2015 bpp p1 passcards

97
ACCA APPROVED CONTENT PROVIDER ACCA Passcards Paper P1 Governance, Risk and Ethics Passcards for exams up to June 2015

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ACCA Paper P1 Passcards

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Page 1: 2015 bpp p1 passcards

ACCA APPROVED CONTENT PROVIDER

ACCA PasscardsPaper P1Governance Risk and Ethics

Passcards for exams up to June 2015

ACP1PC14indd 1 29052014 1729

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Professional Paper P1Governance Risk and Ethics

(000)ACP1PC14_FP(Ho)qxp 5282014 1238 AM Page i

All rights reserved No part of this publication may bereproduced stored in a retrieval system or transmitted inany form or by any means electronic mechanicalphotocopying recording or otherwise without the priorwritten permission of BPP Learning Media

copyBPP Learning Media Ltd

2014

First edition 2007 Eighth edition June 2014

ISBN 9781 4727 1129 8

e ISBN 9781 4727 1185 4

British Library Cataloguing-in-Publication DataA catalogue record for this book is available from the

British Library

Your learning materials published by BPP LearningMedia Ltd are printed on paper obtained from traceablesustainable sources

Published by

BPP Learning Media LtdBPP House Aldine Place142ndash144 Uxbridge RoadLondon W12 8AA

wwwbppcomlearningmedia

Printed in Singapore by Ho Printing

31 Changi South Street 1Changi South Industrial EstateSingapore486769

(000)ACP1PC14_FP(Ho)qxp 5282014 1238 AM Page ii

Page iii

ContentsPreface

Welcome to BPP Learning Mediarsquos ACCA Passcards for Professional Paper P1 Governance Risk and Ethics

They focus on your exam and save you time

They incorporate diagrams to kick start your memory

They follow the overall structure of the BPP Learning Media Study Texts but BPP Learning Mediarsquos ACCAPasscards are not just a condensed book Each card has been separately designed for clear presentationTopics are self contained and can be grasped visually

ACCA Passcards are just the right size for pockets briefcases and bags

Run through the Passcards as often as you can during your final revision period The day before the exam try togo through the Passcards again You will then be well on your way to passing your exams

Good luck

(000)ACP1PC14_FP(Ho)qxp 5282014 1238 AM Page iii

ContentsPreface

Page

1 Scope of corporate governance 1

2 Approaches to corporate governance 11

3 Corporate governance practice and reporting 21

4 Internal control systems 31

5 Risk attitudes and internal environment 39

6 Risks 47

7 Risk assessment and response 53

8 Information communication and monitoring 61

9 Personal ethics 6910 Professional ethics 75

11 Corporate social responsibility 83

(000)ACP1PC14_FP(Ho)qxp 5282014 1238 AM Page iv

1 Scope of corporate governance

Topic List

Definition

Concepts

Agency

Stakeholders

Main issues

This chapter sets out the foundations of good corporategovernance defining what corporate governance is thekey concepts and the stakeholders whom goodcorporate governance servesYou may need to considerthe conflicting interests of stakeholders and howstakeholders can control managersdirectors We alsosummarise major issues in corporate governance

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Definition Main issuesStakeholdersAgencyConcepts

Corporate governance is the system by which organisations are directed and controlled It is a set ofrelationships between directors shareholders and other stakeholders

Risk managementand reduction

Appropriate controlsystems

Framework topursue strategy

Guards againstmisuse of resources

Spirit of codes Accountability tostakeholders

Corporate governance

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 2

Definition Main issuesStakeholdersAgencyConcepts

1 Scope of corporate governancePage 3

Fairness Take into account all stakeholders with legitimate interestsTransparency Openness disclosure in financial statements press releases websitesIndependence Being free from constraints or influences that would prevent a correct course of

action being takenInnovation Recognise that the needs of businesses and stakeholders can change over timeScepticism NEDs auditors and audit committees should adopt an air of scepticism and an

enquiring mindProbity Truth-tellingnot misleadingResponsibility Management responsible for organisation means of corrective action and

penalising mismanagementAccountability Directors and companies answerable for consequences of actions to shareholders

professionals to values public sector to stakeholders Reputation Jeopardised by poor risk managementcorporate governance ethical behaviour

may impact commerciallyJudgement Taking decisions that enhance organisationrsquos prosperityIntegrity Straightforward dealing honesty and completeness basis of trust

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 3

Definition Main issuesStakeholdersAgencyConcepts

Agency Agency in corporate governanceAgency is acting on behalf of another (principal) indealing with others

Agency costs are the monies and resourcesexpended by principal in monitoring agent

Accountability Fiduciary duty (trust and care) Personal performance Obedience Skill No conflict of interest Confidentiality Handing over benefits

Agentrsquos responsibilities

Directors (agents) run company on behalf ofshareholders (principals)

Agency problem ndash how to prevent directors excessivelyrewarding themselves underperforming

Main solution is to link reward with companyperformance

Profit related pay Shares Share option plans

Transaction costs theoryCompanies seek to keep business dealings in-housemanagers act opportunistically in their own interests

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 4

Definition Main issuesStakeholdersAgencyConcepts

1 Scope of corporate governancePage 5

Stakeholder theoryA broad range of stakeholders have claims on anorganisation StockholderShareholder view thatcompany just responsible to shareholders iswrong as modern corporations are very large andsocialpoliticallegal impact is therefore great

Instrumental view ndash mainly economicresponsibilities with aim of maximising profits

Normative view ndash ethicalphilanthropicresponsibilities as well as economiclegal

StakeholdersStakeholders are groups or individuals whoseinterests can affect or are directly affected by theactivities of a firm or organisation

Stakeholder power mappingLevel of interest

D

Power

Low High

Low

HighC

BA

A minimal effortB keep informed as can influence more powerful stakeholdersC keep satisfiedD strategy must be acceptable

Corporate governance accommodates views Repositioning of stakeholders Identify change blockersfacilitators Assess legitimacyurgency

Results of mapping

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 5

StakeholdersDefinition Main issuesAgencyConcepts

Proximity to organisationInternal ndash employeesmanagement

Connected ndash shareholders customers supplierslenders trade unions competitors

External ndash government local government publicpressure groups opinion leaders

Active and passive stakeholdersActive ndash seek to participate in organisationsactivities (managers shareholders regulatorspressure groups)

Passive ndash donrsquot seek to participate in policy-making(shareholders local communities government)

Primary and secondary stakeholders

Narrow and wide stakeholders

Primary ndash need participation to continue as goingconcern (customers suppliers government)

Secondary ndash their ceasing to participate wonrsquot affectcontinued existence (government managers)

Narrow ndash most affected by organisationrsquos strategy(shareholders employees suppliers major customers)

Wide ndash less affected by organisationrsquos strategy(government less significant customers community)

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 6

1 Scope of corporate governancePage 7

Voluntary and involuntary stakeholdersVoluntary ndash those who of their own choice haveinvolvement with the organisation ndash employeescustomers suppliers shareholders

Involuntary ndash engage with the organisation withoutchoosing to do so ndash neighbours wider public Knowledge of stakeholders

Known ndash Existence known to organisation

Unknown ndash Existence unknown to organisation(wildlife communities affected by suppliers)

Direct ndash stakeholders know effecthow affected by

Indirect ndash unaware of claims or cannot express themdirectly

Legitimacy of stakeholders

Recognition of stakeholders

Legitimate ndash valid claims

Illegitimate ndash invalid claims

Who decides legitimacy Basis

Recognised ndash Managers consider interests and viewswhen deciding strategy

Unrecognised ndash Managers dont consider claims whendeciding strategy

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Definition Main issuesStakeholdersAgencyConcepts

Secretary

Customers

Suppliers

Employees

Executive full-time managers non-executive monitoring

Arranges board meetings plans agenda deals with documents and registers generaladministration reports to chairman

Concerned with impact of board upon position supervise and co-ordinateimplementation of business strategy and risk management provide data for board

Commitment interest in pay and conditions need to implement control systems adoptculture and provide feedback

Pay and working conditions concerned with poor board communication lax risk andcontrol environment can be used to harness employee support

Co-operation needed for just-in-time supply poor payment record leads to creditrestriction and poor service

Increased expectations power to shop elsewhere ability to make views known ethicalrequirements

Directors

Sub-board management

Trade unions

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 8

1 Scope of corporate governancePage 9

Highlight governance and reporting issues independence required to supplyconfidence in information need for audit committee to reinforce position

Establish rules and standards carry out inspections May be enforcement costs orregulatory capture domination of regulator by regulated

Establish overall climate encourage private shareholdings provide subsidiesnationalise poorly performing industries run public sector organisations

Companies raise money investors transfer shares supply data about companyvalue and provide regulatory framework for governance

Can influence prices avoid speculative shares want short-term profits can influencecompanies through meetings and voting able to take direct action if dissatisfied

Hold small numbers of shares in companies trusts and funds Likely to beundiversified and concerned with information asymmetry

Services from public sector aid from charities

Provide funds to charities want them well-spent

External auditors

Regulators

Government

Stock exchanges

Institutional investors

Small investors

RecipientsDonors

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Definition Main issuesStakeholdersAgencyConcepts

Duties of directorsCorporate governance guidelines reinforce legal andfiduciary duties to act in companyrsquos best interestsuse powers for proper purpose avoid conflicts ofinterest and exercise duty of care

Accounting and auditingGreater transparency and reliability of accountsdecreasing investor risks Tougher auditing standardsand requirements for auditors to avoid conflicts ofinterest

Board supervisionNeed for board to meet regularly to consider effectivelyorganisationrsquos activities risks and control systems

Directors remuneration

Corporate social responsibility

Board compositionNeed to avoid domination by single individualsmallgroup of executive directors

Builds on stakeholders debate what responsibilitiesshould organisation and board fulfil

Directors being paid undeserved and excessiveremuneration and bonuses Allegations that directorshave been rewarded for making losses

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2 Approaches to corporate governance

Topic List

Development of guidance

Basis of guidance

Major governance codes

Sarbanes-Oxley

Corporate social responsibility

Public sector governance

In this chapter we summarise the factors that haveinfluenced the ways corporate governance hasdeveloped including the important rules v principlesdebateYou may be asked about these in part (a) of aquestion before you consider specific corporategovernance arrangements later in the question We alsogive details of the major worldwide codes particularlythose that have international impact

Corporate social responsibility is a major topic in thisexam and the themes we cover here and in Chapter 11will occur in many questions

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Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Internationalisation

Governance development

Investor treatment Financial reportingweaknesses

Individual countrycharacteristics

Corporate scandals

Openness Integrity Accountability

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Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

2 Approaches to corporate governancePage 13

Basis ofguidance

Principles-based approachMost corporate governance codes use a principles-based approach with broad guidelines supplemented bylimited specific requirements Encourage companies tocomply or explain

Rules-based approachRules-based approach focuses on regulations andtargets that must be met without any leeway It should beeasy to ascertain compliance but in practice there maybe questionable situations which are not fully covered bythe rules

Fulfil strategic objectives Reinforce governance regulation Minimise risk Promote ethical behaviour Underpin investor confidence Fulfil stakeholder responsibilities Establish management accountability Maintain NEDauditor independence Provide accurate reporting

Encourage owner involvement

Direct behaviour

Key Principles

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Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Insider systemsMost companies listed on stock exchange are controlledby a few individuals for example family companies

Avoids inflexible rules Less burdensome Allows scope for development Comply or explain Emphasis on investor judgement

Advantages of principles

Outsider systemsShareholdings are widely dispersed managerownerseparation

Strong owner-manager linksLonger-term viewDiscrimination v minorityLack of monitoringgovernance

Robust governance regimeHostile takeover threat constrains managementAgency problemShort-term priorities

AdvantagesDisadvantages

Insider Outsider

Principles too broad Lack of consistency Confusion over what is compulsory Companies treat as non-binding Markets dont understand disclosures

Problems with principles

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Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyBasis ofguidance

2 Approaches to corporate governancePage 15

Majorgovernance codes

OECD principles

Shareholderstakeholder rights Equitable treatment of all shareholders Stakeholders rights protected Timelyaccurate disclosure of material matters Board responsible for strategy and monitoring

PrinciplesICGN reportInternational Corporate Governance Network hasprovided practical guidance for boards to operateefficiently and compete for scarce capital

Organisation for Economic Co-operation andDevelopment produced non-binding principles toaddress the interests of global investors Companiesshould work towards achieving principles andprinciples are guidelines for individual countries todevelop own codes

UK Corporate Governance CodeCode derived originally from Cadbury Greenbury andHampel reports supplemented by

Turnbull report ndash risk and internal control Smith report ndash audit committees Higgs report ndash non-executive directors

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Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

The non-audit services auditors can provide aresignificantly restricted and auditors are subject tovarious other rules

Compulsory partner rotation

Retention of audit papers

Quality control standards

Review internal control systems

Sarbanes-OxleyThe Sarbanes-Oxley Act was a response to thecollapse of Enron one of Americas biggest companiesThe Act is more prescriptive than codes in otherjurisdictions impacting on review of controlsdisclosures audits ethics and directorsrsquo share trading

Lack of transparency in accounts Non-executive directors weak Lack of external audit scrutiny Directorsrsquo use of inside information Dishonesty and law-breaking

Weaknesses at Enron

Corporate responsibilityChief executivechief finance officer certify

Appropriateness of accounts

Accounts fairly reflect operations and financialcondition

If accounts have to be restated they forfeit theirbonuses

Auditing requirements

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2 Approaches to corporate governancePage 17

Audit committeesEvery listed company should have an auditcommittee consisting of independent directors withmember(s) with financial expertise Audit committeeshould be responsible for

Appointment compensation and oversight ofauditors

Discussing key accounting policies with auditors Setting up complaints mechanisms

Internal control reports (s404)Annual accounts must contain internal control reportsthat

State management responsibility for controlstructurefinancial reporting procedures

Assess effectiveness of control structurefinancialreporting procedures (with audit report)

State whether code of conduct for senior financialofficers has been adopted

Whistleblowing Off-balance sheet transactionsEmployeesauditors will be granted whistleblowingprotection if they disclose private employerinformation to parties involved in a fraud claim

There should be appropriate disclosure of material off-balance sheet transactions

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Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Carrolls modelFour levels of responsibilities

Economic ndash shareholdersemployeescustomers Legal ndash comply with laws Ethical ndash act in fair and just way Philanthropic ndash generosity to employees

community

Collaboration time-consuming and expensive Culture clashes with certain stakeholders Collaboration on some issues conflict on

others Lack of consensus between different

stakeholders

Problems with stakeholder view

CSR and stakeholdersBusinesses benefit from goodwill and other aspectsof society and therefore owe those particularlyaffected by their activities certain duties in return

Significance of responsibilityLarge businesses in particular face expectations thatthey will act in a socially responsible fashion

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2 Approaches to corporate governancePage 19

Ownership responsibilitiesBy buying shares shareholders buy a responsibility toensure that company is managed efficiently and in waysconsistent with public welfare Responsibilities of institu-tional shareholders have been stressed institutionalshareholders large shareholdings meaning theyshould be actively involved and pressure managers

Shareholders with small holdings arenrsquotinfluential

Shareholders can easily dispose of shares andthis loosens feelings of obligation

Ownership view problems

Objectives

Mission statements

Ethical codes

Governance codes

Stakeholder board representation

Corporate social reporting

Impact of CSR

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Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Public sector Private sector Charitable status NGOsquasi NGOs

Purposes and objectives Public service Profit Relief of povertyresearch etc

As defined by owners

Performance Central regulation Financial reportingstandards

SORP Set outcomes

Ownership Government Partnersshareholders

Donors Government

Stakeholders (including lobby groups)

The public centralgovernmentservice users

Shareholdersregulators taxationauthorities

Service users Governmentlobbying groups

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3 Corporate governance practiceand reporting

Topic List

Role of board

Board membership

Non-executive directors

Directors remuneration

Stakeholder relationships

Reporting

Corporate governance practice is a key area in thissyllabus and you can expect to be asked whether anorganisation is following good practice The role andactivities of the board will be significant elements inmany questions How corporate governance practiceserves the interests of stakeholders will also beimportant

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ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Scope of boards roleThe board should have a formal schedule of mattersreserved to it for decisions Board is also responsiblefor overseeing strategy monitoring risk controlsystems and management and ensuring effectivecommunication

Maximise talent pool Broader range of knowledge Access stakeholder constituencies Greater independence Corporate citizen

Advantages of diversity

Legal responsibilities Avoidance of conflict of interest Time limits on appointments Limits on service contracts Retirement by rotation Insider dealing

Legal and regulatory frameworks

Nomination of directorsNomination committee should oversee appointmentsand make recommendations to the board Needs toconsider

Executivesnon-executives Gaps in current boards skills Expanding board diversity (age gender race

ethnicity education background) Continuity and succession planning

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3 Corporate governance practice and reportingPage 23

CPD and appraisalsAll board members should have training coveringstrategy management legal responsibilities andcompany related issues

There should be annual appraisals of the performanceof the whole board and of individual directors

Performance against objectives Contribution to strategyenvironment Response to problems Considering right matters Communication Effectiveness of board committees Quality of feedback Adequacy of decision-making

Board appraisal

Advantages of multi-tier boards

Supervisorssupervised separationDeters management fraudBetter links with stakeholdersBetter use of non-executive time

Disadvantages of multi-tier boards

Lack of accountabilityDont receive information from managersSupervisory board decision-making restrictedLess effective at questioning managers

Companies in some countries are run by two or moreboards often with supervisorymanagement role split

Multi-tier boards

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ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board membershipCompanies need to consider optimumsize balance of executive and non-executive directors and diversity ofmembership

Division of responsibilitiesNo one individual should have unfettered control Ideally chairman andchief executive should be different people if not there should be a strongindependent element on the board with a recognised senior member

Board committeesBoard committees supervise specificareas doesnt absolve main boardfrom overall responsibilities Keycommittees

Nomination (this chapter)

Audit (Chapter 8)

Remuneration (this chapter)

Risk management (Chapter 5)

Strategic development

Investment analysis

Risk management

Recommendations toboard committees

Control systemsenforcement

Responsibilities of CEO

Running board

Accurate board information

Shareholder communication(Chairmans Statement)

New director induction

Board appraisal

Board development

Signing off accounts

Responsibilities of chairman

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 24

3 Corporate governance practice and reportingPage 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Number of NEDsUSAUK ndash Independent NEDs at least half of boardothers ndash sufficient for views to carry weight

Independence of NEDs No businessfinancialother connection No share optionspensions Appointment for specified term Ability to take independent advice

Advantages of NEDs

External experience and knowledgeWider perspectiveComfort for investorsConfidantenablerBoard members but objective

Disadvantages of NEDs

IndependenceRestricted recruitmentDifficult to impose viewsCanrsquot prevent problemsLimited time

Non-executive directors (NEDs)NEDs have no executive (managerial) responsibilitiesThey should provide balance and help to reduceconflict between executive directors and shareholdersMajority of NEDs should be independent

Role Strategy Scrutiny

Risk management Board personnel

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Service contractsIf service contracts are too long premature terminationmay mean significant payments Service contractsshouldnt be gt12 months normally

Remuneration committeeCommittee of independent NEDs determining

Remuneration policy Specific remuneration packages

PrinciplesUKs Greenbury committee suggests

Directors remuneration set by independent boardmembers

Bonuses related to measurable performanceenhancedlong-term shareholder value

Full transparency in annual accounts

Remuneration statementConsider and disclose

Remuneration policy Arrangements for individual directorsConsider allowing members to vote onremuneration statement in accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 26

3 Corporate governance practice and reportingPage 27

Elements of remuneration packageBasic salary ndash in contract of employment

Performance-related bonuses ndash limited possiblyto maximum of pay shouldnt be given fortransactions or if excessive risks taken

Shares ndash granted on condition cant be sold

Share options ndash purchased at specified exerciseprice encouragement to improve companysperformance and hence share prices options(and shares) to be held for certain length of time

Benefits-in-kind ndash is cost excessive and howcomparable are they with what employees aregiven

Pensions ndash best practice to make only basicsalary pensionable

Need to attract and retain directors Interests of stakeholders Weighting and phasing of different parts of package Directormanager differentials Impact of directormanager resigning Performance measures

Factors affecting remuneration levels

Variety of financialnon-financial measures Focus on current not historic performance Avoid short-termism Reward individual effort

Performance measures

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 27

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Relationships with stakeholdersOECD stresses role of

Employees Creditors Suppliers Investors Government

Position of stakeholders should be

Protected by law Enhanced by participation (eg employees share

ownership profit-sharing arrangements seat onboard)

Relationships with shareholdersDirectors should be required to submit to regular re-election (every yearevery three years) Boards shouldconsider relationships with all shareholders particularlyinstitutional shareholders Annual general meetings nor-mal part of calendar other general meetings discussissues of immediateserious concern

Proxy votingMyners report recommends

Clear agreements between beneficial ownersand investment managers

Stock lending shouldnt happen Electronic voting Poll (including proxies) for all resolutions

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 28

3 Corporate governance practice and reportingPage 29

Annual general meetings

Notice gt 20 daysbefore

Businesspresentation

Question andanswer sessions

Shareholders vote onsubstantiallyseparate issues

Shareholders vote onreport and accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 29

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board composition directors NEDs evaluationof board performance

Committee reports Relations with auditors and shareholders Review of internal controls Going concern Sustainability reporting Business review

