping boards discharge
their duties by providing independent oversight over external audit.
Compliance Audit
2) Audit Performance
3) Audit Reporting
Audit Phases
1) Audit preparation – Audit preparation consists of everything that is
done in advance by interested parties, such as the auditor, the lead
auditor, the client, and the audit program manager, to ensure that the
audit complies with the client’s objective.
• The preparation stage of an audit begins with the decision to conduct the
audit. Preparation ends when the audit itself begins.
The External Audit
Audit Phases
2) Audit performance – The performance phase of an audit is often
called the fieldwork.
It is the data-gathering portion of the audit and covers the time
period from arrival at the audit location up to the exit meeting.
It consists of activities including on-site audit management, meeting
with the auditee, understanding the process and system controls
and verifying that these controls work, communicating among team
members, and communicating with the auditee.
The External Audit
Audit Phases
3) Audit reporting – The purpose of the audit report is to communicate the
results of the investigation.
• The report should provide correct and clear data that will be effective as a
management aid in addressing important organizational issues.
• The audit process may end when the report is issued by the lead auditor or
after follow-up actions are completed.
The External Audit
Audit Phases
4) Audit follow-up and closure – According to ISO 19011, clause 6.6, “The audit
is completed when all the planned audit activities have been carried out, or
otherwise agreed with the audit client.”
• Clause 6.7 of ISO 19011 continues by stating that verification of follow-up
actions may be part of a subsequent audit.
The External Audit
Top Criteria for External Auditor Selection:
• Understanding of the company’s risks and needs (including strategic
management issues).
• Geographical coverage.
• Perceived value added.
• Experience of sector and existing client list.
• Staff experience and number of planned partner/senior staff hours.
• Proposed fee and value for money considerations.
The External Audit
External Audit and Conflict of Interest:
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