Major disclosuresReportingLondon Stock Exchange requires

Narrative statement of how principles in UKCorporate Governance Code have been applied

Statement of compliancedetails of reasons fornon-compliance

Voluntary disclosuresDisclosures above statutorybest practice minimumDisclosures should follow certain principles

Planned process Transparency in disclosures made Consultation with users All relevant information considered Disclosures subject to review

Wider information provision Different forms of information Greater assurance about management Reflect investor interests

Benefits

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 30

4 Internal control systems

Topic List

Control systems

Nature of risks

Control framework

Control limitations

Enterprise risk management

Assessment of systems

In this chapter we look at the key elements of soundcontrol systems The overall environment and ethos oforganisation is as important as the specific proceduresThe risks organisations face should have a significantimpact upon the control frameworks they adoptYou mayneed to assess the effectiveness of control systems andthe difficulties of implementing sound systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 31

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Internal management control

Cybernetic control system

Management planning organising and directing sothat organisational objectives are achievedTurnbull report listed key aims Facilitate effective and efficient operation Ensure quality of reporting Ensure compliance with laws and regulations

Process of control within system

Identification of system objectives Setting targets for system objectives Measuring system achievementsoutputs Comparing achievements with targets Identifying corrective action Implementing corrective action

Embedded in operations Form part of culture Capable of quick response

Characteristics of control systems

Ease of targetachievement

Qualitativequantitativemeasures

Shortlong-termmeasures

Consistency ofmeasures

Managementintervention

Automatic controlmechanisms

Reliance on socialrelationships

Features of control systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 32

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 33

Risk classificationRisks can be classified in various waysFundamental ndash affects society in generalParticular ndash individual in controlSpeculative ndash good or bad consequencesPure ndash only outcomes harmful

Risk and uncertaintyUncertainty means possible outcomes andor chancesof each occurring are unknown

Risk and corporate governanceCorporate governance reports aim to addressshareholder concerns that directors are notachieving adequate returns for risks incurred andprovide mechanisms for controlling directors whoare taking excessive risks Directors responsibilityfor monitoring and disclosing risk management isstressed

Predictability of cash flows Limitation of effects of bad events Increased shareholder confidence Weigh costs

Benefits of risk management

Risk and returnBusinesses have to take some risks to trade(entrepreneurship) Businesses may tolerate higherrisk levels provided they receive higher returns

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 33

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

CONTROL FRAMEWORK

Control activitiesControl environment

Orderly conduct of business Adherence to internal policies and laws Safeguarding assets Preventiondetection of fraud Accuracycompleteness of accounting records Quality of information and reporting

Purposes

Objectives

Natureextent ofrisks

Acceptable risks

Likelihood risksmaterialise

Ability to reducerisks

Costsbenefits ofcontrols

Changes in riskconditions

Control systems and risks

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 34

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 35

Costs gt benefits Human errorFraud Employee collusion

Managementbypass

Designed for routinetransactions

Depend on methodof data processing

LIMITATIONS OF CONTROLS

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 35

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Enterprise risk management (ERM)ERM is framework suggested by COSO for dealingwith risk It is a fundamental process operated atorganisation level that helps staff understand risksresponsibilities and authority levels ERM should

Apply in strategy setting Apply in all areas and over whole organisation Identify events affecting entity Manage risk according to risk appetite Provide reasonable assurance Support organisational objectives

Align risk appetite and strategy Link growth risk and return Choose best risk response Minimise surprises and losses Manage risks over whole organisation Allows organisation to seize opportunities

ERM benefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 36

4 Internal control systemsPage 37

Internal EnvironmentObjective Setting

Event IdentificationRisk AssessmentRisk Response

Control ActivitiesInformation amp Communication

Monitoring

STRATEGIC

OPERATIONS

REPORTING

COMPLIANCE

ENTITY LEVELDIVISION

BUSINESS UNITSUBSIDIARY

COSOs Enterprise Risk Management framework

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 37

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Objectives Risk links Compatibility Control mixHuman

resources

Framework Review Information

ASSESSMENT

Feedback Costsbenefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 38

5 Risk attitudes and internal environment

Topic List

Risk attributes

Stakeholders and risk

Internal environment

Risk management responsibilities

Objective setting

This chapter covers the underlying factors that helpdetermine how organisations respond to the risks theyface These factors include attitudes to risk theenvironment and culture and the organisational structureincluding responsibilities for dealing with risks

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 39

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Emotional satisfaction

Risk-averse or risk-seeking

Riskreturn

Size Structure Development Past experience Focus on avoiding

risk

Organisational influences

Shareholder requirements

Personal views

Risk attributes

National influences Government protection

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 40

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

5 Risk attitudes and internal environment Page 41

RISK

CONCERNS

Dividend impact Capital gain impact Dependent on their risk appetitediversification Threat to repayment Security imposed Threat of other debts Job threats Health and safety worries Ability to take action Losses on sales Unwilling credit suppliers Disruption of relationships Delivery failures Lack of value Poor quality Poor employment policies Adverse impact on the environment

Debt providers

Wider community

Suppliers

Shareholders

Employees

Customers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 41

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Internalcontrol environmentThe control environment is the attitude awareness andactions of management in relation to internal controls providing the background for the operation of other controls

Risk management philosophy Risk appetite Integrity Ethics Organisational environment

Risk environment

Managements philosophy and operating style Control culture Organisational structure Methods of imposing control Integrity ethical values and competence

Elements of internal environment

Clear risk management strategies Culturecode of conductHRMreward systems support

objectives and risk limitation Senior management commitment to competence

integrity and trust Clear authority and responsibility Communication procedures Staff have knowledge skills and tools

Strong internal environment

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 42

5 Risk attitudes and internal environment Page 43

Embedding risk awarenessRisk assessment should evolve into a consistent activityembedded across all processes focus on

Threats to shareholdersstakeholders (future growthopportunitiescore business)

Consistent action-orientated risk assessment

Internal communications programme Training Involvement in risk identification Incentives Key personnel persuasion Infrastructure support

Changing risk culture Definitions and objectives Regulatory requirements Links to strategic decision-making Key areas Risk classification Risk responsibilities Important controls Assurance reporting Training

Risk policy statement

Risk registerFormal collection of risk and response informationRegister lists and prioritises risks and specifiesresponsible individuals and action taken

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 43

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Board

Senior managers

Internal audit

External audit

Line managers

Staff

Determines risk management strategy and monitors overall risks setsand reviews internal control

Build on overall framework specifying risk management methods andco-ordinate responses may staff risk management group

Audit risk management processkey risk area controls

Audit risk areas that impact materially on financial statements

Identify and evaluate risks in their areas use performanceindicators for monitoring implement responses

Follow risk management procedures have good understandingreport dangers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 44

5 Risk attitudes and internal environment Page 45

Risk committeeCommittee of directors separate from auditcommittee responsible for monitoring andsupervising risk identification and management

Can be staffed by executive directors Allows audit committee to concentrate on

financial risks

Risk management personnelRisk specialist ndash consultant called in to advise on particularaspects of risk management

Risk manager ndash employee with specific responsibility fordealing appropriately with risks

Risk management function ndash employees in largerorganisations

Determine risk managementstrategypolicy

Review reports on risk Monitor overall exposure Monitor changes in circumstances Assess effectiveness of RM systems Review statement on internal control

Role of RM committee

Helping determine risk management strategies Champions of risk management Building risk awareness culture Establishing risk policy and structures Developing and reviewing risk management processes Co-ordinating functional responses Preparing report for boardshareholders

Role of RM function

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 45

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

MissionA general objective visionary often unwritten andvery open-ended without any time limit for achievement

Strategic ndash high level goals support mission Operational ndash effectiveness and efficiency Reporting ndash reliability Compliance ndash with applicable laws

COSO model

Profitability Market share Growth Cash flow Customer satisfaction Quality Added value

Corporate objectives

Objective setting and riskStrategic objectives and mission will influence riskmanagement

However businesses should also determine riskappetite (willingness to take risks) and riskstrategy

These in turn should influence business objectivesBusinesses should take a portfolio view of riskslooking at relevant risks over the whole organisation

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 46

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 2: 2015 bpp p1 passcards

Professional Paper P1Governance Risk and Ethics

(000)ACP1PC14_FP(Ho)qxp 5282014 1238 AM Page i

All rights reserved No part of this publication may bereproduced stored in a retrieval system or transmitted inany form or by any means electronic mechanicalphotocopying recording or otherwise without the priorwritten permission of BPP Learning Media

copyBPP Learning Media Ltd

2014

First edition 2007 Eighth edition June 2014

ISBN 9781 4727 1129 8

e ISBN 9781 4727 1185 4

British Library Cataloguing-in-Publication DataA catalogue record for this book is available from the

British Library

Your learning materials published by BPP LearningMedia Ltd are printed on paper obtained from traceablesustainable sources

Published by

BPP Learning Media LtdBPP House Aldine Place142ndash144 Uxbridge RoadLondon W12 8AA

wwwbppcomlearningmedia

Printed in Singapore by Ho Printing

31 Changi South Street 1Changi South Industrial EstateSingapore486769

(000)ACP1PC14_FP(Ho)qxp 5282014 1238 AM Page ii

Page iii

ContentsPreface

Welcome to BPP Learning Mediarsquos ACCA Passcards for Professional Paper P1 Governance Risk and Ethics

They focus on your exam and save you time

They incorporate diagrams to kick start your memory

They follow the overall structure of the BPP Learning Media Study Texts but BPP Learning Mediarsquos ACCAPasscards are not just a condensed book Each card has been separately designed for clear presentationTopics are self contained and can be grasped visually

ACCA Passcards are just the right size for pockets briefcases and bags

Run through the Passcards as often as you can during your final revision period The day before the exam try togo through the Passcards again You will then be well on your way to passing your exams

Good luck

(000)ACP1PC14_FP(Ho)qxp 5282014 1238 AM Page iii

ContentsPreface

Page

1 Scope of corporate governance 1

2 Approaches to corporate governance 11

3 Corporate governance practice and reporting 21

4 Internal control systems 31

5 Risk attitudes and internal environment 39

6 Risks 47

7 Risk assessment and response 53

8 Information communication and monitoring 61

9 Personal ethics 6910 Professional ethics 75

11 Corporate social responsibility 83

(000)ACP1PC14_FP(Ho)qxp 5282014 1238 AM Page iv

1 Scope of corporate governance

Topic List

Definition

Concepts

Agency

Stakeholders

Main issues

This chapter sets out the foundations of good corporategovernance defining what corporate governance is thekey concepts and the stakeholders whom goodcorporate governance servesYou may need to considerthe conflicting interests of stakeholders and howstakeholders can control managersdirectors We alsosummarise major issues in corporate governance

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 1

Definition Main issuesStakeholdersAgencyConcepts

Corporate governance is the system by which organisations are directed and controlled It is a set ofrelationships between directors shareholders and other stakeholders

Risk managementand reduction

Appropriate controlsystems

Framework topursue strategy

Guards againstmisuse of resources

Spirit of codes Accountability tostakeholders

Corporate governance

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 2

Definition Main issuesStakeholdersAgencyConcepts

1 Scope of corporate governancePage 3

Fairness Take into account all stakeholders with legitimate interestsTransparency Openness disclosure in financial statements press releases websitesIndependence Being free from constraints or influences that would prevent a correct course of

action being takenInnovation Recognise that the needs of businesses and stakeholders can change over timeScepticism NEDs auditors and audit committees should adopt an air of scepticism and an

enquiring mindProbity Truth-tellingnot misleadingResponsibility Management responsible for organisation means of corrective action and

penalising mismanagementAccountability Directors and companies answerable for consequences of actions to shareholders

professionals to values public sector to stakeholders Reputation Jeopardised by poor risk managementcorporate governance ethical behaviour

may impact commerciallyJudgement Taking decisions that enhance organisationrsquos prosperityIntegrity Straightforward dealing honesty and completeness basis of trust

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 3

Definition Main issuesStakeholdersAgencyConcepts

Agency Agency in corporate governanceAgency is acting on behalf of another (principal) indealing with others

Agency costs are the monies and resourcesexpended by principal in monitoring agent

Accountability Fiduciary duty (trust and care) Personal performance Obedience Skill No conflict of interest Confidentiality Handing over benefits

Agentrsquos responsibilities

Directors (agents) run company on behalf ofshareholders (principals)

Agency problem ndash how to prevent directors excessivelyrewarding themselves underperforming

Main solution is to link reward with companyperformance

Profit related pay Shares Share option plans

Transaction costs theoryCompanies seek to keep business dealings in-housemanagers act opportunistically in their own interests

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 4

Definition Main issuesStakeholdersAgencyConcepts

1 Scope of corporate governancePage 5

Stakeholder theoryA broad range of stakeholders have claims on anorganisation StockholderShareholder view thatcompany just responsible to shareholders iswrong as modern corporations are very large andsocialpoliticallegal impact is therefore great

Instrumental view ndash mainly economicresponsibilities with aim of maximising profits

Normative view ndash ethicalphilanthropicresponsibilities as well as economiclegal

StakeholdersStakeholders are groups or individuals whoseinterests can affect or are directly affected by theactivities of a firm or organisation

Stakeholder power mappingLevel of interest

D

Power

Low High

Low

HighC

BA

A minimal effortB keep informed as can influence more powerful stakeholdersC keep satisfiedD strategy must be acceptable

Corporate governance accommodates views Repositioning of stakeholders Identify change blockersfacilitators Assess legitimacyurgency

Results of mapping

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 5

StakeholdersDefinition Main issuesAgencyConcepts

Proximity to organisationInternal ndash employeesmanagement

Connected ndash shareholders customers supplierslenders trade unions competitors

External ndash government local government publicpressure groups opinion leaders

Active and passive stakeholdersActive ndash seek to participate in organisationsactivities (managers shareholders regulatorspressure groups)

Passive ndash donrsquot seek to participate in policy-making(shareholders local communities government)

Primary and secondary stakeholders

Narrow and wide stakeholders

Primary ndash need participation to continue as goingconcern (customers suppliers government)

Secondary ndash their ceasing to participate wonrsquot affectcontinued existence (government managers)

Narrow ndash most affected by organisationrsquos strategy(shareholders employees suppliers major customers)

Wide ndash less affected by organisationrsquos strategy(government less significant customers community)

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 6

1 Scope of corporate governancePage 7

Voluntary and involuntary stakeholdersVoluntary ndash those who of their own choice haveinvolvement with the organisation ndash employeescustomers suppliers shareholders

Involuntary ndash engage with the organisation withoutchoosing to do so ndash neighbours wider public Knowledge of stakeholders

Known ndash Existence known to organisation

Unknown ndash Existence unknown to organisation(wildlife communities affected by suppliers)

Direct ndash stakeholders know effecthow affected by

Indirect ndash unaware of claims or cannot express themdirectly

Legitimacy of stakeholders

Recognition of stakeholders

Legitimate ndash valid claims

Illegitimate ndash invalid claims

Who decides legitimacy Basis

Recognised ndash Managers consider interests and viewswhen deciding strategy

Unrecognised ndash Managers dont consider claims whendeciding strategy

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 7

Definition Main issuesStakeholdersAgencyConcepts

Secretary

Customers

Suppliers

Employees

Executive full-time managers non-executive monitoring

Arranges board meetings plans agenda deals with documents and registers generaladministration reports to chairman

Concerned with impact of board upon position supervise and co-ordinateimplementation of business strategy and risk management provide data for board

Commitment interest in pay and conditions need to implement control systems adoptculture and provide feedback

Pay and working conditions concerned with poor board communication lax risk andcontrol environment can be used to harness employee support

Co-operation needed for just-in-time supply poor payment record leads to creditrestriction and poor service

Increased expectations power to shop elsewhere ability to make views known ethicalrequirements

Directors

Sub-board management

Trade unions

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 8

1 Scope of corporate governancePage 9

Highlight governance and reporting issues independence required to supplyconfidence in information need for audit committee to reinforce position

Establish rules and standards carry out inspections May be enforcement costs orregulatory capture domination of regulator by regulated

Establish overall climate encourage private shareholdings provide subsidiesnationalise poorly performing industries run public sector organisations

Companies raise money investors transfer shares supply data about companyvalue and provide regulatory framework for governance

Can influence prices avoid speculative shares want short-term profits can influencecompanies through meetings and voting able to take direct action if dissatisfied

Hold small numbers of shares in companies trusts and funds Likely to beundiversified and concerned with information asymmetry

Services from public sector aid from charities

Provide funds to charities want them well-spent

External auditors

Regulators

Government

Stock exchanges

Institutional investors

Small investors

RecipientsDonors

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 9

Definition Main issuesStakeholdersAgencyConcepts

Duties of directorsCorporate governance guidelines reinforce legal andfiduciary duties to act in companyrsquos best interestsuse powers for proper purpose avoid conflicts ofinterest and exercise duty of care

Accounting and auditingGreater transparency and reliability of accountsdecreasing investor risks Tougher auditing standardsand requirements for auditors to avoid conflicts ofinterest

Board supervisionNeed for board to meet regularly to consider effectivelyorganisationrsquos activities risks and control systems

Directors remuneration

Corporate social responsibility

Board compositionNeed to avoid domination by single individualsmallgroup of executive directors

Builds on stakeholders debate what responsibilitiesshould organisation and board fulfil

Directors being paid undeserved and excessiveremuneration and bonuses Allegations that directorshave been rewarded for making losses

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 10

2 Approaches to corporate governance

Topic List

Development of guidance

Basis of guidance

Major governance codes

Sarbanes-Oxley

Corporate social responsibility

Public sector governance

In this chapter we summarise the factors that haveinfluenced the ways corporate governance hasdeveloped including the important rules v principlesdebateYou may be asked about these in part (a) of aquestion before you consider specific corporategovernance arrangements later in the question We alsogive details of the major worldwide codes particularlythose that have international impact

Corporate social responsibility is a major topic in thisexam and the themes we cover here and in Chapter 11will occur in many questions

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 11

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Internationalisation

Governance development

Investor treatment Financial reportingweaknesses

Individual countrycharacteristics

Corporate scandals

Openness Integrity Accountability

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 12

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

2 Approaches to corporate governancePage 13

Basis ofguidance

Principles-based approachMost corporate governance codes use a principles-based approach with broad guidelines supplemented bylimited specific requirements Encourage companies tocomply or explain

Rules-based approachRules-based approach focuses on regulations andtargets that must be met without any leeway It should beeasy to ascertain compliance but in practice there maybe questionable situations which are not fully covered bythe rules

Fulfil strategic objectives Reinforce governance regulation Minimise risk Promote ethical behaviour Underpin investor confidence Fulfil stakeholder responsibilities Establish management accountability Maintain NEDauditor independence Provide accurate reporting

Encourage owner involvement

Direct behaviour

Key Principles

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 13

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Insider systemsMost companies listed on stock exchange are controlledby a few individuals for example family companies

Avoids inflexible rules Less burdensome Allows scope for development Comply or explain Emphasis on investor judgement

Advantages of principles

Outsider systemsShareholdings are widely dispersed managerownerseparation

Strong owner-manager linksLonger-term viewDiscrimination v minorityLack of monitoringgovernance

Robust governance regimeHostile takeover threat constrains managementAgency problemShort-term priorities

AdvantagesDisadvantages

Insider Outsider

Principles too broad Lack of consistency Confusion over what is compulsory Companies treat as non-binding Markets dont understand disclosures

Problems with principles

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 14

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyBasis ofguidance

2 Approaches to corporate governancePage 15

Majorgovernance codes

OECD principles

Shareholderstakeholder rights Equitable treatment of all shareholders Stakeholders rights protected Timelyaccurate disclosure of material matters Board responsible for strategy and monitoring

PrinciplesICGN reportInternational Corporate Governance Network hasprovided practical guidance for boards to operateefficiently and compete for scarce capital

Organisation for Economic Co-operation andDevelopment produced non-binding principles toaddress the interests of global investors Companiesshould work towards achieving principles andprinciples are guidelines for individual countries todevelop own codes

UK Corporate Governance CodeCode derived originally from Cadbury Greenbury andHampel reports supplemented by

Turnbull report ndash risk and internal control Smith report ndash audit committees Higgs report ndash non-executive directors

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 15

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

The non-audit services auditors can provide aresignificantly restricted and auditors are subject tovarious other rules

Compulsory partner rotation

Retention of audit papers

Quality control standards

Review internal control systems

Sarbanes-OxleyThe Sarbanes-Oxley Act was a response to thecollapse of Enron one of Americas biggest companiesThe Act is more prescriptive than codes in otherjurisdictions impacting on review of controlsdisclosures audits ethics and directorsrsquo share trading

Lack of transparency in accounts Non-executive directors weak Lack of external audit scrutiny Directorsrsquo use of inside information Dishonesty and law-breaking

Weaknesses at Enron

Corporate responsibilityChief executivechief finance officer certify

Appropriateness of accounts

Accounts fairly reflect operations and financialcondition

If accounts have to be restated they forfeit theirbonuses

Auditing requirements

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 16

2 Approaches to corporate governancePage 17

Audit committeesEvery listed company should have an auditcommittee consisting of independent directors withmember(s) with financial expertise Audit committeeshould be responsible for

Appointment compensation and oversight ofauditors

Discussing key accounting policies with auditors Setting up complaints mechanisms

Internal control reports (s404)Annual accounts must contain internal control reportsthat

State management responsibility for controlstructurefinancial reporting procedures

Assess effectiveness of control structurefinancialreporting procedures (with audit report)

State whether code of conduct for senior financialofficers has been adopted

Whistleblowing Off-balance sheet transactionsEmployeesauditors will be granted whistleblowingprotection if they disclose private employerinformation to parties involved in a fraud claim

There should be appropriate disclosure of material off-balance sheet transactions

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 17

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Carrolls modelFour levels of responsibilities

Economic ndash shareholdersemployeescustomers Legal ndash comply with laws Ethical ndash act in fair and just way Philanthropic ndash generosity to employees

community

Collaboration time-consuming and expensive Culture clashes with certain stakeholders Collaboration on some issues conflict on

others Lack of consensus between different

stakeholders

Problems with stakeholder view

CSR and stakeholdersBusinesses benefit from goodwill and other aspectsof society and therefore owe those particularlyaffected by their activities certain duties in return

Significance of responsibilityLarge businesses in particular face expectations thatthey will act in a socially responsible fashion

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 18

2 Approaches to corporate governancePage 19

Ownership responsibilitiesBy buying shares shareholders buy a responsibility toensure that company is managed efficiently and in waysconsistent with public welfare Responsibilities of institu-tional shareholders have been stressed institutionalshareholders large shareholdings meaning theyshould be actively involved and pressure managers

Shareholders with small holdings arenrsquotinfluential

Shareholders can easily dispose of shares andthis loosens feelings of obligation

Ownership view problems

Objectives

Mission statements

Ethical codes

Governance codes

Stakeholder board representation

Corporate social reporting

Impact of CSR

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 19

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Public sector Private sector Charitable status NGOsquasi NGOs

Purposes and objectives Public service Profit Relief of povertyresearch etc

As defined by owners

Performance Central regulation Financial reportingstandards

SORP Set outcomes

Ownership Government Partnersshareholders

Donors Government

Stakeholders (including lobby groups)

The public centralgovernmentservice users

Shareholdersregulators taxationauthorities

Service users Governmentlobbying groups

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 20

3 Corporate governance practiceand reporting

Topic List

Role of board

Board membership

Non-executive directors

Directors remuneration

Stakeholder relationships

Reporting

Corporate governance practice is a key area in thissyllabus and you can expect to be asked whether anorganisation is following good practice The role andactivities of the board will be significant elements inmany questions How corporate governance practiceserves the interests of stakeholders will also beimportant

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 21

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Scope of boards roleThe board should have a formal schedule of mattersreserved to it for decisions Board is also responsiblefor overseeing strategy monitoring risk controlsystems and management and ensuring effectivecommunication

Maximise talent pool Broader range of knowledge Access stakeholder constituencies Greater independence Corporate citizen

Advantages of diversity

Legal responsibilities Avoidance of conflict of interest Time limits on appointments Limits on service contracts Retirement by rotation Insider dealing

Legal and regulatory frameworks

Nomination of directorsNomination committee should oversee appointmentsand make recommendations to the board Needs toconsider

Executivesnon-executives Gaps in current boards skills Expanding board diversity (age gender race

ethnicity education background) Continuity and succession planning

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 22

3 Corporate governance practice and reportingPage 23

CPD and appraisalsAll board members should have training coveringstrategy management legal responsibilities andcompany related issues

There should be annual appraisals of the performanceof the whole board and of individual directors

Performance against objectives Contribution to strategyenvironment Response to problems Considering right matters Communication Effectiveness of board committees Quality of feedback Adequacy of decision-making

Board appraisal

Advantages of multi-tier boards

Supervisorssupervised separationDeters management fraudBetter links with stakeholdersBetter use of non-executive time

Disadvantages of multi-tier boards

Lack of accountabilityDont receive information from managersSupervisory board decision-making restrictedLess effective at questioning managers

Companies in some countries are run by two or moreboards often with supervisorymanagement role split

Multi-tier boards

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 23

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board membershipCompanies need to consider optimumsize balance of executive and non-executive directors and diversity ofmembership

Division of responsibilitiesNo one individual should have unfettered control Ideally chairman andchief executive should be different people if not there should be a strongindependent element on the board with a recognised senior member

Board committeesBoard committees supervise specificareas doesnt absolve main boardfrom overall responsibilities Keycommittees

Nomination (this chapter)

Audit (Chapter 8)

Remuneration (this chapter)

Risk management (Chapter 5)

Strategic development

Investment analysis

Risk management

Recommendations toboard committees

Control systemsenforcement

Responsibilities of CEO

Running board

Accurate board information

Shareholder communication(Chairmans Statement)

New director induction

Board appraisal

Board development

Signing off accounts

Responsibilities of chairman

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 24

3 Corporate governance practice and reportingPage 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Number of NEDsUSAUK ndash Independent NEDs at least half of boardothers ndash sufficient for views to carry weight

Independence of NEDs No businessfinancialother connection No share optionspensions Appointment for specified term Ability to take independent advice

Advantages of NEDs

External experience and knowledgeWider perspectiveComfort for investorsConfidantenablerBoard members but objective

Disadvantages of NEDs

IndependenceRestricted recruitmentDifficult to impose viewsCanrsquot prevent problemsLimited time

Non-executive directors (NEDs)NEDs have no executive (managerial) responsibilitiesThey should provide balance and help to reduceconflict between executive directors and shareholdersMajority of NEDs should be independent

Role Strategy Scrutiny

Risk management Board personnel

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Service contractsIf service contracts are too long premature terminationmay mean significant payments Service contractsshouldnt be gt12 months normally

Remuneration committeeCommittee of independent NEDs determining

Remuneration policy Specific remuneration packages

PrinciplesUKs Greenbury committee suggests

Directors remuneration set by independent boardmembers

Bonuses related to measurable performanceenhancedlong-term shareholder value

Full transparency in annual accounts

Remuneration statementConsider and disclose

Remuneration policy Arrangements for individual directorsConsider allowing members to vote onremuneration statement in accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 26

3 Corporate governance practice and reportingPage 27

Elements of remuneration packageBasic salary ndash in contract of employment

Performance-related bonuses ndash limited possiblyto maximum of pay shouldnt be given fortransactions or if excessive risks taken

Shares ndash granted on condition cant be sold

Share options ndash purchased at specified exerciseprice encouragement to improve companysperformance and hence share prices options(and shares) to be held for certain length of time

Benefits-in-kind ndash is cost excessive and howcomparable are they with what employees aregiven

Pensions ndash best practice to make only basicsalary pensionable

Need to attract and retain directors Interests of stakeholders Weighting and phasing of different parts of package Directormanager differentials Impact of directormanager resigning Performance measures

Factors affecting remuneration levels

Variety of financialnon-financial measures Focus on current not historic performance Avoid short-termism Reward individual effort

Performance measures

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 27

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Relationships with stakeholdersOECD stresses role of

Employees Creditors Suppliers Investors Government

Position of stakeholders should be

Protected by law Enhanced by participation (eg employees share

ownership profit-sharing arrangements seat onboard)

Relationships with shareholdersDirectors should be required to submit to regular re-election (every yearevery three years) Boards shouldconsider relationships with all shareholders particularlyinstitutional shareholders Annual general meetings nor-mal part of calendar other general meetings discussissues of immediateserious concern

Proxy votingMyners report recommends

Clear agreements between beneficial ownersand investment managers

Stock lending shouldnt happen Electronic voting Poll (including proxies) for all resolutions

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 28

3 Corporate governance practice and reportingPage 29

Annual general meetings

Notice gt 20 daysbefore

Businesspresentation

Question andanswer sessions

Shareholders vote onsubstantiallyseparate issues

Shareholders vote onreport and accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 29

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board composition directors NEDs evaluationof board performance

Committee reports Relations with auditors and shareholders Review of internal controls Going concern Sustainability reporting Business review

Major disclosuresReportingLondon Stock Exchange requires

Narrative statement of how principles in UKCorporate Governance Code have been applied

Statement of compliancedetails of reasons fornon-compliance

Voluntary disclosuresDisclosures above statutorybest practice minimumDisclosures should follow certain principles

Planned process Transparency in disclosures made Consultation with users All relevant information considered Disclosures subject to review

Wider information provision Different forms of information Greater assurance about management Reflect investor interests

Benefits

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 30

4 Internal control systems

Topic List

Control systems

Nature of risks

Control framework

Control limitations

Enterprise risk management

Assessment of systems

In this chapter we look at the key elements of soundcontrol systems The overall environment and ethos oforganisation is as important as the specific proceduresThe risks organisations face should have a significantimpact upon the control frameworks they adoptYou mayneed to assess the effectiveness of control systems andthe difficulties of implementing sound systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 31

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Internal management control

Cybernetic control system

Management planning organising and directing sothat organisational objectives are achievedTurnbull report listed key aims Facilitate effective and efficient operation Ensure quality of reporting Ensure compliance with laws and regulations

Process of control within system

Identification of system objectives Setting targets for system objectives Measuring system achievementsoutputs Comparing achievements with targets Identifying corrective action Implementing corrective action

Embedded in operations Form part of culture Capable of quick response

Characteristics of control systems

Ease of targetachievement

Qualitativequantitativemeasures

Shortlong-termmeasures

Consistency ofmeasures

Managementintervention

Automatic controlmechanisms

Reliance on socialrelationships

Features of control systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 32

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 33

Risk classificationRisks can be classified in various waysFundamental ndash affects society in generalParticular ndash individual in controlSpeculative ndash good or bad consequencesPure ndash only outcomes harmful

Risk and uncertaintyUncertainty means possible outcomes andor chancesof each occurring are unknown

Risk and corporate governanceCorporate governance reports aim to addressshareholder concerns that directors are notachieving adequate returns for risks incurred andprovide mechanisms for controlling directors whoare taking excessive risks Directors responsibilityfor monitoring and disclosing risk management isstressed

Predictability of cash flows Limitation of effects of bad events Increased shareholder confidence Weigh costs

Benefits of risk management

Risk and returnBusinesses have to take some risks to trade(entrepreneurship) Businesses may tolerate higherrisk levels provided they receive higher returns

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 33

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

CONTROL FRAMEWORK

Control activitiesControl environment

Orderly conduct of business Adherence to internal policies and laws Safeguarding assets Preventiondetection of fraud Accuracycompleteness of accounting records Quality of information and reporting

Purposes

Objectives

Natureextent ofrisks

Acceptable risks

Likelihood risksmaterialise

Ability to reducerisks

Costsbenefits ofcontrols

Changes in riskconditions

Control systems and risks

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 34

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 35

Costs gt benefits Human errorFraud Employee collusion

Managementbypass

Designed for routinetransactions

Depend on methodof data processing

LIMITATIONS OF CONTROLS

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 35

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Enterprise risk management (ERM)ERM is framework suggested by COSO for dealingwith risk It is a fundamental process operated atorganisation level that helps staff understand risksresponsibilities and authority levels ERM should

Apply in strategy setting Apply in all areas and over whole organisation Identify events affecting entity Manage risk according to risk appetite Provide reasonable assurance Support organisational objectives

Align risk appetite and strategy Link growth risk and return Choose best risk response Minimise surprises and losses Manage risks over whole organisation Allows organisation to seize opportunities

ERM benefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 36

4 Internal control systemsPage 37

Internal EnvironmentObjective Setting

Event IdentificationRisk AssessmentRisk Response

Control ActivitiesInformation amp Communication

Monitoring

STRATEGIC

OPERATIONS

REPORTING

COMPLIANCE

ENTITY LEVELDIVISION

BUSINESS UNITSUBSIDIARY

COSOs Enterprise Risk Management framework

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 37

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Objectives Risk links Compatibility Control mixHuman

resources

Framework Review Information

ASSESSMENT

Feedback Costsbenefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 38

5 Risk attitudes and internal environment

Topic List

Risk attributes

Stakeholders and risk

Internal environment

Risk management responsibilities

Objective setting

This chapter covers the underlying factors that helpdetermine how organisations respond to the risks theyface These factors include attitudes to risk theenvironment and culture and the organisational structureincluding responsibilities for dealing with risks

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 39

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Emotional satisfaction

Risk-averse or risk-seeking

Riskreturn

Size Structure Development Past experience Focus on avoiding

risk

Organisational influences

Shareholder requirements

Personal views

Risk attributes

National influences Government protection

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 40

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

5 Risk attitudes and internal environment Page 41

RISK

CONCERNS

Dividend impact Capital gain impact Dependent on their risk appetitediversification Threat to repayment Security imposed Threat of other debts Job threats Health and safety worries Ability to take action Losses on sales Unwilling credit suppliers Disruption of relationships Delivery failures Lack of value Poor quality Poor employment policies Adverse impact on the environment

Debt providers

Wider community

Suppliers

Shareholders

Employees

Customers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 41

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Internalcontrol environmentThe control environment is the attitude awareness andactions of management in relation to internal controls providing the background for the operation of other controls

Risk management philosophy Risk appetite Integrity Ethics Organisational environment

Risk environment

Managements philosophy and operating style Control culture Organisational structure Methods of imposing control Integrity ethical values and competence

Elements of internal environment

Clear risk management strategies Culturecode of conductHRMreward systems support

objectives and risk limitation Senior management commitment to competence

integrity and trust Clear authority and responsibility Communication procedures Staff have knowledge skills and tools

Strong internal environment

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 42

5 Risk attitudes and internal environment Page 43

Embedding risk awarenessRisk assessment should evolve into a consistent activityembedded across all processes focus on

Threats to shareholdersstakeholders (future growthopportunitiescore business)

Consistent action-orientated risk assessment

Internal communications programme Training Involvement in risk identification Incentives Key personnel persuasion Infrastructure support

Changing risk culture Definitions and objectives Regulatory requirements Links to strategic decision-making Key areas Risk classification Risk responsibilities Important controls Assurance reporting Training

Risk policy statement

Risk registerFormal collection of risk and response informationRegister lists and prioritises risks and specifiesresponsible individuals and action taken

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 43

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Board

Senior managers

Internal audit

External audit

Line managers

Staff

Determines risk management strategy and monitors overall risks setsand reviews internal control

Build on overall framework specifying risk management methods andco-ordinate responses may staff risk management group

Audit risk management processkey risk area controls

Audit risk areas that impact materially on financial statements

Identify and evaluate risks in their areas use performanceindicators for monitoring implement responses

Follow risk management procedures have good understandingreport dangers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 44

5 Risk attitudes and internal environment Page 45

Risk committeeCommittee of directors separate from auditcommittee responsible for monitoring andsupervising risk identification and management

Can be staffed by executive directors Allows audit committee to concentrate on

financial risks

Risk management personnelRisk specialist ndash consultant called in to advise on particularaspects of risk management

Risk manager ndash employee with specific responsibility fordealing appropriately with risks

Risk management function ndash employees in largerorganisations

Determine risk managementstrategypolicy

Review reports on risk Monitor overall exposure Monitor changes in circumstances Assess effectiveness of RM systems Review statement on internal control

Role of RM committee

Helping determine risk management strategies Champions of risk management Building risk awareness culture Establishing risk policy and structures Developing and reviewing risk management processes Co-ordinating functional responses Preparing report for boardshareholders

Role of RM function

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 45

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

MissionA general objective visionary often unwritten andvery open-ended without any time limit for achievement

Strategic ndash high level goals support mission Operational ndash effectiveness and efficiency Reporting ndash reliability Compliance ndash with applicable laws

COSO model

Profitability Market share Growth Cash flow Customer satisfaction Quality Added value

Corporate objectives

Objective setting and riskStrategic objectives and mission will influence riskmanagement

However businesses should also determine riskappetite (willingness to take risks) and riskstrategy

These in turn should influence business objectivesBusinesses should take a portfolio view of riskslooking at relevant risks over the whole organisation

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 46

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 3: 2015 bpp p1 passcards

All rights reserved No part of this publication may bereproduced stored in a retrieval system or transmitted inany form or by any means electronic mechanicalphotocopying recording or otherwise without the priorwritten permission of BPP Learning Media

copyBPP Learning Media Ltd

2014

First edition 2007 Eighth edition June 2014

ISBN 9781 4727 1129 8

e ISBN 9781 4727 1185 4

British Library Cataloguing-in-Publication DataA catalogue record for this book is available from the

British Library

Your learning materials published by BPP LearningMedia Ltd are printed on paper obtained from traceablesustainable sources

Published by

BPP Learning Media LtdBPP House Aldine Place142ndash144 Uxbridge RoadLondon W12 8AA

wwwbppcomlearningmedia

Printed in Singapore by Ho Printing

31 Changi South Street 1Changi South Industrial EstateSingapore486769

(000)ACP1PC14_FP(Ho)qxp 5282014 1238 AM Page ii

Page iii

ContentsPreface

Welcome to BPP Learning Mediarsquos ACCA Passcards for Professional Paper P1 Governance Risk and Ethics

They focus on your exam and save you time

They incorporate diagrams to kick start your memory

They follow the overall structure of the BPP Learning Media Study Texts but BPP Learning Mediarsquos ACCAPasscards are not just a condensed book Each card has been separately designed for clear presentationTopics are self contained and can be grasped visually

ACCA Passcards are just the right size for pockets briefcases and bags

Run through the Passcards as often as you can during your final revision period The day before the exam try togo through the Passcards again You will then be well on your way to passing your exams

Good luck

(000)ACP1PC14_FP(Ho)qxp 5282014 1238 AM Page iii

ContentsPreface

Page

1 Scope of corporate governance 1

2 Approaches to corporate governance 11

3 Corporate governance practice and reporting 21

4 Internal control systems 31

5 Risk attitudes and internal environment 39

6 Risks 47

7 Risk assessment and response 53

8 Information communication and monitoring 61

9 Personal ethics 6910 Professional ethics 75

11 Corporate social responsibility 83

(000)ACP1PC14_FP(Ho)qxp 5282014 1238 AM Page iv

1 Scope of corporate governance

Topic List

Definition

Concepts

Agency

Stakeholders

Main issues

This chapter sets out the foundations of good corporategovernance defining what corporate governance is thekey concepts and the stakeholders whom goodcorporate governance servesYou may need to considerthe conflicting interests of stakeholders and howstakeholders can control managersdirectors We alsosummarise major issues in corporate governance

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 1

Definition Main issuesStakeholdersAgencyConcepts

Corporate governance is the system by which organisations are directed and controlled It is a set ofrelationships between directors shareholders and other stakeholders

Risk managementand reduction

Appropriate controlsystems

Framework topursue strategy

Guards againstmisuse of resources

Spirit of codes Accountability tostakeholders

Corporate governance

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 2

Definition Main issuesStakeholdersAgencyConcepts

1 Scope of corporate governancePage 3

Fairness Take into account all stakeholders with legitimate interestsTransparency Openness disclosure in financial statements press releases websitesIndependence Being free from constraints or influences that would prevent a correct course of

action being takenInnovation Recognise that the needs of businesses and stakeholders can change over timeScepticism NEDs auditors and audit committees should adopt an air of scepticism and an

enquiring mindProbity Truth-tellingnot misleadingResponsibility Management responsible for organisation means of corrective action and

penalising mismanagementAccountability Directors and companies answerable for consequences of actions to shareholders

professionals to values public sector to stakeholders Reputation Jeopardised by poor risk managementcorporate governance ethical behaviour

may impact commerciallyJudgement Taking decisions that enhance organisationrsquos prosperityIntegrity Straightforward dealing honesty and completeness basis of trust

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 3

Definition Main issuesStakeholdersAgencyConcepts

Agency Agency in corporate governanceAgency is acting on behalf of another (principal) indealing with others

Agency costs are the monies and resourcesexpended by principal in monitoring agent

Accountability Fiduciary duty (trust and care) Personal performance Obedience Skill No conflict of interest Confidentiality Handing over benefits

Agentrsquos responsibilities

Directors (agents) run company on behalf ofshareholders (principals)

Agency problem ndash how to prevent directors excessivelyrewarding themselves underperforming

Main solution is to link reward with companyperformance

Profit related pay Shares Share option plans

Transaction costs theoryCompanies seek to keep business dealings in-housemanagers act opportunistically in their own interests

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 4

Definition Main issuesStakeholdersAgencyConcepts

1 Scope of corporate governancePage 5

Stakeholder theoryA broad range of stakeholders have claims on anorganisation StockholderShareholder view thatcompany just responsible to shareholders iswrong as modern corporations are very large andsocialpoliticallegal impact is therefore great

Instrumental view ndash mainly economicresponsibilities with aim of maximising profits

Normative view ndash ethicalphilanthropicresponsibilities as well as economiclegal

StakeholdersStakeholders are groups or individuals whoseinterests can affect or are directly affected by theactivities of a firm or organisation

Stakeholder power mappingLevel of interest

D

Power

Low High

Low

HighC

BA

A minimal effortB keep informed as can influence more powerful stakeholdersC keep satisfiedD strategy must be acceptable

Corporate governance accommodates views Repositioning of stakeholders Identify change blockersfacilitators Assess legitimacyurgency

Results of mapping

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 5

StakeholdersDefinition Main issuesAgencyConcepts

Proximity to organisationInternal ndash employeesmanagement

Connected ndash shareholders customers supplierslenders trade unions competitors

External ndash government local government publicpressure groups opinion leaders

Active and passive stakeholdersActive ndash seek to participate in organisationsactivities (managers shareholders regulatorspressure groups)

Passive ndash donrsquot seek to participate in policy-making(shareholders local communities government)

Primary and secondary stakeholders

Narrow and wide stakeholders

Primary ndash need participation to continue as goingconcern (customers suppliers government)

Secondary ndash their ceasing to participate wonrsquot affectcontinued existence (government managers)

Narrow ndash most affected by organisationrsquos strategy(shareholders employees suppliers major customers)

Wide ndash less affected by organisationrsquos strategy(government less significant customers community)

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 6

1 Scope of corporate governancePage 7

Voluntary and involuntary stakeholdersVoluntary ndash those who of their own choice haveinvolvement with the organisation ndash employeescustomers suppliers shareholders

Involuntary ndash engage with the organisation withoutchoosing to do so ndash neighbours wider public Knowledge of stakeholders

Known ndash Existence known to organisation

Unknown ndash Existence unknown to organisation(wildlife communities affected by suppliers)

Direct ndash stakeholders know effecthow affected by

Indirect ndash unaware of claims or cannot express themdirectly

Legitimacy of stakeholders

Recognition of stakeholders

Legitimate ndash valid claims

Illegitimate ndash invalid claims

Who decides legitimacy Basis

Recognised ndash Managers consider interests and viewswhen deciding strategy

Unrecognised ndash Managers dont consider claims whendeciding strategy

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 7

Definition Main issuesStakeholdersAgencyConcepts

Secretary

Customers

Suppliers

Employees

Executive full-time managers non-executive monitoring

Arranges board meetings plans agenda deals with documents and registers generaladministration reports to chairman

Concerned with impact of board upon position supervise and co-ordinateimplementation of business strategy and risk management provide data for board

Commitment interest in pay and conditions need to implement control systems adoptculture and provide feedback

Pay and working conditions concerned with poor board communication lax risk andcontrol environment can be used to harness employee support

Co-operation needed for just-in-time supply poor payment record leads to creditrestriction and poor service

Increased expectations power to shop elsewhere ability to make views known ethicalrequirements

Directors

Sub-board management

Trade unions

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 8

1 Scope of corporate governancePage 9

Highlight governance and reporting issues independence required to supplyconfidence in information need for audit committee to reinforce position

Establish rules and standards carry out inspections May be enforcement costs orregulatory capture domination of regulator by regulated

Establish overall climate encourage private shareholdings provide subsidiesnationalise poorly performing industries run public sector organisations

Companies raise money investors transfer shares supply data about companyvalue and provide regulatory framework for governance

Can influence prices avoid speculative shares want short-term profits can influencecompanies through meetings and voting able to take direct action if dissatisfied

Hold small numbers of shares in companies trusts and funds Likely to beundiversified and concerned with information asymmetry

Services from public sector aid from charities

Provide funds to charities want them well-spent

External auditors

Regulators

Government

Stock exchanges

Institutional investors

Small investors

RecipientsDonors

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 9

Definition Main issuesStakeholdersAgencyConcepts

Duties of directorsCorporate governance guidelines reinforce legal andfiduciary duties to act in companyrsquos best interestsuse powers for proper purpose avoid conflicts ofinterest and exercise duty of care

Accounting and auditingGreater transparency and reliability of accountsdecreasing investor risks Tougher auditing standardsand requirements for auditors to avoid conflicts ofinterest

Board supervisionNeed for board to meet regularly to consider effectivelyorganisationrsquos activities risks and control systems

Directors remuneration

Corporate social responsibility

Board compositionNeed to avoid domination by single individualsmallgroup of executive directors

Builds on stakeholders debate what responsibilitiesshould organisation and board fulfil

Directors being paid undeserved and excessiveremuneration and bonuses Allegations that directorshave been rewarded for making losses

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 10

2 Approaches to corporate governance

Topic List

Development of guidance

Basis of guidance

Major governance codes

Sarbanes-Oxley

Corporate social responsibility

Public sector governance

In this chapter we summarise the factors that haveinfluenced the ways corporate governance hasdeveloped including the important rules v principlesdebateYou may be asked about these in part (a) of aquestion before you consider specific corporategovernance arrangements later in the question We alsogive details of the major worldwide codes particularlythose that have international impact

Corporate social responsibility is a major topic in thisexam and the themes we cover here and in Chapter 11will occur in many questions

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 11

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Internationalisation

Governance development

Investor treatment Financial reportingweaknesses

Individual countrycharacteristics

Corporate scandals

Openness Integrity Accountability

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 12

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

2 Approaches to corporate governancePage 13

Basis ofguidance

Principles-based approachMost corporate governance codes use a principles-based approach with broad guidelines supplemented bylimited specific requirements Encourage companies tocomply or explain

Rules-based approachRules-based approach focuses on regulations andtargets that must be met without any leeway It should beeasy to ascertain compliance but in practice there maybe questionable situations which are not fully covered bythe rules

Fulfil strategic objectives Reinforce governance regulation Minimise risk Promote ethical behaviour Underpin investor confidence Fulfil stakeholder responsibilities Establish management accountability Maintain NEDauditor independence Provide accurate reporting

Encourage owner involvement

Direct behaviour

Key Principles

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 13

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Insider systemsMost companies listed on stock exchange are controlledby a few individuals for example family companies

Avoids inflexible rules Less burdensome Allows scope for development Comply or explain Emphasis on investor judgement

Advantages of principles

Outsider systemsShareholdings are widely dispersed managerownerseparation

Strong owner-manager linksLonger-term viewDiscrimination v minorityLack of monitoringgovernance

Robust governance regimeHostile takeover threat constrains managementAgency problemShort-term priorities

AdvantagesDisadvantages

Insider Outsider

Principles too broad Lack of consistency Confusion over what is compulsory Companies treat as non-binding Markets dont understand disclosures

Problems with principles

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 14

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyBasis ofguidance

2 Approaches to corporate governancePage 15

Majorgovernance codes

OECD principles

Shareholderstakeholder rights Equitable treatment of all shareholders Stakeholders rights protected Timelyaccurate disclosure of material matters Board responsible for strategy and monitoring

PrinciplesICGN reportInternational Corporate Governance Network hasprovided practical guidance for boards to operateefficiently and compete for scarce capital

Organisation for Economic Co-operation andDevelopment produced non-binding principles toaddress the interests of global investors Companiesshould work towards achieving principles andprinciples are guidelines for individual countries todevelop own codes

UK Corporate Governance CodeCode derived originally from Cadbury Greenbury andHampel reports supplemented by

Turnbull report ndash risk and internal control Smith report ndash audit committees Higgs report ndash non-executive directors

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 15

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

The non-audit services auditors can provide aresignificantly restricted and auditors are subject tovarious other rules

Compulsory partner rotation

Retention of audit papers

Quality control standards

Review internal control systems

Sarbanes-OxleyThe Sarbanes-Oxley Act was a response to thecollapse of Enron one of Americas biggest companiesThe Act is more prescriptive than codes in otherjurisdictions impacting on review of controlsdisclosures audits ethics and directorsrsquo share trading

Lack of transparency in accounts Non-executive directors weak Lack of external audit scrutiny Directorsrsquo use of inside information Dishonesty and law-breaking

Weaknesses at Enron

Corporate responsibilityChief executivechief finance officer certify

Appropriateness of accounts

Accounts fairly reflect operations and financialcondition

If accounts have to be restated they forfeit theirbonuses

Auditing requirements

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 16

2 Approaches to corporate governancePage 17

Audit committeesEvery listed company should have an auditcommittee consisting of independent directors withmember(s) with financial expertise Audit committeeshould be responsible for

Appointment compensation and oversight ofauditors

Discussing key accounting policies with auditors Setting up complaints mechanisms

Internal control reports (s404)Annual accounts must contain internal control reportsthat

State management responsibility for controlstructurefinancial reporting procedures

Assess effectiveness of control structurefinancialreporting procedures (with audit report)

State whether code of conduct for senior financialofficers has been adopted

Whistleblowing Off-balance sheet transactionsEmployeesauditors will be granted whistleblowingprotection if they disclose private employerinformation to parties involved in a fraud claim

There should be appropriate disclosure of material off-balance sheet transactions

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 17

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Carrolls modelFour levels of responsibilities

Economic ndash shareholdersemployeescustomers Legal ndash comply with laws Ethical ndash act in fair and just way Philanthropic ndash generosity to employees

community

Collaboration time-consuming and expensive Culture clashes with certain stakeholders Collaboration on some issues conflict on

others Lack of consensus between different

stakeholders

Problems with stakeholder view

CSR and stakeholdersBusinesses benefit from goodwill and other aspectsof society and therefore owe those particularlyaffected by their activities certain duties in return

Significance of responsibilityLarge businesses in particular face expectations thatthey will act in a socially responsible fashion

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 18

2 Approaches to corporate governancePage 19

Ownership responsibilitiesBy buying shares shareholders buy a responsibility toensure that company is managed efficiently and in waysconsistent with public welfare Responsibilities of institu-tional shareholders have been stressed institutionalshareholders large shareholdings meaning theyshould be actively involved and pressure managers

Shareholders with small holdings arenrsquotinfluential

Shareholders can easily dispose of shares andthis loosens feelings of obligation

Ownership view problems

Objectives

Mission statements

Ethical codes

Governance codes

Stakeholder board representation

Corporate social reporting

Impact of CSR

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 19

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Public sector Private sector Charitable status NGOsquasi NGOs

Purposes and objectives Public service Profit Relief of povertyresearch etc

As defined by owners

Performance Central regulation Financial reportingstandards

SORP Set outcomes

Ownership Government Partnersshareholders

Donors Government

Stakeholders (including lobby groups)

The public centralgovernmentservice users

Shareholdersregulators taxationauthorities

Service users Governmentlobbying groups

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 20

3 Corporate governance practiceand reporting

Topic List

Role of board

Board membership

Non-executive directors

Directors remuneration

Stakeholder relationships

Reporting

Corporate governance practice is a key area in thissyllabus and you can expect to be asked whether anorganisation is following good practice The role andactivities of the board will be significant elements inmany questions How corporate governance practiceserves the interests of stakeholders will also beimportant

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 21

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Scope of boards roleThe board should have a formal schedule of mattersreserved to it for decisions Board is also responsiblefor overseeing strategy monitoring risk controlsystems and management and ensuring effectivecommunication

Maximise talent pool Broader range of knowledge Access stakeholder constituencies Greater independence Corporate citizen

Advantages of diversity

Legal responsibilities Avoidance of conflict of interest Time limits on appointments Limits on service contracts Retirement by rotation Insider dealing

Legal and regulatory frameworks

Nomination of directorsNomination committee should oversee appointmentsand make recommendations to the board Needs toconsider

Executivesnon-executives Gaps in current boards skills Expanding board diversity (age gender race

ethnicity education background) Continuity and succession planning

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 22

3 Corporate governance practice and reportingPage 23

CPD and appraisalsAll board members should have training coveringstrategy management legal responsibilities andcompany related issues

There should be annual appraisals of the performanceof the whole board and of individual directors

Performance against objectives Contribution to strategyenvironment Response to problems Considering right matters Communication Effectiveness of board committees Quality of feedback Adequacy of decision-making

Board appraisal

Advantages of multi-tier boards

Supervisorssupervised separationDeters management fraudBetter links with stakeholdersBetter use of non-executive time

Disadvantages of multi-tier boards

Lack of accountabilityDont receive information from managersSupervisory board decision-making restrictedLess effective at questioning managers

Companies in some countries are run by two or moreboards often with supervisorymanagement role split

Multi-tier boards

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 23

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board membershipCompanies need to consider optimumsize balance of executive and non-executive directors and diversity ofmembership

Division of responsibilitiesNo one individual should have unfettered control Ideally chairman andchief executive should be different people if not there should be a strongindependent element on the board with a recognised senior member

Board committeesBoard committees supervise specificareas doesnt absolve main boardfrom overall responsibilities Keycommittees

Nomination (this chapter)

Audit (Chapter 8)

Remuneration (this chapter)

Risk management (Chapter 5)

Strategic development

Investment analysis

Risk management

Recommendations toboard committees

Control systemsenforcement

Responsibilities of CEO

Running board

Accurate board information

Shareholder communication(Chairmans Statement)

New director induction

Board appraisal

Board development

Signing off accounts

Responsibilities of chairman

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 24

3 Corporate governance practice and reportingPage 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Number of NEDsUSAUK ndash Independent NEDs at least half of boardothers ndash sufficient for views to carry weight

Independence of NEDs No businessfinancialother connection No share optionspensions Appointment for specified term Ability to take independent advice

Advantages of NEDs

External experience and knowledgeWider perspectiveComfort for investorsConfidantenablerBoard members but objective

Disadvantages of NEDs

IndependenceRestricted recruitmentDifficult to impose viewsCanrsquot prevent problemsLimited time

Non-executive directors (NEDs)NEDs have no executive (managerial) responsibilitiesThey should provide balance and help to reduceconflict between executive directors and shareholdersMajority of NEDs should be independent

Role Strategy Scrutiny

Risk management Board personnel

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Service contractsIf service contracts are too long premature terminationmay mean significant payments Service contractsshouldnt be gt12 months normally

Remuneration committeeCommittee of independent NEDs determining

Remuneration policy Specific remuneration packages

PrinciplesUKs Greenbury committee suggests

Directors remuneration set by independent boardmembers

Bonuses related to measurable performanceenhancedlong-term shareholder value

Full transparency in annual accounts

Remuneration statementConsider and disclose

Remuneration policy Arrangements for individual directorsConsider allowing members to vote onremuneration statement in accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 26

3 Corporate governance practice and reportingPage 27

Elements of remuneration packageBasic salary ndash in contract of employment

Performance-related bonuses ndash limited possiblyto maximum of pay shouldnt be given fortransactions or if excessive risks taken

Shares ndash granted on condition cant be sold

Share options ndash purchased at specified exerciseprice encouragement to improve companysperformance and hence share prices options(and shares) to be held for certain length of time

Benefits-in-kind ndash is cost excessive and howcomparable are they with what employees aregiven

Pensions ndash best practice to make only basicsalary pensionable

Need to attract and retain directors Interests of stakeholders Weighting and phasing of different parts of package Directormanager differentials Impact of directormanager resigning Performance measures

Factors affecting remuneration levels

Variety of financialnon-financial measures Focus on current not historic performance Avoid short-termism Reward individual effort

Performance measures

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 27

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Relationships with stakeholdersOECD stresses role of

Employees Creditors Suppliers Investors Government

Position of stakeholders should be

Protected by law Enhanced by participation (eg employees share

ownership profit-sharing arrangements seat onboard)

Relationships with shareholdersDirectors should be required to submit to regular re-election (every yearevery three years) Boards shouldconsider relationships with all shareholders particularlyinstitutional shareholders Annual general meetings nor-mal part of calendar other general meetings discussissues of immediateserious concern

Proxy votingMyners report recommends

Clear agreements between beneficial ownersand investment managers

Stock lending shouldnt happen Electronic voting Poll (including proxies) for all resolutions

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 28

3 Corporate governance practice and reportingPage 29

Annual general meetings

Notice gt 20 daysbefore

Businesspresentation

Question andanswer sessions

Shareholders vote onsubstantiallyseparate issues

Shareholders vote onreport and accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 29

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board composition directors NEDs evaluationof board performance

Committee reports Relations with auditors and shareholders Review of internal controls Going concern Sustainability reporting Business review

Major disclosuresReportingLondon Stock Exchange requires

Narrative statement of how principles in UKCorporate Governance Code have been applied

Statement of compliancedetails of reasons fornon-compliance

Voluntary disclosuresDisclosures above statutorybest practice minimumDisclosures should follow certain principles

Planned process Transparency in disclosures made Consultation with users All relevant information considered Disclosures subject to review

Wider information provision Different forms of information Greater assurance about management Reflect investor interests

Benefits

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 30

4 Internal control systems

Topic List

Control systems

Nature of risks

Control framework

Control limitations

Enterprise risk management

Assessment of systems

In this chapter we look at the key elements of soundcontrol systems The overall environment and ethos oforganisation is as important as the specific proceduresThe risks organisations face should have a significantimpact upon the control frameworks they adoptYou mayneed to assess the effectiveness of control systems andthe difficulties of implementing sound systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 31

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Internal management control

Cybernetic control system

Management planning organising and directing sothat organisational objectives are achievedTurnbull report listed key aims Facilitate effective and efficient operation Ensure quality of reporting Ensure compliance with laws and regulations

Process of control within system

Identification of system objectives Setting targets for system objectives Measuring system achievementsoutputs Comparing achievements with targets Identifying corrective action Implementing corrective action

Embedded in operations Form part of culture Capable of quick response

Characteristics of control systems

Ease of targetachievement

Qualitativequantitativemeasures

Shortlong-termmeasures

Consistency ofmeasures

Managementintervention

Automatic controlmechanisms

Reliance on socialrelationships

Features of control systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 32

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 33

Risk classificationRisks can be classified in various waysFundamental ndash affects society in generalParticular ndash individual in controlSpeculative ndash good or bad consequencesPure ndash only outcomes harmful

Risk and uncertaintyUncertainty means possible outcomes andor chancesof each occurring are unknown

Risk and corporate governanceCorporate governance reports aim to addressshareholder concerns that directors are notachieving adequate returns for risks incurred andprovide mechanisms for controlling directors whoare taking excessive risks Directors responsibilityfor monitoring and disclosing risk management isstressed

Predictability of cash flows Limitation of effects of bad events Increased shareholder confidence Weigh costs

Benefits of risk management

Risk and returnBusinesses have to take some risks to trade(entrepreneurship) Businesses may tolerate higherrisk levels provided they receive higher returns

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 33

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

CONTROL FRAMEWORK

Control activitiesControl environment

Orderly conduct of business Adherence to internal policies and laws Safeguarding assets Preventiondetection of fraud Accuracycompleteness of accounting records Quality of information and reporting

Purposes

Objectives

Natureextent ofrisks

Acceptable risks

Likelihood risksmaterialise

Ability to reducerisks

Costsbenefits ofcontrols

Changes in riskconditions

Control systems and risks

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 34

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 35

Costs gt benefits Human errorFraud Employee collusion

Managementbypass

Designed for routinetransactions

Depend on methodof data processing

LIMITATIONS OF CONTROLS

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 35

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Enterprise risk management (ERM)ERM is framework suggested by COSO for dealingwith risk It is a fundamental process operated atorganisation level that helps staff understand risksresponsibilities and authority levels ERM should

Apply in strategy setting Apply in all areas and over whole organisation Identify events affecting entity Manage risk according to risk appetite Provide reasonable assurance Support organisational objectives

Align risk appetite and strategy Link growth risk and return Choose best risk response Minimise surprises and losses Manage risks over whole organisation Allows organisation to seize opportunities

ERM benefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 36

4 Internal control systemsPage 37

Internal EnvironmentObjective Setting

Event IdentificationRisk AssessmentRisk Response

Control ActivitiesInformation amp Communication

Monitoring

STRATEGIC

OPERATIONS

REPORTING

COMPLIANCE

ENTITY LEVELDIVISION

BUSINESS UNITSUBSIDIARY

COSOs Enterprise Risk Management framework

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 37

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Objectives Risk links Compatibility Control mixHuman

resources

Framework Review Information

ASSESSMENT

Feedback Costsbenefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 38

5 Risk attitudes and internal environment

Topic List

Risk attributes

Stakeholders and risk

Internal environment

Risk management responsibilities

Objective setting

This chapter covers the underlying factors that helpdetermine how organisations respond to the risks theyface These factors include attitudes to risk theenvironment and culture and the organisational structureincluding responsibilities for dealing with risks

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 39

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Emotional satisfaction

Risk-averse or risk-seeking

Riskreturn

Size Structure Development Past experience Focus on avoiding

risk

Organisational influences

Shareholder requirements

Personal views

Risk attributes

National influences Government protection

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 40

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

5 Risk attitudes and internal environment Page 41

RISK

CONCERNS

Dividend impact Capital gain impact Dependent on their risk appetitediversification Threat to repayment Security imposed Threat of other debts Job threats Health and safety worries Ability to take action Losses on sales Unwilling credit suppliers Disruption of relationships Delivery failures Lack of value Poor quality Poor employment policies Adverse impact on the environment

Debt providers

Wider community

Suppliers

Shareholders

Employees

Customers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 41

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Internalcontrol environmentThe control environment is the attitude awareness andactions of management in relation to internal controls providing the background for the operation of other controls

Risk management philosophy Risk appetite Integrity Ethics Organisational environment

Risk environment

Managements philosophy and operating style Control culture Organisational structure Methods of imposing control Integrity ethical values and competence

Elements of internal environment

Clear risk management strategies Culturecode of conductHRMreward systems support

objectives and risk limitation Senior management commitment to competence

integrity and trust Clear authority and responsibility Communication procedures Staff have knowledge skills and tools

Strong internal environment

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 42

5 Risk attitudes and internal environment Page 43

Embedding risk awarenessRisk assessment should evolve into a consistent activityembedded across all processes focus on

Threats to shareholdersstakeholders (future growthopportunitiescore business)

Consistent action-orientated risk assessment

Internal communications programme Training Involvement in risk identification Incentives Key personnel persuasion Infrastructure support

Changing risk culture Definitions and objectives Regulatory requirements Links to strategic decision-making Key areas Risk classification Risk responsibilities Important controls Assurance reporting Training

Risk policy statement

Risk registerFormal collection of risk and response informationRegister lists and prioritises risks and specifiesresponsible individuals and action taken

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 43

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Board

Senior managers

Internal audit

External audit

Line managers

Staff

Determines risk management strategy and monitors overall risks setsand reviews internal control

Build on overall framework specifying risk management methods andco-ordinate responses may staff risk management group

Audit risk management processkey risk area controls

Audit risk areas that impact materially on financial statements

Identify and evaluate risks in their areas use performanceindicators for monitoring implement responses

Follow risk management procedures have good understandingreport dangers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 44

5 Risk attitudes and internal environment Page 45

Risk committeeCommittee of directors separate from auditcommittee responsible for monitoring andsupervising risk identification and management

Can be staffed by executive directors Allows audit committee to concentrate on

financial risks

Risk management personnelRisk specialist ndash consultant called in to advise on particularaspects of risk management

Risk manager ndash employee with specific responsibility fordealing appropriately with risks

Risk management function ndash employees in largerorganisations

Determine risk managementstrategypolicy

Review reports on risk Monitor overall exposure Monitor changes in circumstances Assess effectiveness of RM systems Review statement on internal control

Role of RM committee

Helping determine risk management strategies Champions of risk management Building risk awareness culture Establishing risk policy and structures Developing and reviewing risk management processes Co-ordinating functional responses Preparing report for boardshareholders

Role of RM function

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 45

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

MissionA general objective visionary often unwritten andvery open-ended without any time limit for achievement

Strategic ndash high level goals support mission Operational ndash effectiveness and efficiency Reporting ndash reliability Compliance ndash with applicable laws

COSO model

Profitability Market share Growth Cash flow Customer satisfaction Quality Added value

Corporate objectives

Objective setting and riskStrategic objectives and mission will influence riskmanagement

However businesses should also determine riskappetite (willingness to take risks) and riskstrategy

These in turn should influence business objectivesBusinesses should take a portfolio view of riskslooking at relevant risks over the whole organisation

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 46

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 4: 2015 bpp p1 passcards

Page iii

ContentsPreface

Welcome to BPP Learning Mediarsquos ACCA Passcards for Professional Paper P1 Governance Risk and Ethics

They focus on your exam and save you time

They incorporate diagrams to kick start your memory

They follow the overall structure of the BPP Learning Media Study Texts but BPP Learning Mediarsquos ACCAPasscards are not just a condensed book Each card has been separately designed for clear presentationTopics are self contained and can be grasped visually

ACCA Passcards are just the right size for pockets briefcases and bags

Run through the Passcards as often as you can during your final revision period The day before the exam try togo through the Passcards again You will then be well on your way to passing your exams

Good luck

(000)ACP1PC14_FP(Ho)qxp 5282014 1238 AM Page iii

ContentsPreface

Page

1 Scope of corporate governance 1

2 Approaches to corporate governance 11

3 Corporate governance practice and reporting 21

4 Internal control systems 31

5 Risk attitudes and internal environment 39

6 Risks 47

7 Risk assessment and response 53

8 Information communication and monitoring 61

9 Personal ethics 6910 Professional ethics 75

11 Corporate social responsibility 83

(000)ACP1PC14_FP(Ho)qxp 5282014 1238 AM Page iv

1 Scope of corporate governance

Topic List

Definition

Concepts

Agency

Stakeholders

Main issues

This chapter sets out the foundations of good corporategovernance defining what corporate governance is thekey concepts and the stakeholders whom goodcorporate governance servesYou may need to considerthe conflicting interests of stakeholders and howstakeholders can control managersdirectors We alsosummarise major issues in corporate governance

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 1

Definition Main issuesStakeholdersAgencyConcepts

Corporate governance is the system by which organisations are directed and controlled It is a set ofrelationships between directors shareholders and other stakeholders

Risk managementand reduction

Appropriate controlsystems

Framework topursue strategy

Guards againstmisuse of resources

Spirit of codes Accountability tostakeholders

Corporate governance

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 2

Definition Main issuesStakeholdersAgencyConcepts

1 Scope of corporate governancePage 3

Fairness Take into account all stakeholders with legitimate interestsTransparency Openness disclosure in financial statements press releases websitesIndependence Being free from constraints or influences that would prevent a correct course of

action being takenInnovation Recognise that the needs of businesses and stakeholders can change over timeScepticism NEDs auditors and audit committees should adopt an air of scepticism and an

enquiring mindProbity Truth-tellingnot misleadingResponsibility Management responsible for organisation means of corrective action and

penalising mismanagementAccountability Directors and companies answerable for consequences of actions to shareholders

professionals to values public sector to stakeholders Reputation Jeopardised by poor risk managementcorporate governance ethical behaviour

may impact commerciallyJudgement Taking decisions that enhance organisationrsquos prosperityIntegrity Straightforward dealing honesty and completeness basis of trust

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 3

Definition Main issuesStakeholdersAgencyConcepts

Agency Agency in corporate governanceAgency is acting on behalf of another (principal) indealing with others

Agency costs are the monies and resourcesexpended by principal in monitoring agent

Accountability Fiduciary duty (trust and care) Personal performance Obedience Skill No conflict of interest Confidentiality Handing over benefits

Agentrsquos responsibilities

Directors (agents) run company on behalf ofshareholders (principals)

Agency problem ndash how to prevent directors excessivelyrewarding themselves underperforming

Main solution is to link reward with companyperformance

Profit related pay Shares Share option plans

Transaction costs theoryCompanies seek to keep business dealings in-housemanagers act opportunistically in their own interests

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 4

Definition Main issuesStakeholdersAgencyConcepts

1 Scope of corporate governancePage 5

Stakeholder theoryA broad range of stakeholders have claims on anorganisation StockholderShareholder view thatcompany just responsible to shareholders iswrong as modern corporations are very large andsocialpoliticallegal impact is therefore great

Instrumental view ndash mainly economicresponsibilities with aim of maximising profits

Normative view ndash ethicalphilanthropicresponsibilities as well as economiclegal

StakeholdersStakeholders are groups or individuals whoseinterests can affect or are directly affected by theactivities of a firm or organisation

Stakeholder power mappingLevel of interest

D

Power

Low High

Low

HighC

BA

A minimal effortB keep informed as can influence more powerful stakeholdersC keep satisfiedD strategy must be acceptable

Corporate governance accommodates views Repositioning of stakeholders Identify change blockersfacilitators Assess legitimacyurgency

Results of mapping

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 5

StakeholdersDefinition Main issuesAgencyConcepts

Proximity to organisationInternal ndash employeesmanagement

Connected ndash shareholders customers supplierslenders trade unions competitors

External ndash government local government publicpressure groups opinion leaders

Active and passive stakeholdersActive ndash seek to participate in organisationsactivities (managers shareholders regulatorspressure groups)

Passive ndash donrsquot seek to participate in policy-making(shareholders local communities government)

Primary and secondary stakeholders

Narrow and wide stakeholders

Primary ndash need participation to continue as goingconcern (customers suppliers government)

Secondary ndash their ceasing to participate wonrsquot affectcontinued existence (government managers)

Narrow ndash most affected by organisationrsquos strategy(shareholders employees suppliers major customers)

Wide ndash less affected by organisationrsquos strategy(government less significant customers community)

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 6

1 Scope of corporate governancePage 7

Voluntary and involuntary stakeholdersVoluntary ndash those who of their own choice haveinvolvement with the organisation ndash employeescustomers suppliers shareholders

Involuntary ndash engage with the organisation withoutchoosing to do so ndash neighbours wider public Knowledge of stakeholders

Known ndash Existence known to organisation

Unknown ndash Existence unknown to organisation(wildlife communities affected by suppliers)

Direct ndash stakeholders know effecthow affected by

Indirect ndash unaware of claims or cannot express themdirectly

Legitimacy of stakeholders

Recognition of stakeholders

Legitimate ndash valid claims

Illegitimate ndash invalid claims

Who decides legitimacy Basis

Recognised ndash Managers consider interests and viewswhen deciding strategy

Unrecognised ndash Managers dont consider claims whendeciding strategy

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 7

Definition Main issuesStakeholdersAgencyConcepts

Secretary

Customers

Suppliers

Employees

Executive full-time managers non-executive monitoring

Arranges board meetings plans agenda deals with documents and registers generaladministration reports to chairman

Concerned with impact of board upon position supervise and co-ordinateimplementation of business strategy and risk management provide data for board

Commitment interest in pay and conditions need to implement control systems adoptculture and provide feedback

Pay and working conditions concerned with poor board communication lax risk andcontrol environment can be used to harness employee support

Co-operation needed for just-in-time supply poor payment record leads to creditrestriction and poor service

Increased expectations power to shop elsewhere ability to make views known ethicalrequirements

Directors

Sub-board management

Trade unions

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 8

1 Scope of corporate governancePage 9

Highlight governance and reporting issues independence required to supplyconfidence in information need for audit committee to reinforce position

Establish rules and standards carry out inspections May be enforcement costs orregulatory capture domination of regulator by regulated

Establish overall climate encourage private shareholdings provide subsidiesnationalise poorly performing industries run public sector organisations

Companies raise money investors transfer shares supply data about companyvalue and provide regulatory framework for governance

Can influence prices avoid speculative shares want short-term profits can influencecompanies through meetings and voting able to take direct action if dissatisfied

Hold small numbers of shares in companies trusts and funds Likely to beundiversified and concerned with information asymmetry

Services from public sector aid from charities

Provide funds to charities want them well-spent

External auditors

Regulators

Government

Stock exchanges

Institutional investors

Small investors

RecipientsDonors

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 9

Definition Main issuesStakeholdersAgencyConcepts

Duties of directorsCorporate governance guidelines reinforce legal andfiduciary duties to act in companyrsquos best interestsuse powers for proper purpose avoid conflicts ofinterest and exercise duty of care

Accounting and auditingGreater transparency and reliability of accountsdecreasing investor risks Tougher auditing standardsand requirements for auditors to avoid conflicts ofinterest

Board supervisionNeed for board to meet regularly to consider effectivelyorganisationrsquos activities risks and control systems

Directors remuneration

Corporate social responsibility

Board compositionNeed to avoid domination by single individualsmallgroup of executive directors

Builds on stakeholders debate what responsibilitiesshould organisation and board fulfil

Directors being paid undeserved and excessiveremuneration and bonuses Allegations that directorshave been rewarded for making losses

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 10

2 Approaches to corporate governance

Topic List

Development of guidance

Basis of guidance

Major governance codes

Sarbanes-Oxley

Corporate social responsibility

Public sector governance

In this chapter we summarise the factors that haveinfluenced the ways corporate governance hasdeveloped including the important rules v principlesdebateYou may be asked about these in part (a) of aquestion before you consider specific corporategovernance arrangements later in the question We alsogive details of the major worldwide codes particularlythose that have international impact

Corporate social responsibility is a major topic in thisexam and the themes we cover here and in Chapter 11will occur in many questions

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 11

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Internationalisation

Governance development

Investor treatment Financial reportingweaknesses

Individual countrycharacteristics

Corporate scandals

Openness Integrity Accountability

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 12

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

2 Approaches to corporate governancePage 13

Basis ofguidance

Principles-based approachMost corporate governance codes use a principles-based approach with broad guidelines supplemented bylimited specific requirements Encourage companies tocomply or explain

Rules-based approachRules-based approach focuses on regulations andtargets that must be met without any leeway It should beeasy to ascertain compliance but in practice there maybe questionable situations which are not fully covered bythe rules

Fulfil strategic objectives Reinforce governance regulation Minimise risk Promote ethical behaviour Underpin investor confidence Fulfil stakeholder responsibilities Establish management accountability Maintain NEDauditor independence Provide accurate reporting

Encourage owner involvement

Direct behaviour

Key Principles

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 13

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Insider systemsMost companies listed on stock exchange are controlledby a few individuals for example family companies

Avoids inflexible rules Less burdensome Allows scope for development Comply or explain Emphasis on investor judgement

Advantages of principles

Outsider systemsShareholdings are widely dispersed managerownerseparation

Strong owner-manager linksLonger-term viewDiscrimination v minorityLack of monitoringgovernance

Robust governance regimeHostile takeover threat constrains managementAgency problemShort-term priorities

AdvantagesDisadvantages

Insider Outsider

Principles too broad Lack of consistency Confusion over what is compulsory Companies treat as non-binding Markets dont understand disclosures

Problems with principles

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 14

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyBasis ofguidance

2 Approaches to corporate governancePage 15

Majorgovernance codes

OECD principles

Shareholderstakeholder rights Equitable treatment of all shareholders Stakeholders rights protected Timelyaccurate disclosure of material matters Board responsible for strategy and monitoring

PrinciplesICGN reportInternational Corporate Governance Network hasprovided practical guidance for boards to operateefficiently and compete for scarce capital

Organisation for Economic Co-operation andDevelopment produced non-binding principles toaddress the interests of global investors Companiesshould work towards achieving principles andprinciples are guidelines for individual countries todevelop own codes

UK Corporate Governance CodeCode derived originally from Cadbury Greenbury andHampel reports supplemented by

Turnbull report ndash risk and internal control Smith report ndash audit committees Higgs report ndash non-executive directors

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 15

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

The non-audit services auditors can provide aresignificantly restricted and auditors are subject tovarious other rules

Compulsory partner rotation

Retention of audit papers

Quality control standards

Review internal control systems

Sarbanes-OxleyThe Sarbanes-Oxley Act was a response to thecollapse of Enron one of Americas biggest companiesThe Act is more prescriptive than codes in otherjurisdictions impacting on review of controlsdisclosures audits ethics and directorsrsquo share trading

Lack of transparency in accounts Non-executive directors weak Lack of external audit scrutiny Directorsrsquo use of inside information Dishonesty and law-breaking

Weaknesses at Enron

Corporate responsibilityChief executivechief finance officer certify

Appropriateness of accounts

Accounts fairly reflect operations and financialcondition

If accounts have to be restated they forfeit theirbonuses

Auditing requirements

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 16

2 Approaches to corporate governancePage 17

Audit committeesEvery listed company should have an auditcommittee consisting of independent directors withmember(s) with financial expertise Audit committeeshould be responsible for

Appointment compensation and oversight ofauditors

Discussing key accounting policies with auditors Setting up complaints mechanisms

Internal control reports (s404)Annual accounts must contain internal control reportsthat

State management responsibility for controlstructurefinancial reporting procedures

Assess effectiveness of control structurefinancialreporting procedures (with audit report)

State whether code of conduct for senior financialofficers has been adopted

Whistleblowing Off-balance sheet transactionsEmployeesauditors will be granted whistleblowingprotection if they disclose private employerinformation to parties involved in a fraud claim

There should be appropriate disclosure of material off-balance sheet transactions

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 17

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Carrolls modelFour levels of responsibilities

Economic ndash shareholdersemployeescustomers Legal ndash comply with laws Ethical ndash act in fair and just way Philanthropic ndash generosity to employees

community

Collaboration time-consuming and expensive Culture clashes with certain stakeholders Collaboration on some issues conflict on

others Lack of consensus between different

stakeholders

Problems with stakeholder view

CSR and stakeholdersBusinesses benefit from goodwill and other aspectsof society and therefore owe those particularlyaffected by their activities certain duties in return

Significance of responsibilityLarge businesses in particular face expectations thatthey will act in a socially responsible fashion

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 18

2 Approaches to corporate governancePage 19

Ownership responsibilitiesBy buying shares shareholders buy a responsibility toensure that company is managed efficiently and in waysconsistent with public welfare Responsibilities of institu-tional shareholders have been stressed institutionalshareholders large shareholdings meaning theyshould be actively involved and pressure managers

Shareholders with small holdings arenrsquotinfluential

Shareholders can easily dispose of shares andthis loosens feelings of obligation

Ownership view problems

Objectives

Mission statements

Ethical codes

Governance codes

Stakeholder board representation

Corporate social reporting

Impact of CSR

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 19

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Public sector Private sector Charitable status NGOsquasi NGOs

Purposes and objectives Public service Profit Relief of povertyresearch etc

As defined by owners

Performance Central regulation Financial reportingstandards

SORP Set outcomes

Ownership Government Partnersshareholders

Donors Government

Stakeholders (including lobby groups)

The public centralgovernmentservice users

Shareholdersregulators taxationauthorities

Service users Governmentlobbying groups

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 20

3 Corporate governance practiceand reporting

Topic List

Role of board

Board membership

Non-executive directors

Directors remuneration

Stakeholder relationships

Reporting

Corporate governance practice is a key area in thissyllabus and you can expect to be asked whether anorganisation is following good practice The role andactivities of the board will be significant elements inmany questions How corporate governance practiceserves the interests of stakeholders will also beimportant

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 21

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Scope of boards roleThe board should have a formal schedule of mattersreserved to it for decisions Board is also responsiblefor overseeing strategy monitoring risk controlsystems and management and ensuring effectivecommunication

Maximise talent pool Broader range of knowledge Access stakeholder constituencies Greater independence Corporate citizen

Advantages of diversity

Legal responsibilities Avoidance of conflict of interest Time limits on appointments Limits on service contracts Retirement by rotation Insider dealing

Legal and regulatory frameworks

Nomination of directorsNomination committee should oversee appointmentsand make recommendations to the board Needs toconsider

Executivesnon-executives Gaps in current boards skills Expanding board diversity (age gender race

ethnicity education background) Continuity and succession planning

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 22

3 Corporate governance practice and reportingPage 23

CPD and appraisalsAll board members should have training coveringstrategy management legal responsibilities andcompany related issues

There should be annual appraisals of the performanceof the whole board and of individual directors

Performance against objectives Contribution to strategyenvironment Response to problems Considering right matters Communication Effectiveness of board committees Quality of feedback Adequacy of decision-making

Board appraisal

Advantages of multi-tier boards

Supervisorssupervised separationDeters management fraudBetter links with stakeholdersBetter use of non-executive time

Disadvantages of multi-tier boards

Lack of accountabilityDont receive information from managersSupervisory board decision-making restrictedLess effective at questioning managers

Companies in some countries are run by two or moreboards often with supervisorymanagement role split

Multi-tier boards

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 23

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board membershipCompanies need to consider optimumsize balance of executive and non-executive directors and diversity ofmembership

Division of responsibilitiesNo one individual should have unfettered control Ideally chairman andchief executive should be different people if not there should be a strongindependent element on the board with a recognised senior member

Board committeesBoard committees supervise specificareas doesnt absolve main boardfrom overall responsibilities Keycommittees

Nomination (this chapter)

Audit (Chapter 8)

Remuneration (this chapter)

Risk management (Chapter 5)

Strategic development

Investment analysis

Risk management

Recommendations toboard committees

Control systemsenforcement

Responsibilities of CEO

Running board

Accurate board information

Shareholder communication(Chairmans Statement)

New director induction

Board appraisal

Board development

Signing off accounts

Responsibilities of chairman

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 24

3 Corporate governance practice and reportingPage 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Number of NEDsUSAUK ndash Independent NEDs at least half of boardothers ndash sufficient for views to carry weight

Independence of NEDs No businessfinancialother connection No share optionspensions Appointment for specified term Ability to take independent advice

Advantages of NEDs

External experience and knowledgeWider perspectiveComfort for investorsConfidantenablerBoard members but objective

Disadvantages of NEDs

IndependenceRestricted recruitmentDifficult to impose viewsCanrsquot prevent problemsLimited time

Non-executive directors (NEDs)NEDs have no executive (managerial) responsibilitiesThey should provide balance and help to reduceconflict between executive directors and shareholdersMajority of NEDs should be independent

Role Strategy Scrutiny

Risk management Board personnel

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Service contractsIf service contracts are too long premature terminationmay mean significant payments Service contractsshouldnt be gt12 months normally

Remuneration committeeCommittee of independent NEDs determining

Remuneration policy Specific remuneration packages

PrinciplesUKs Greenbury committee suggests

Directors remuneration set by independent boardmembers

Bonuses related to measurable performanceenhancedlong-term shareholder value

Full transparency in annual accounts

Remuneration statementConsider and disclose

Remuneration policy Arrangements for individual directorsConsider allowing members to vote onremuneration statement in accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 26

3 Corporate governance practice and reportingPage 27

Elements of remuneration packageBasic salary ndash in contract of employment

Performance-related bonuses ndash limited possiblyto maximum of pay shouldnt be given fortransactions or if excessive risks taken

Shares ndash granted on condition cant be sold

Share options ndash purchased at specified exerciseprice encouragement to improve companysperformance and hence share prices options(and shares) to be held for certain length of time

Benefits-in-kind ndash is cost excessive and howcomparable are they with what employees aregiven

Pensions ndash best practice to make only basicsalary pensionable

Need to attract and retain directors Interests of stakeholders Weighting and phasing of different parts of package Directormanager differentials Impact of directormanager resigning Performance measures

Factors affecting remuneration levels

Variety of financialnon-financial measures Focus on current not historic performance Avoid short-termism Reward individual effort

Performance measures

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 27

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Relationships with stakeholdersOECD stresses role of

Employees Creditors Suppliers Investors Government

Position of stakeholders should be

Protected by law Enhanced by participation (eg employees share

ownership profit-sharing arrangements seat onboard)

Relationships with shareholdersDirectors should be required to submit to regular re-election (every yearevery three years) Boards shouldconsider relationships with all shareholders particularlyinstitutional shareholders Annual general meetings nor-mal part of calendar other general meetings discussissues of immediateserious concern

Proxy votingMyners report recommends

Clear agreements between beneficial ownersand investment managers

Stock lending shouldnt happen Electronic voting Poll (including proxies) for all resolutions

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 28

3 Corporate governance practice and reportingPage 29

Annual general meetings

Notice gt 20 daysbefore

Businesspresentation

Question andanswer sessions

Shareholders vote onsubstantiallyseparate issues

Shareholders vote onreport and accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 29

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board composition directors NEDs evaluationof board performance

Committee reports Relations with auditors and shareholders Review of internal controls Going concern Sustainability reporting Business review

Major disclosuresReportingLondon Stock Exchange requires

Narrative statement of how principles in UKCorporate Governance Code have been applied

Statement of compliancedetails of reasons fornon-compliance

Voluntary disclosuresDisclosures above statutorybest practice minimumDisclosures should follow certain principles

Planned process Transparency in disclosures made Consultation with users All relevant information considered Disclosures subject to review

Wider information provision Different forms of information Greater assurance about management Reflect investor interests

Benefits

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 30

4 Internal control systems

Topic List

Control systems

Nature of risks

Control framework

Control limitations

Enterprise risk management

Assessment of systems

In this chapter we look at the key elements of soundcontrol systems The overall environment and ethos oforganisation is as important as the specific proceduresThe risks organisations face should have a significantimpact upon the control frameworks they adoptYou mayneed to assess the effectiveness of control systems andthe difficulties of implementing sound systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 31

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Internal management control

Cybernetic control system

Management planning organising and directing sothat organisational objectives are achievedTurnbull report listed key aims Facilitate effective and efficient operation Ensure quality of reporting Ensure compliance with laws and regulations

Process of control within system

Identification of system objectives Setting targets for system objectives Measuring system achievementsoutputs Comparing achievements with targets Identifying corrective action Implementing corrective action

Embedded in operations Form part of culture Capable of quick response

Characteristics of control systems

Ease of targetachievement

Qualitativequantitativemeasures

Shortlong-termmeasures

Consistency ofmeasures

Managementintervention

Automatic controlmechanisms

Reliance on socialrelationships

Features of control systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 32

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 33

Risk classificationRisks can be classified in various waysFundamental ndash affects society in generalParticular ndash individual in controlSpeculative ndash good or bad consequencesPure ndash only outcomes harmful

Risk and uncertaintyUncertainty means possible outcomes andor chancesof each occurring are unknown

Risk and corporate governanceCorporate governance reports aim to addressshareholder concerns that directors are notachieving adequate returns for risks incurred andprovide mechanisms for controlling directors whoare taking excessive risks Directors responsibilityfor monitoring and disclosing risk management isstressed

Predictability of cash flows Limitation of effects of bad events Increased shareholder confidence Weigh costs

Benefits of risk management

Risk and returnBusinesses have to take some risks to trade(entrepreneurship) Businesses may tolerate higherrisk levels provided they receive higher returns

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 33

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

CONTROL FRAMEWORK

Control activitiesControl environment

Orderly conduct of business Adherence to internal policies and laws Safeguarding assets Preventiondetection of fraud Accuracycompleteness of accounting records Quality of information and reporting

Purposes

Objectives

Natureextent ofrisks

Acceptable risks

Likelihood risksmaterialise

Ability to reducerisks

Costsbenefits ofcontrols

Changes in riskconditions

Control systems and risks

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 34

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 35

Costs gt benefits Human errorFraud Employee collusion

Managementbypass

Designed for routinetransactions

Depend on methodof data processing

LIMITATIONS OF CONTROLS

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 35

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Enterprise risk management (ERM)ERM is framework suggested by COSO for dealingwith risk It is a fundamental process operated atorganisation level that helps staff understand risksresponsibilities and authority levels ERM should

Apply in strategy setting Apply in all areas and over whole organisation Identify events affecting entity Manage risk according to risk appetite Provide reasonable assurance Support organisational objectives

Align risk appetite and strategy Link growth risk and return Choose best risk response Minimise surprises and losses Manage risks over whole organisation Allows organisation to seize opportunities

ERM benefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 36

4 Internal control systemsPage 37

Internal EnvironmentObjective Setting

Event IdentificationRisk AssessmentRisk Response

Control ActivitiesInformation amp Communication

Monitoring

STRATEGIC

OPERATIONS

REPORTING

COMPLIANCE

ENTITY LEVELDIVISION

BUSINESS UNITSUBSIDIARY

COSOs Enterprise Risk Management framework

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 37

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Objectives Risk links Compatibility Control mixHuman

resources

Framework Review Information

ASSESSMENT

Feedback Costsbenefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 38

5 Risk attitudes and internal environment

Topic List

Risk attributes

Stakeholders and risk

Internal environment

Risk management responsibilities

Objective setting

This chapter covers the underlying factors that helpdetermine how organisations respond to the risks theyface These factors include attitudes to risk theenvironment and culture and the organisational structureincluding responsibilities for dealing with risks

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 39

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Emotional satisfaction

Risk-averse or risk-seeking

Riskreturn

Size Structure Development Past experience Focus on avoiding

risk

Organisational influences

Shareholder requirements

Personal views

Risk attributes

National influences Government protection

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 40

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

5 Risk attitudes and internal environment Page 41

RISK

CONCERNS

Dividend impact Capital gain impact Dependent on their risk appetitediversification Threat to repayment Security imposed Threat of other debts Job threats Health and safety worries Ability to take action Losses on sales Unwilling credit suppliers Disruption of relationships Delivery failures Lack of value Poor quality Poor employment policies Adverse impact on the environment

Debt providers

Wider community

Suppliers

Shareholders

Employees

Customers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 41

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Internalcontrol environmentThe control environment is the attitude awareness andactions of management in relation to internal controls providing the background for the operation of other controls

Risk management philosophy Risk appetite Integrity Ethics Organisational environment

Risk environment

Managements philosophy and operating style Control culture Organisational structure Methods of imposing control Integrity ethical values and competence

Elements of internal environment

Clear risk management strategies Culturecode of conductHRMreward systems support

objectives and risk limitation Senior management commitment to competence

integrity and trust Clear authority and responsibility Communication procedures Staff have knowledge skills and tools

Strong internal environment

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 42

5 Risk attitudes and internal environment Page 43

Embedding risk awarenessRisk assessment should evolve into a consistent activityembedded across all processes focus on

Threats to shareholdersstakeholders (future growthopportunitiescore business)

Consistent action-orientated risk assessment

Internal communications programme Training Involvement in risk identification Incentives Key personnel persuasion Infrastructure support

Changing risk culture Definitions and objectives Regulatory requirements Links to strategic decision-making Key areas Risk classification Risk responsibilities Important controls Assurance reporting Training

Risk policy statement

Risk registerFormal collection of risk and response informationRegister lists and prioritises risks and specifiesresponsible individuals and action taken

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 43

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Board

Senior managers

Internal audit

External audit

Line managers

Staff

Determines risk management strategy and monitors overall risks setsand reviews internal control

Build on overall framework specifying risk management methods andco-ordinate responses may staff risk management group

Audit risk management processkey risk area controls

Audit risk areas that impact materially on financial statements

Identify and evaluate risks in their areas use performanceindicators for monitoring implement responses

Follow risk management procedures have good understandingreport dangers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 44

5 Risk attitudes and internal environment Page 45

Risk committeeCommittee of directors separate from auditcommittee responsible for monitoring andsupervising risk identification and management

Can be staffed by executive directors Allows audit committee to concentrate on

financial risks

Risk management personnelRisk specialist ndash consultant called in to advise on particularaspects of risk management

Risk manager ndash employee with specific responsibility fordealing appropriately with risks

Risk management function ndash employees in largerorganisations

Determine risk managementstrategypolicy

Review reports on risk Monitor overall exposure Monitor changes in circumstances Assess effectiveness of RM systems Review statement on internal control

Role of RM committee

Helping determine risk management strategies Champions of risk management Building risk awareness culture Establishing risk policy and structures Developing and reviewing risk management processes Co-ordinating functional responses Preparing report for boardshareholders

Role of RM function

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 45

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

MissionA general objective visionary often unwritten andvery open-ended without any time limit for achievement

Strategic ndash high level goals support mission Operational ndash effectiveness and efficiency Reporting ndash reliability Compliance ndash with applicable laws

COSO model

Profitability Market share Growth Cash flow Customer satisfaction Quality Added value

Corporate objectives

Objective setting and riskStrategic objectives and mission will influence riskmanagement

However businesses should also determine riskappetite (willingness to take risks) and riskstrategy

These in turn should influence business objectivesBusinesses should take a portfolio view of riskslooking at relevant risks over the whole organisation

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 46

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 5: 2015 bpp p1 passcards

ContentsPreface

Page

1 Scope of corporate governance 1

2 Approaches to corporate governance 11

3 Corporate governance practice and reporting 21

4 Internal control systems 31

5 Risk attitudes and internal environment 39

6 Risks 47

7 Risk assessment and response 53

8 Information communication and monitoring 61

9 Personal ethics 6910 Professional ethics 75

11 Corporate social responsibility 83

(000)ACP1PC14_FP(Ho)qxp 5282014 1238 AM Page iv

1 Scope of corporate governance

Topic List

Definition

Concepts

Agency

Stakeholders

Main issues

This chapter sets out the foundations of good corporategovernance defining what corporate governance is thekey concepts and the stakeholders whom goodcorporate governance servesYou may need to considerthe conflicting interests of stakeholders and howstakeholders can control managersdirectors We alsosummarise major issues in corporate governance

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 1

Definition Main issuesStakeholdersAgencyConcepts

Corporate governance is the system by which organisations are directed and controlled It is a set ofrelationships between directors shareholders and other stakeholders

Risk managementand reduction

Appropriate controlsystems

Framework topursue strategy

Guards againstmisuse of resources

Spirit of codes Accountability tostakeholders

Corporate governance

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 2

Definition Main issuesStakeholdersAgencyConcepts

1 Scope of corporate governancePage 3

Fairness Take into account all stakeholders with legitimate interestsTransparency Openness disclosure in financial statements press releases websitesIndependence Being free from constraints or influences that would prevent a correct course of

action being takenInnovation Recognise that the needs of businesses and stakeholders can change over timeScepticism NEDs auditors and audit committees should adopt an air of scepticism and an

enquiring mindProbity Truth-tellingnot misleadingResponsibility Management responsible for organisation means of corrective action and

penalising mismanagementAccountability Directors and companies answerable for consequences of actions to shareholders

professionals to values public sector to stakeholders Reputation Jeopardised by poor risk managementcorporate governance ethical behaviour

may impact commerciallyJudgement Taking decisions that enhance organisationrsquos prosperityIntegrity Straightforward dealing honesty and completeness basis of trust

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 3

Definition Main issuesStakeholdersAgencyConcepts

Agency Agency in corporate governanceAgency is acting on behalf of another (principal) indealing with others

Agency costs are the monies and resourcesexpended by principal in monitoring agent

Accountability Fiduciary duty (trust and care) Personal performance Obedience Skill No conflict of interest Confidentiality Handing over benefits

Agentrsquos responsibilities

Directors (agents) run company on behalf ofshareholders (principals)

Agency problem ndash how to prevent directors excessivelyrewarding themselves underperforming

Main solution is to link reward with companyperformance

Profit related pay Shares Share option plans

Transaction costs theoryCompanies seek to keep business dealings in-housemanagers act opportunistically in their own interests

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 4

Definition Main issuesStakeholdersAgencyConcepts

1 Scope of corporate governancePage 5

Stakeholder theoryA broad range of stakeholders have claims on anorganisation StockholderShareholder view thatcompany just responsible to shareholders iswrong as modern corporations are very large andsocialpoliticallegal impact is therefore great

Instrumental view ndash mainly economicresponsibilities with aim of maximising profits

Normative view ndash ethicalphilanthropicresponsibilities as well as economiclegal

StakeholdersStakeholders are groups or individuals whoseinterests can affect or are directly affected by theactivities of a firm or organisation

Stakeholder power mappingLevel of interest

D

Power

Low High

Low

HighC

BA

A minimal effortB keep informed as can influence more powerful stakeholdersC keep satisfiedD strategy must be acceptable

Corporate governance accommodates views Repositioning of stakeholders Identify change blockersfacilitators Assess legitimacyurgency

Results of mapping

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 5

StakeholdersDefinition Main issuesAgencyConcepts

Proximity to organisationInternal ndash employeesmanagement

Connected ndash shareholders customers supplierslenders trade unions competitors

External ndash government local government publicpressure groups opinion leaders

Active and passive stakeholdersActive ndash seek to participate in organisationsactivities (managers shareholders regulatorspressure groups)

Passive ndash donrsquot seek to participate in policy-making(shareholders local communities government)

Primary and secondary stakeholders

Narrow and wide stakeholders

Primary ndash need participation to continue as goingconcern (customers suppliers government)

Secondary ndash their ceasing to participate wonrsquot affectcontinued existence (government managers)

Narrow ndash most affected by organisationrsquos strategy(shareholders employees suppliers major customers)

Wide ndash less affected by organisationrsquos strategy(government less significant customers community)

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 6

1 Scope of corporate governancePage 7

Voluntary and involuntary stakeholdersVoluntary ndash those who of their own choice haveinvolvement with the organisation ndash employeescustomers suppliers shareholders

Involuntary ndash engage with the organisation withoutchoosing to do so ndash neighbours wider public Knowledge of stakeholders

Known ndash Existence known to organisation

Unknown ndash Existence unknown to organisation(wildlife communities affected by suppliers)

Direct ndash stakeholders know effecthow affected by

Indirect ndash unaware of claims or cannot express themdirectly

Legitimacy of stakeholders

Recognition of stakeholders

Legitimate ndash valid claims

Illegitimate ndash invalid claims

Who decides legitimacy Basis

Recognised ndash Managers consider interests and viewswhen deciding strategy

Unrecognised ndash Managers dont consider claims whendeciding strategy

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 7

Definition Main issuesStakeholdersAgencyConcepts

Secretary

Customers

Suppliers

Employees

Executive full-time managers non-executive monitoring

Arranges board meetings plans agenda deals with documents and registers generaladministration reports to chairman

Concerned with impact of board upon position supervise and co-ordinateimplementation of business strategy and risk management provide data for board

Commitment interest in pay and conditions need to implement control systems adoptculture and provide feedback

Pay and working conditions concerned with poor board communication lax risk andcontrol environment can be used to harness employee support

Co-operation needed for just-in-time supply poor payment record leads to creditrestriction and poor service

Increased expectations power to shop elsewhere ability to make views known ethicalrequirements

Directors

Sub-board management

Trade unions

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 8

1 Scope of corporate governancePage 9

Highlight governance and reporting issues independence required to supplyconfidence in information need for audit committee to reinforce position

Establish rules and standards carry out inspections May be enforcement costs orregulatory capture domination of regulator by regulated

Establish overall climate encourage private shareholdings provide subsidiesnationalise poorly performing industries run public sector organisations

Companies raise money investors transfer shares supply data about companyvalue and provide regulatory framework for governance

Can influence prices avoid speculative shares want short-term profits can influencecompanies through meetings and voting able to take direct action if dissatisfied

Hold small numbers of shares in companies trusts and funds Likely to beundiversified and concerned with information asymmetry

Services from public sector aid from charities

Provide funds to charities want them well-spent

External auditors

Regulators

Government

Stock exchanges

Institutional investors

Small investors

RecipientsDonors

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 9

Definition Main issuesStakeholdersAgencyConcepts

Duties of directorsCorporate governance guidelines reinforce legal andfiduciary duties to act in companyrsquos best interestsuse powers for proper purpose avoid conflicts ofinterest and exercise duty of care

Accounting and auditingGreater transparency and reliability of accountsdecreasing investor risks Tougher auditing standardsand requirements for auditors to avoid conflicts ofinterest

Board supervisionNeed for board to meet regularly to consider effectivelyorganisationrsquos activities risks and control systems

Directors remuneration

Corporate social responsibility

Board compositionNeed to avoid domination by single individualsmallgroup of executive directors

Builds on stakeholders debate what responsibilitiesshould organisation and board fulfil

Directors being paid undeserved and excessiveremuneration and bonuses Allegations that directorshave been rewarded for making losses

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 10

2 Approaches to corporate governance

Topic List

Development of guidance

Basis of guidance

Major governance codes

Sarbanes-Oxley

Corporate social responsibility

Public sector governance

In this chapter we summarise the factors that haveinfluenced the ways corporate governance hasdeveloped including the important rules v principlesdebateYou may be asked about these in part (a) of aquestion before you consider specific corporategovernance arrangements later in the question We alsogive details of the major worldwide codes particularlythose that have international impact

Corporate social responsibility is a major topic in thisexam and the themes we cover here and in Chapter 11will occur in many questions

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 11

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Internationalisation

Governance development

Investor treatment Financial reportingweaknesses

Individual countrycharacteristics

Corporate scandals

Openness Integrity Accountability

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 12

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

2 Approaches to corporate governancePage 13

Basis ofguidance

Principles-based approachMost corporate governance codes use a principles-based approach with broad guidelines supplemented bylimited specific requirements Encourage companies tocomply or explain

Rules-based approachRules-based approach focuses on regulations andtargets that must be met without any leeway It should beeasy to ascertain compliance but in practice there maybe questionable situations which are not fully covered bythe rules

Fulfil strategic objectives Reinforce governance regulation Minimise risk Promote ethical behaviour Underpin investor confidence Fulfil stakeholder responsibilities Establish management accountability Maintain NEDauditor independence Provide accurate reporting

Encourage owner involvement

Direct behaviour

Key Principles

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 13

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Insider systemsMost companies listed on stock exchange are controlledby a few individuals for example family companies

Avoids inflexible rules Less burdensome Allows scope for development Comply or explain Emphasis on investor judgement

Advantages of principles

Outsider systemsShareholdings are widely dispersed managerownerseparation

Strong owner-manager linksLonger-term viewDiscrimination v minorityLack of monitoringgovernance

Robust governance regimeHostile takeover threat constrains managementAgency problemShort-term priorities

AdvantagesDisadvantages

Insider Outsider

Principles too broad Lack of consistency Confusion over what is compulsory Companies treat as non-binding Markets dont understand disclosures

Problems with principles

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 14

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyBasis ofguidance

2 Approaches to corporate governancePage 15

Majorgovernance codes

OECD principles

Shareholderstakeholder rights Equitable treatment of all shareholders Stakeholders rights protected Timelyaccurate disclosure of material matters Board responsible for strategy and monitoring

PrinciplesICGN reportInternational Corporate Governance Network hasprovided practical guidance for boards to operateefficiently and compete for scarce capital

Organisation for Economic Co-operation andDevelopment produced non-binding principles toaddress the interests of global investors Companiesshould work towards achieving principles andprinciples are guidelines for individual countries todevelop own codes

UK Corporate Governance CodeCode derived originally from Cadbury Greenbury andHampel reports supplemented by

Turnbull report ndash risk and internal control Smith report ndash audit committees Higgs report ndash non-executive directors

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 15

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

The non-audit services auditors can provide aresignificantly restricted and auditors are subject tovarious other rules

Compulsory partner rotation

Retention of audit papers

Quality control standards

Review internal control systems

Sarbanes-OxleyThe Sarbanes-Oxley Act was a response to thecollapse of Enron one of Americas biggest companiesThe Act is more prescriptive than codes in otherjurisdictions impacting on review of controlsdisclosures audits ethics and directorsrsquo share trading

Lack of transparency in accounts Non-executive directors weak Lack of external audit scrutiny Directorsrsquo use of inside information Dishonesty and law-breaking

Weaknesses at Enron

Corporate responsibilityChief executivechief finance officer certify

Appropriateness of accounts

Accounts fairly reflect operations and financialcondition

If accounts have to be restated they forfeit theirbonuses

Auditing requirements

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 16

2 Approaches to corporate governancePage 17

Audit committeesEvery listed company should have an auditcommittee consisting of independent directors withmember(s) with financial expertise Audit committeeshould be responsible for

Appointment compensation and oversight ofauditors

Discussing key accounting policies with auditors Setting up complaints mechanisms

Internal control reports (s404)Annual accounts must contain internal control reportsthat

State management responsibility for controlstructurefinancial reporting procedures

Assess effectiveness of control structurefinancialreporting procedures (with audit report)

State whether code of conduct for senior financialofficers has been adopted

Whistleblowing Off-balance sheet transactionsEmployeesauditors will be granted whistleblowingprotection if they disclose private employerinformation to parties involved in a fraud claim

There should be appropriate disclosure of material off-balance sheet transactions

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 17

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Carrolls modelFour levels of responsibilities

Economic ndash shareholdersemployeescustomers Legal ndash comply with laws Ethical ndash act in fair and just way Philanthropic ndash generosity to employees

community

Collaboration time-consuming and expensive Culture clashes with certain stakeholders Collaboration on some issues conflict on

others Lack of consensus between different

stakeholders

Problems with stakeholder view

CSR and stakeholdersBusinesses benefit from goodwill and other aspectsof society and therefore owe those particularlyaffected by their activities certain duties in return

Significance of responsibilityLarge businesses in particular face expectations thatthey will act in a socially responsible fashion

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 18

2 Approaches to corporate governancePage 19

Ownership responsibilitiesBy buying shares shareholders buy a responsibility toensure that company is managed efficiently and in waysconsistent with public welfare Responsibilities of institu-tional shareholders have been stressed institutionalshareholders large shareholdings meaning theyshould be actively involved and pressure managers

Shareholders with small holdings arenrsquotinfluential

Shareholders can easily dispose of shares andthis loosens feelings of obligation

Ownership view problems

Objectives

Mission statements

Ethical codes

Governance codes

Stakeholder board representation

Corporate social reporting

Impact of CSR

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 19

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Public sector Private sector Charitable status NGOsquasi NGOs

Purposes and objectives Public service Profit Relief of povertyresearch etc

As defined by owners

Performance Central regulation Financial reportingstandards

SORP Set outcomes

Ownership Government Partnersshareholders

Donors Government

Stakeholders (including lobby groups)

The public centralgovernmentservice users

Shareholdersregulators taxationauthorities

Service users Governmentlobbying groups

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 20

3 Corporate governance practiceand reporting

Topic List

Role of board

Board membership

Non-executive directors

Directors remuneration

Stakeholder relationships

Reporting

Corporate governance practice is a key area in thissyllabus and you can expect to be asked whether anorganisation is following good practice The role andactivities of the board will be significant elements inmany questions How corporate governance practiceserves the interests of stakeholders will also beimportant

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 21

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Scope of boards roleThe board should have a formal schedule of mattersreserved to it for decisions Board is also responsiblefor overseeing strategy monitoring risk controlsystems and management and ensuring effectivecommunication

Maximise talent pool Broader range of knowledge Access stakeholder constituencies Greater independence Corporate citizen

Advantages of diversity

Legal responsibilities Avoidance of conflict of interest Time limits on appointments Limits on service contracts Retirement by rotation Insider dealing

Legal and regulatory frameworks

Nomination of directorsNomination committee should oversee appointmentsand make recommendations to the board Needs toconsider

Executivesnon-executives Gaps in current boards skills Expanding board diversity (age gender race

ethnicity education background) Continuity and succession planning

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 22

3 Corporate governance practice and reportingPage 23

CPD and appraisalsAll board members should have training coveringstrategy management legal responsibilities andcompany related issues

There should be annual appraisals of the performanceof the whole board and of individual directors

Performance against objectives Contribution to strategyenvironment Response to problems Considering right matters Communication Effectiveness of board committees Quality of feedback Adequacy of decision-making

Board appraisal

Advantages of multi-tier boards

Supervisorssupervised separationDeters management fraudBetter links with stakeholdersBetter use of non-executive time

Disadvantages of multi-tier boards

Lack of accountabilityDont receive information from managersSupervisory board decision-making restrictedLess effective at questioning managers

Companies in some countries are run by two or moreboards often with supervisorymanagement role split

Multi-tier boards

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 23

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board membershipCompanies need to consider optimumsize balance of executive and non-executive directors and diversity ofmembership

Division of responsibilitiesNo one individual should have unfettered control Ideally chairman andchief executive should be different people if not there should be a strongindependent element on the board with a recognised senior member

Board committeesBoard committees supervise specificareas doesnt absolve main boardfrom overall responsibilities Keycommittees

Nomination (this chapter)

Audit (Chapter 8)

Remuneration (this chapter)

Risk management (Chapter 5)

Strategic development

Investment analysis

Risk management

Recommendations toboard committees

Control systemsenforcement

Responsibilities of CEO

Running board

Accurate board information

Shareholder communication(Chairmans Statement)

New director induction

Board appraisal

Board development

Signing off accounts

Responsibilities of chairman

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 24

3 Corporate governance practice and reportingPage 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Number of NEDsUSAUK ndash Independent NEDs at least half of boardothers ndash sufficient for views to carry weight

Independence of NEDs No businessfinancialother connection No share optionspensions Appointment for specified term Ability to take independent advice

Advantages of NEDs

External experience and knowledgeWider perspectiveComfort for investorsConfidantenablerBoard members but objective

Disadvantages of NEDs

IndependenceRestricted recruitmentDifficult to impose viewsCanrsquot prevent problemsLimited time

Non-executive directors (NEDs)NEDs have no executive (managerial) responsibilitiesThey should provide balance and help to reduceconflict between executive directors and shareholdersMajority of NEDs should be independent

Role Strategy Scrutiny

Risk management Board personnel

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Service contractsIf service contracts are too long premature terminationmay mean significant payments Service contractsshouldnt be gt12 months normally

Remuneration committeeCommittee of independent NEDs determining

Remuneration policy Specific remuneration packages

PrinciplesUKs Greenbury committee suggests

Directors remuneration set by independent boardmembers

Bonuses related to measurable performanceenhancedlong-term shareholder value

Full transparency in annual accounts

Remuneration statementConsider and disclose

Remuneration policy Arrangements for individual directorsConsider allowing members to vote onremuneration statement in accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 26

3 Corporate governance practice and reportingPage 27

Elements of remuneration packageBasic salary ndash in contract of employment

Performance-related bonuses ndash limited possiblyto maximum of pay shouldnt be given fortransactions or if excessive risks taken

Shares ndash granted on condition cant be sold

Share options ndash purchased at specified exerciseprice encouragement to improve companysperformance and hence share prices options(and shares) to be held for certain length of time

Benefits-in-kind ndash is cost excessive and howcomparable are they with what employees aregiven

Pensions ndash best practice to make only basicsalary pensionable

Need to attract and retain directors Interests of stakeholders Weighting and phasing of different parts of package Directormanager differentials Impact of directormanager resigning Performance measures

Factors affecting remuneration levels

Variety of financialnon-financial measures Focus on current not historic performance Avoid short-termism Reward individual effort

Performance measures

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 27

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Relationships with stakeholdersOECD stresses role of

Employees Creditors Suppliers Investors Government

Position of stakeholders should be

Protected by law Enhanced by participation (eg employees share

ownership profit-sharing arrangements seat onboard)

Relationships with shareholdersDirectors should be required to submit to regular re-election (every yearevery three years) Boards shouldconsider relationships with all shareholders particularlyinstitutional shareholders Annual general meetings nor-mal part of calendar other general meetings discussissues of immediateserious concern

Proxy votingMyners report recommends

Clear agreements between beneficial ownersand investment managers

Stock lending shouldnt happen Electronic voting Poll (including proxies) for all resolutions

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 28

3 Corporate governance practice and reportingPage 29

Annual general meetings

Notice gt 20 daysbefore

Businesspresentation

Question andanswer sessions

Shareholders vote onsubstantiallyseparate issues

Shareholders vote onreport and accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 29

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board composition directors NEDs evaluationof board performance

Committee reports Relations with auditors and shareholders Review of internal controls Going concern Sustainability reporting Business review

Major disclosuresReportingLondon Stock Exchange requires

Narrative statement of how principles in UKCorporate Governance Code have been applied

Statement of compliancedetails of reasons fornon-compliance

Voluntary disclosuresDisclosures above statutorybest practice minimumDisclosures should follow certain principles

Planned process Transparency in disclosures made Consultation with users All relevant information considered Disclosures subject to review

Wider information provision Different forms of information Greater assurance about management Reflect investor interests

Benefits

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 30

4 Internal control systems

Topic List

Control systems

Nature of risks

Control framework

Control limitations

Enterprise risk management

Assessment of systems

In this chapter we look at the key elements of soundcontrol systems The overall environment and ethos oforganisation is as important as the specific proceduresThe risks organisations face should have a significantimpact upon the control frameworks they adoptYou mayneed to assess the effectiveness of control systems andthe difficulties of implementing sound systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 31

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Internal management control

Cybernetic control system

Management planning organising and directing sothat organisational objectives are achievedTurnbull report listed key aims Facilitate effective and efficient operation Ensure quality of reporting Ensure compliance with laws and regulations

Process of control within system

Identification of system objectives Setting targets for system objectives Measuring system achievementsoutputs Comparing achievements with targets Identifying corrective action Implementing corrective action

Embedded in operations Form part of culture Capable of quick response

Characteristics of control systems

Ease of targetachievement

Qualitativequantitativemeasures

Shortlong-termmeasures

Consistency ofmeasures

Managementintervention

Automatic controlmechanisms

Reliance on socialrelationships

Features of control systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 32

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 33

Risk classificationRisks can be classified in various waysFundamental ndash affects society in generalParticular ndash individual in controlSpeculative ndash good or bad consequencesPure ndash only outcomes harmful

Risk and uncertaintyUncertainty means possible outcomes andor chancesof each occurring are unknown

Risk and corporate governanceCorporate governance reports aim to addressshareholder concerns that directors are notachieving adequate returns for risks incurred andprovide mechanisms for controlling directors whoare taking excessive risks Directors responsibilityfor monitoring and disclosing risk management isstressed

Predictability of cash flows Limitation of effects of bad events Increased shareholder confidence Weigh costs

Benefits of risk management

Risk and returnBusinesses have to take some risks to trade(entrepreneurship) Businesses may tolerate higherrisk levels provided they receive higher returns

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 33

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

CONTROL FRAMEWORK

Control activitiesControl environment

Orderly conduct of business Adherence to internal policies and laws Safeguarding assets Preventiondetection of fraud Accuracycompleteness of accounting records Quality of information and reporting

Purposes

Objectives

Natureextent ofrisks

Acceptable risks

Likelihood risksmaterialise

Ability to reducerisks

Costsbenefits ofcontrols

Changes in riskconditions

Control systems and risks

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 34

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 35

Costs gt benefits Human errorFraud Employee collusion

Managementbypass

Designed for routinetransactions

Depend on methodof data processing

LIMITATIONS OF CONTROLS

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 35

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Enterprise risk management (ERM)ERM is framework suggested by COSO for dealingwith risk It is a fundamental process operated atorganisation level that helps staff understand risksresponsibilities and authority levels ERM should

Apply in strategy setting Apply in all areas and over whole organisation Identify events affecting entity Manage risk according to risk appetite Provide reasonable assurance Support organisational objectives

Align risk appetite and strategy Link growth risk and return Choose best risk response Minimise surprises and losses Manage risks over whole organisation Allows organisation to seize opportunities

ERM benefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 36

4 Internal control systemsPage 37

Internal EnvironmentObjective Setting

Event IdentificationRisk AssessmentRisk Response

Control ActivitiesInformation amp Communication

Monitoring

STRATEGIC

OPERATIONS

REPORTING

COMPLIANCE

ENTITY LEVELDIVISION

BUSINESS UNITSUBSIDIARY

COSOs Enterprise Risk Management framework

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 37

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Objectives Risk links Compatibility Control mixHuman

resources

Framework Review Information

ASSESSMENT

Feedback Costsbenefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 38

5 Risk attitudes and internal environment

Topic List

Risk attributes

Stakeholders and risk

Internal environment

Risk management responsibilities

Objective setting

This chapter covers the underlying factors that helpdetermine how organisations respond to the risks theyface These factors include attitudes to risk theenvironment and culture and the organisational structureincluding responsibilities for dealing with risks

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 39

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Emotional satisfaction

Risk-averse or risk-seeking

Riskreturn

Size Structure Development Past experience Focus on avoiding

risk

Organisational influences

Shareholder requirements

Personal views

Risk attributes

National influences Government protection

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 40

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

5 Risk attitudes and internal environment Page 41

RISK

CONCERNS

Dividend impact Capital gain impact Dependent on their risk appetitediversification Threat to repayment Security imposed Threat of other debts Job threats Health and safety worries Ability to take action Losses on sales Unwilling credit suppliers Disruption of relationships Delivery failures Lack of value Poor quality Poor employment policies Adverse impact on the environment

Debt providers

Wider community

Suppliers

Shareholders

Employees

Customers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 41

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Internalcontrol environmentThe control environment is the attitude awareness andactions of management in relation to internal controls providing the background for the operation of other controls

Risk management philosophy Risk appetite Integrity Ethics Organisational environment

Risk environment

Managements philosophy and operating style Control culture Organisational structure Methods of imposing control Integrity ethical values and competence

Elements of internal environment

Clear risk management strategies Culturecode of conductHRMreward systems support

objectives and risk limitation Senior management commitment to competence

integrity and trust Clear authority and responsibility Communication procedures Staff have knowledge skills and tools

Strong internal environment

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 42

5 Risk attitudes and internal environment Page 43

Embedding risk awarenessRisk assessment should evolve into a consistent activityembedded across all processes focus on

Threats to shareholdersstakeholders (future growthopportunitiescore business)

Consistent action-orientated risk assessment

Internal communications programme Training Involvement in risk identification Incentives Key personnel persuasion Infrastructure support

Changing risk culture Definitions and objectives Regulatory requirements Links to strategic decision-making Key areas Risk classification Risk responsibilities Important controls Assurance reporting Training

Risk policy statement

Risk registerFormal collection of risk and response informationRegister lists and prioritises risks and specifiesresponsible individuals and action taken

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 43

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Board

Senior managers

Internal audit

External audit

Line managers

Staff

Determines risk management strategy and monitors overall risks setsand reviews internal control

Build on overall framework specifying risk management methods andco-ordinate responses may staff risk management group

Audit risk management processkey risk area controls

Audit risk areas that impact materially on financial statements

Identify and evaluate risks in their areas use performanceindicators for monitoring implement responses

Follow risk management procedures have good understandingreport dangers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 44

5 Risk attitudes and internal environment Page 45

Risk committeeCommittee of directors separate from auditcommittee responsible for monitoring andsupervising risk identification and management

Can be staffed by executive directors Allows audit committee to concentrate on

financial risks

Risk management personnelRisk specialist ndash consultant called in to advise on particularaspects of risk management

Risk manager ndash employee with specific responsibility fordealing appropriately with risks

Risk management function ndash employees in largerorganisations

Determine risk managementstrategypolicy

Review reports on risk Monitor overall exposure Monitor changes in circumstances Assess effectiveness of RM systems Review statement on internal control

Role of RM committee

Helping determine risk management strategies Champions of risk management Building risk awareness culture Establishing risk policy and structures Developing and reviewing risk management processes Co-ordinating functional responses Preparing report for boardshareholders

Role of RM function

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 45

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

MissionA general objective visionary often unwritten andvery open-ended without any time limit for achievement

Strategic ndash high level goals support mission Operational ndash effectiveness and efficiency Reporting ndash reliability Compliance ndash with applicable laws

COSO model

Profitability Market share Growth Cash flow Customer satisfaction Quality Added value

Corporate objectives

Objective setting and riskStrategic objectives and mission will influence riskmanagement

However businesses should also determine riskappetite (willingness to take risks) and riskstrategy

These in turn should influence business objectivesBusinesses should take a portfolio view of riskslooking at relevant risks over the whole organisation

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 46

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 6: 2015 bpp p1 passcards

1 Scope of corporate governance

Topic List

Definition

Concepts

Agency

Stakeholders

Main issues

This chapter sets out the foundations of good corporategovernance defining what corporate governance is thekey concepts and the stakeholders whom goodcorporate governance servesYou may need to considerthe conflicting interests of stakeholders and howstakeholders can control managersdirectors We alsosummarise major issues in corporate governance

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 1

Definition Main issuesStakeholdersAgencyConcepts

Corporate governance is the system by which organisations are directed and controlled It is a set ofrelationships between directors shareholders and other stakeholders

Risk managementand reduction

Appropriate controlsystems

Framework topursue strategy

Guards againstmisuse of resources

Spirit of codes Accountability tostakeholders

Corporate governance

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 2

Definition Main issuesStakeholdersAgencyConcepts

1 Scope of corporate governancePage 3

Fairness Take into account all stakeholders with legitimate interestsTransparency Openness disclosure in financial statements press releases websitesIndependence Being free from constraints or influences that would prevent a correct course of

action being takenInnovation Recognise that the needs of businesses and stakeholders can change over timeScepticism NEDs auditors and audit committees should adopt an air of scepticism and an

enquiring mindProbity Truth-tellingnot misleadingResponsibility Management responsible for organisation means of corrective action and

penalising mismanagementAccountability Directors and companies answerable for consequences of actions to shareholders

professionals to values public sector to stakeholders Reputation Jeopardised by poor risk managementcorporate governance ethical behaviour

may impact commerciallyJudgement Taking decisions that enhance organisationrsquos prosperityIntegrity Straightforward dealing honesty and completeness basis of trust

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 3

Definition Main issuesStakeholdersAgencyConcepts

Agency Agency in corporate governanceAgency is acting on behalf of another (principal) indealing with others

Agency costs are the monies and resourcesexpended by principal in monitoring agent

Accountability Fiduciary duty (trust and care) Personal performance Obedience Skill No conflict of interest Confidentiality Handing over benefits

Agentrsquos responsibilities

Directors (agents) run company on behalf ofshareholders (principals)

Agency problem ndash how to prevent directors excessivelyrewarding themselves underperforming

Main solution is to link reward with companyperformance

Profit related pay Shares Share option plans

Transaction costs theoryCompanies seek to keep business dealings in-housemanagers act opportunistically in their own interests

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 4

Definition Main issuesStakeholdersAgencyConcepts

1 Scope of corporate governancePage 5

Stakeholder theoryA broad range of stakeholders have claims on anorganisation StockholderShareholder view thatcompany just responsible to shareholders iswrong as modern corporations are very large andsocialpoliticallegal impact is therefore great

Instrumental view ndash mainly economicresponsibilities with aim of maximising profits

Normative view ndash ethicalphilanthropicresponsibilities as well as economiclegal

StakeholdersStakeholders are groups or individuals whoseinterests can affect or are directly affected by theactivities of a firm or organisation

Stakeholder power mappingLevel of interest

D

Power

Low High

Low

HighC

BA

A minimal effortB keep informed as can influence more powerful stakeholdersC keep satisfiedD strategy must be acceptable

Corporate governance accommodates views Repositioning of stakeholders Identify change blockersfacilitators Assess legitimacyurgency

Results of mapping

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 5

StakeholdersDefinition Main issuesAgencyConcepts

Proximity to organisationInternal ndash employeesmanagement

Connected ndash shareholders customers supplierslenders trade unions competitors

External ndash government local government publicpressure groups opinion leaders

Active and passive stakeholdersActive ndash seek to participate in organisationsactivities (managers shareholders regulatorspressure groups)

Passive ndash donrsquot seek to participate in policy-making(shareholders local communities government)

Primary and secondary stakeholders

Narrow and wide stakeholders

Primary ndash need participation to continue as goingconcern (customers suppliers government)

Secondary ndash their ceasing to participate wonrsquot affectcontinued existence (government managers)

Narrow ndash most affected by organisationrsquos strategy(shareholders employees suppliers major customers)

Wide ndash less affected by organisationrsquos strategy(government less significant customers community)

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 6

1 Scope of corporate governancePage 7

Voluntary and involuntary stakeholdersVoluntary ndash those who of their own choice haveinvolvement with the organisation ndash employeescustomers suppliers shareholders

Involuntary ndash engage with the organisation withoutchoosing to do so ndash neighbours wider public Knowledge of stakeholders

Known ndash Existence known to organisation

Unknown ndash Existence unknown to organisation(wildlife communities affected by suppliers)

Direct ndash stakeholders know effecthow affected by

Indirect ndash unaware of claims or cannot express themdirectly

Legitimacy of stakeholders

Recognition of stakeholders

Legitimate ndash valid claims

Illegitimate ndash invalid claims

Who decides legitimacy Basis

Recognised ndash Managers consider interests and viewswhen deciding strategy

Unrecognised ndash Managers dont consider claims whendeciding strategy

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 7

Definition Main issuesStakeholdersAgencyConcepts

Secretary

Customers

Suppliers

Employees

Executive full-time managers non-executive monitoring

Arranges board meetings plans agenda deals with documents and registers generaladministration reports to chairman

Concerned with impact of board upon position supervise and co-ordinateimplementation of business strategy and risk management provide data for board

Commitment interest in pay and conditions need to implement control systems adoptculture and provide feedback

Pay and working conditions concerned with poor board communication lax risk andcontrol environment can be used to harness employee support

Co-operation needed for just-in-time supply poor payment record leads to creditrestriction and poor service

Increased expectations power to shop elsewhere ability to make views known ethicalrequirements

Directors

Sub-board management

Trade unions

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 8

1 Scope of corporate governancePage 9

Highlight governance and reporting issues independence required to supplyconfidence in information need for audit committee to reinforce position

Establish rules and standards carry out inspections May be enforcement costs orregulatory capture domination of regulator by regulated

Establish overall climate encourage private shareholdings provide subsidiesnationalise poorly performing industries run public sector organisations

Companies raise money investors transfer shares supply data about companyvalue and provide regulatory framework for governance

Can influence prices avoid speculative shares want short-term profits can influencecompanies through meetings and voting able to take direct action if dissatisfied

Hold small numbers of shares in companies trusts and funds Likely to beundiversified and concerned with information asymmetry

Services from public sector aid from charities

Provide funds to charities want them well-spent

External auditors

Regulators

Government

Stock exchanges

Institutional investors

Small investors

RecipientsDonors

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 9

Definition Main issuesStakeholdersAgencyConcepts

Duties of directorsCorporate governance guidelines reinforce legal andfiduciary duties to act in companyrsquos best interestsuse powers for proper purpose avoid conflicts ofinterest and exercise duty of care

Accounting and auditingGreater transparency and reliability of accountsdecreasing investor risks Tougher auditing standardsand requirements for auditors to avoid conflicts ofinterest

Board supervisionNeed for board to meet regularly to consider effectivelyorganisationrsquos activities risks and control systems

Directors remuneration

Corporate social responsibility

Board compositionNeed to avoid domination by single individualsmallgroup of executive directors

Builds on stakeholders debate what responsibilitiesshould organisation and board fulfil

Directors being paid undeserved and excessiveremuneration and bonuses Allegations that directorshave been rewarded for making losses

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 10

2 Approaches to corporate governance

Topic List

Development of guidance

Basis of guidance

Major governance codes

Sarbanes-Oxley

Corporate social responsibility

Public sector governance

In this chapter we summarise the factors that haveinfluenced the ways corporate governance hasdeveloped including the important rules v principlesdebateYou may be asked about these in part (a) of aquestion before you consider specific corporategovernance arrangements later in the question We alsogive details of the major worldwide codes particularlythose that have international impact

Corporate social responsibility is a major topic in thisexam and the themes we cover here and in Chapter 11will occur in many questions

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 11

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Internationalisation

Governance development

Investor treatment Financial reportingweaknesses

Individual countrycharacteristics

Corporate scandals

Openness Integrity Accountability

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 12

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

2 Approaches to corporate governancePage 13

Basis ofguidance

Principles-based approachMost corporate governance codes use a principles-based approach with broad guidelines supplemented bylimited specific requirements Encourage companies tocomply or explain

Rules-based approachRules-based approach focuses on regulations andtargets that must be met without any leeway It should beeasy to ascertain compliance but in practice there maybe questionable situations which are not fully covered bythe rules

Fulfil strategic objectives Reinforce governance regulation Minimise risk Promote ethical behaviour Underpin investor confidence Fulfil stakeholder responsibilities Establish management accountability Maintain NEDauditor independence Provide accurate reporting

Encourage owner involvement

Direct behaviour

Key Principles

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 13

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Insider systemsMost companies listed on stock exchange are controlledby a few individuals for example family companies

Avoids inflexible rules Less burdensome Allows scope for development Comply or explain Emphasis on investor judgement

Advantages of principles

Outsider systemsShareholdings are widely dispersed managerownerseparation

Strong owner-manager linksLonger-term viewDiscrimination v minorityLack of monitoringgovernance

Robust governance regimeHostile takeover threat constrains managementAgency problemShort-term priorities

AdvantagesDisadvantages

Insider Outsider

Principles too broad Lack of consistency Confusion over what is compulsory Companies treat as non-binding Markets dont understand disclosures

Problems with principles

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 14

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyBasis ofguidance

2 Approaches to corporate governancePage 15

Majorgovernance codes

OECD principles

Shareholderstakeholder rights Equitable treatment of all shareholders Stakeholders rights protected Timelyaccurate disclosure of material matters Board responsible for strategy and monitoring

PrinciplesICGN reportInternational Corporate Governance Network hasprovided practical guidance for boards to operateefficiently and compete for scarce capital

Organisation for Economic Co-operation andDevelopment produced non-binding principles toaddress the interests of global investors Companiesshould work towards achieving principles andprinciples are guidelines for individual countries todevelop own codes

UK Corporate Governance CodeCode derived originally from Cadbury Greenbury andHampel reports supplemented by

Turnbull report ndash risk and internal control Smith report ndash audit committees Higgs report ndash non-executive directors

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 15

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

The non-audit services auditors can provide aresignificantly restricted and auditors are subject tovarious other rules

Compulsory partner rotation

Retention of audit papers

Quality control standards

Review internal control systems

Sarbanes-OxleyThe Sarbanes-Oxley Act was a response to thecollapse of Enron one of Americas biggest companiesThe Act is more prescriptive than codes in otherjurisdictions impacting on review of controlsdisclosures audits ethics and directorsrsquo share trading

Lack of transparency in accounts Non-executive directors weak Lack of external audit scrutiny Directorsrsquo use of inside information Dishonesty and law-breaking

Weaknesses at Enron

Corporate responsibilityChief executivechief finance officer certify

Appropriateness of accounts

Accounts fairly reflect operations and financialcondition

If accounts have to be restated they forfeit theirbonuses

Auditing requirements

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 16

2 Approaches to corporate governancePage 17

Audit committeesEvery listed company should have an auditcommittee consisting of independent directors withmember(s) with financial expertise Audit committeeshould be responsible for

Appointment compensation and oversight ofauditors

Discussing key accounting policies with auditors Setting up complaints mechanisms

Internal control reports (s404)Annual accounts must contain internal control reportsthat

State management responsibility for controlstructurefinancial reporting procedures

Assess effectiveness of control structurefinancialreporting procedures (with audit report)

State whether code of conduct for senior financialofficers has been adopted

Whistleblowing Off-balance sheet transactionsEmployeesauditors will be granted whistleblowingprotection if they disclose private employerinformation to parties involved in a fraud claim

There should be appropriate disclosure of material off-balance sheet transactions

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 17

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Carrolls modelFour levels of responsibilities

Economic ndash shareholdersemployeescustomers Legal ndash comply with laws Ethical ndash act in fair and just way Philanthropic ndash generosity to employees

community

Collaboration time-consuming and expensive Culture clashes with certain stakeholders Collaboration on some issues conflict on

others Lack of consensus between different

stakeholders

Problems with stakeholder view

CSR and stakeholdersBusinesses benefit from goodwill and other aspectsof society and therefore owe those particularlyaffected by their activities certain duties in return

Significance of responsibilityLarge businesses in particular face expectations thatthey will act in a socially responsible fashion

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 18

2 Approaches to corporate governancePage 19

Ownership responsibilitiesBy buying shares shareholders buy a responsibility toensure that company is managed efficiently and in waysconsistent with public welfare Responsibilities of institu-tional shareholders have been stressed institutionalshareholders large shareholdings meaning theyshould be actively involved and pressure managers

Shareholders with small holdings arenrsquotinfluential

Shareholders can easily dispose of shares andthis loosens feelings of obligation

Ownership view problems

Objectives

Mission statements

Ethical codes

Governance codes

Stakeholder board representation

Corporate social reporting

Impact of CSR

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 19

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Public sector Private sector Charitable status NGOsquasi NGOs

Purposes and objectives Public service Profit Relief of povertyresearch etc

As defined by owners

Performance Central regulation Financial reportingstandards

SORP Set outcomes

Ownership Government Partnersshareholders

Donors Government

Stakeholders (including lobby groups)

The public centralgovernmentservice users

Shareholdersregulators taxationauthorities

Service users Governmentlobbying groups

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 20

3 Corporate governance practiceand reporting

Topic List

Role of board

Board membership

Non-executive directors

Directors remuneration

Stakeholder relationships

Reporting

Corporate governance practice is a key area in thissyllabus and you can expect to be asked whether anorganisation is following good practice The role andactivities of the board will be significant elements inmany questions How corporate governance practiceserves the interests of stakeholders will also beimportant

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 21

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Scope of boards roleThe board should have a formal schedule of mattersreserved to it for decisions Board is also responsiblefor overseeing strategy monitoring risk controlsystems and management and ensuring effectivecommunication

Maximise talent pool Broader range of knowledge Access stakeholder constituencies Greater independence Corporate citizen

Advantages of diversity

Legal responsibilities Avoidance of conflict of interest Time limits on appointments Limits on service contracts Retirement by rotation Insider dealing

Legal and regulatory frameworks

Nomination of directorsNomination committee should oversee appointmentsand make recommendations to the board Needs toconsider

Executivesnon-executives Gaps in current boards skills Expanding board diversity (age gender race

ethnicity education background) Continuity and succession planning

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 22

3 Corporate governance practice and reportingPage 23

CPD and appraisalsAll board members should have training coveringstrategy management legal responsibilities andcompany related issues

There should be annual appraisals of the performanceof the whole board and of individual directors

Performance against objectives Contribution to strategyenvironment Response to problems Considering right matters Communication Effectiveness of board committees Quality of feedback Adequacy of decision-making

Board appraisal

Advantages of multi-tier boards

Supervisorssupervised separationDeters management fraudBetter links with stakeholdersBetter use of non-executive time

Disadvantages of multi-tier boards

Lack of accountabilityDont receive information from managersSupervisory board decision-making restrictedLess effective at questioning managers

Companies in some countries are run by two or moreboards often with supervisorymanagement role split

Multi-tier boards

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 23

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board membershipCompanies need to consider optimumsize balance of executive and non-executive directors and diversity ofmembership

Division of responsibilitiesNo one individual should have unfettered control Ideally chairman andchief executive should be different people if not there should be a strongindependent element on the board with a recognised senior member

Board committeesBoard committees supervise specificareas doesnt absolve main boardfrom overall responsibilities Keycommittees

Nomination (this chapter)

Audit (Chapter 8)

Remuneration (this chapter)

Risk management (Chapter 5)

Strategic development

Investment analysis

Risk management

Recommendations toboard committees

Control systemsenforcement

Responsibilities of CEO

Running board

Accurate board information

Shareholder communication(Chairmans Statement)

New director induction

Board appraisal

Board development

Signing off accounts

Responsibilities of chairman

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 24

3 Corporate governance practice and reportingPage 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Number of NEDsUSAUK ndash Independent NEDs at least half of boardothers ndash sufficient for views to carry weight

Independence of NEDs No businessfinancialother connection No share optionspensions Appointment for specified term Ability to take independent advice

Advantages of NEDs

External experience and knowledgeWider perspectiveComfort for investorsConfidantenablerBoard members but objective

Disadvantages of NEDs

IndependenceRestricted recruitmentDifficult to impose viewsCanrsquot prevent problemsLimited time

Non-executive directors (NEDs)NEDs have no executive (managerial) responsibilitiesThey should provide balance and help to reduceconflict between executive directors and shareholdersMajority of NEDs should be independent

Role Strategy Scrutiny

Risk management Board personnel

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Service contractsIf service contracts are too long premature terminationmay mean significant payments Service contractsshouldnt be gt12 months normally

Remuneration committeeCommittee of independent NEDs determining

Remuneration policy Specific remuneration packages

PrinciplesUKs Greenbury committee suggests

Directors remuneration set by independent boardmembers

Bonuses related to measurable performanceenhancedlong-term shareholder value

Full transparency in annual accounts

Remuneration statementConsider and disclose

Remuneration policy Arrangements for individual directorsConsider allowing members to vote onremuneration statement in accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 26

3 Corporate governance practice and reportingPage 27

Elements of remuneration packageBasic salary ndash in contract of employment

Performance-related bonuses ndash limited possiblyto maximum of pay shouldnt be given fortransactions or if excessive risks taken

Shares ndash granted on condition cant be sold

Share options ndash purchased at specified exerciseprice encouragement to improve companysperformance and hence share prices options(and shares) to be held for certain length of time

Benefits-in-kind ndash is cost excessive and howcomparable are they with what employees aregiven

Pensions ndash best practice to make only basicsalary pensionable

Need to attract and retain directors Interests of stakeholders Weighting and phasing of different parts of package Directormanager differentials Impact of directormanager resigning Performance measures

Factors affecting remuneration levels

Variety of financialnon-financial measures Focus on current not historic performance Avoid short-termism Reward individual effort

Performance measures

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 27

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Relationships with stakeholdersOECD stresses role of

Employees Creditors Suppliers Investors Government

Position of stakeholders should be

Protected by law Enhanced by participation (eg employees share

ownership profit-sharing arrangements seat onboard)

Relationships with shareholdersDirectors should be required to submit to regular re-election (every yearevery three years) Boards shouldconsider relationships with all shareholders particularlyinstitutional shareholders Annual general meetings nor-mal part of calendar other general meetings discussissues of immediateserious concern

Proxy votingMyners report recommends

Clear agreements between beneficial ownersand investment managers

Stock lending shouldnt happen Electronic voting Poll (including proxies) for all resolutions

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 28

3 Corporate governance practice and reportingPage 29

Annual general meetings

Notice gt 20 daysbefore

Businesspresentation

Question andanswer sessions

Shareholders vote onsubstantiallyseparate issues

Shareholders vote onreport and accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 29

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board composition directors NEDs evaluationof board performance

Committee reports Relations with auditors and shareholders Review of internal controls Going concern Sustainability reporting Business review

Major disclosuresReportingLondon Stock Exchange requires

Narrative statement of how principles in UKCorporate Governance Code have been applied

Statement of compliancedetails of reasons fornon-compliance

Voluntary disclosuresDisclosures above statutorybest practice minimumDisclosures should follow certain principles

Planned process Transparency in disclosures made Consultation with users All relevant information considered Disclosures subject to review

Wider information provision Different forms of information Greater assurance about management Reflect investor interests

Benefits

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 30

4 Internal control systems

Topic List

Control systems

Nature of risks

Control framework

Control limitations

Enterprise risk management

Assessment of systems

In this chapter we look at the key elements of soundcontrol systems The overall environment and ethos oforganisation is as important as the specific proceduresThe risks organisations face should have a significantimpact upon the control frameworks they adoptYou mayneed to assess the effectiveness of control systems andthe difficulties of implementing sound systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 31

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Internal management control

Cybernetic control system

Management planning organising and directing sothat organisational objectives are achievedTurnbull report listed key aims Facilitate effective and efficient operation Ensure quality of reporting Ensure compliance with laws and regulations

Process of control within system

Identification of system objectives Setting targets for system objectives Measuring system achievementsoutputs Comparing achievements with targets Identifying corrective action Implementing corrective action

Embedded in operations Form part of culture Capable of quick response

Characteristics of control systems

Ease of targetachievement

Qualitativequantitativemeasures

Shortlong-termmeasures

Consistency ofmeasures

Managementintervention

Automatic controlmechanisms

Reliance on socialrelationships

Features of control systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 32

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 33

Risk classificationRisks can be classified in various waysFundamental ndash affects society in generalParticular ndash individual in controlSpeculative ndash good or bad consequencesPure ndash only outcomes harmful

Risk and uncertaintyUncertainty means possible outcomes andor chancesof each occurring are unknown

Risk and corporate governanceCorporate governance reports aim to addressshareholder concerns that directors are notachieving adequate returns for risks incurred andprovide mechanisms for controlling directors whoare taking excessive risks Directors responsibilityfor monitoring and disclosing risk management isstressed

Predictability of cash flows Limitation of effects of bad events Increased shareholder confidence Weigh costs

Benefits of risk management

Risk and returnBusinesses have to take some risks to trade(entrepreneurship) Businesses may tolerate higherrisk levels provided they receive higher returns

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 33

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

CONTROL FRAMEWORK

Control activitiesControl environment

Orderly conduct of business Adherence to internal policies and laws Safeguarding assets Preventiondetection of fraud Accuracycompleteness of accounting records Quality of information and reporting

Purposes

Objectives

Natureextent ofrisks

Acceptable risks

Likelihood risksmaterialise

Ability to reducerisks

Costsbenefits ofcontrols

Changes in riskconditions

Control systems and risks

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 34

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 35

Costs gt benefits Human errorFraud Employee collusion

Managementbypass

Designed for routinetransactions

Depend on methodof data processing

LIMITATIONS OF CONTROLS

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 35

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Enterprise risk management (ERM)ERM is framework suggested by COSO for dealingwith risk It is a fundamental process operated atorganisation level that helps staff understand risksresponsibilities and authority levels ERM should

Apply in strategy setting Apply in all areas and over whole organisation Identify events affecting entity Manage risk according to risk appetite Provide reasonable assurance Support organisational objectives

Align risk appetite and strategy Link growth risk and return Choose best risk response Minimise surprises and losses Manage risks over whole organisation Allows organisation to seize opportunities

ERM benefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 36

4 Internal control systemsPage 37

Internal EnvironmentObjective Setting

Event IdentificationRisk AssessmentRisk Response

Control ActivitiesInformation amp Communication

Monitoring

STRATEGIC

OPERATIONS

REPORTING

COMPLIANCE

ENTITY LEVELDIVISION

BUSINESS UNITSUBSIDIARY

COSOs Enterprise Risk Management framework

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 37

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Objectives Risk links Compatibility Control mixHuman

resources

Framework Review Information

ASSESSMENT

Feedback Costsbenefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 38

5 Risk attitudes and internal environment

Topic List

Risk attributes

Stakeholders and risk

Internal environment

Risk management responsibilities

Objective setting

This chapter covers the underlying factors that helpdetermine how organisations respond to the risks theyface These factors include attitudes to risk theenvironment and culture and the organisational structureincluding responsibilities for dealing with risks

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 39

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Emotional satisfaction

Risk-averse or risk-seeking

Riskreturn

Size Structure Development Past experience Focus on avoiding

risk

Organisational influences

Shareholder requirements

Personal views

Risk attributes

National influences Government protection

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 40

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

5 Risk attitudes and internal environment Page 41

RISK

CONCERNS

Dividend impact Capital gain impact Dependent on their risk appetitediversification Threat to repayment Security imposed Threat of other debts Job threats Health and safety worries Ability to take action Losses on sales Unwilling credit suppliers Disruption of relationships Delivery failures Lack of value Poor quality Poor employment policies Adverse impact on the environment

Debt providers

Wider community

Suppliers

Shareholders

Employees

Customers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 41

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Internalcontrol environmentThe control environment is the attitude awareness andactions of management in relation to internal controls providing the background for the operation of other controls

Risk management philosophy Risk appetite Integrity Ethics Organisational environment

Risk environment

Managements philosophy and operating style Control culture Organisational structure Methods of imposing control Integrity ethical values and competence

Elements of internal environment

Clear risk management strategies Culturecode of conductHRMreward systems support

objectives and risk limitation Senior management commitment to competence

integrity and trust Clear authority and responsibility Communication procedures Staff have knowledge skills and tools

Strong internal environment

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 42

5 Risk attitudes and internal environment Page 43

Embedding risk awarenessRisk assessment should evolve into a consistent activityembedded across all processes focus on

Threats to shareholdersstakeholders (future growthopportunitiescore business)

Consistent action-orientated risk assessment

Internal communications programme Training Involvement in risk identification Incentives Key personnel persuasion Infrastructure support

Changing risk culture Definitions and objectives Regulatory requirements Links to strategic decision-making Key areas Risk classification Risk responsibilities Important controls Assurance reporting Training

Risk policy statement

Risk registerFormal collection of risk and response informationRegister lists and prioritises risks and specifiesresponsible individuals and action taken

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 43

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Board

Senior managers

Internal audit

External audit

Line managers

Staff

Determines risk management strategy and monitors overall risks setsand reviews internal control

Build on overall framework specifying risk management methods andco-ordinate responses may staff risk management group

Audit risk management processkey risk area controls

Audit risk areas that impact materially on financial statements

Identify and evaluate risks in their areas use performanceindicators for monitoring implement responses

Follow risk management procedures have good understandingreport dangers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 44

5 Risk attitudes and internal environment Page 45

Risk committeeCommittee of directors separate from auditcommittee responsible for monitoring andsupervising risk identification and management

Can be staffed by executive directors Allows audit committee to concentrate on

financial risks

Risk management personnelRisk specialist ndash consultant called in to advise on particularaspects of risk management

Risk manager ndash employee with specific responsibility fordealing appropriately with risks

Risk management function ndash employees in largerorganisations

Determine risk managementstrategypolicy

Review reports on risk Monitor overall exposure Monitor changes in circumstances Assess effectiveness of RM systems Review statement on internal control

Role of RM committee

Helping determine risk management strategies Champions of risk management Building risk awareness culture Establishing risk policy and structures Developing and reviewing risk management processes Co-ordinating functional responses Preparing report for boardshareholders

Role of RM function

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 45

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

MissionA general objective visionary often unwritten andvery open-ended without any time limit for achievement

Strategic ndash high level goals support mission Operational ndash effectiveness and efficiency Reporting ndash reliability Compliance ndash with applicable laws

COSO model

Profitability Market share Growth Cash flow Customer satisfaction Quality Added value

Corporate objectives

Objective setting and riskStrategic objectives and mission will influence riskmanagement

However businesses should also determine riskappetite (willingness to take risks) and riskstrategy

These in turn should influence business objectivesBusinesses should take a portfolio view of riskslooking at relevant risks over the whole organisation

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 46

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 7: 2015 bpp p1 passcards

Definition Main issuesStakeholdersAgencyConcepts

Corporate governance is the system by which organisations are directed and controlled It is a set ofrelationships between directors shareholders and other stakeholders

Risk managementand reduction

Appropriate controlsystems

Framework topursue strategy

Guards againstmisuse of resources

Spirit of codes Accountability tostakeholders

Corporate governance

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 2

Definition Main issuesStakeholdersAgencyConcepts

1 Scope of corporate governancePage 3

Fairness Take into account all stakeholders with legitimate interestsTransparency Openness disclosure in financial statements press releases websitesIndependence Being free from constraints or influences that would prevent a correct course of

action being takenInnovation Recognise that the needs of businesses and stakeholders can change over timeScepticism NEDs auditors and audit committees should adopt an air of scepticism and an

enquiring mindProbity Truth-tellingnot misleadingResponsibility Management responsible for organisation means of corrective action and

penalising mismanagementAccountability Directors and companies answerable for consequences of actions to shareholders

professionals to values public sector to stakeholders Reputation Jeopardised by poor risk managementcorporate governance ethical behaviour

may impact commerciallyJudgement Taking decisions that enhance organisationrsquos prosperityIntegrity Straightforward dealing honesty and completeness basis of trust

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 3

Definition Main issuesStakeholdersAgencyConcepts

Agency Agency in corporate governanceAgency is acting on behalf of another (principal) indealing with others

Agency costs are the monies and resourcesexpended by principal in monitoring agent

Accountability Fiduciary duty (trust and care) Personal performance Obedience Skill No conflict of interest Confidentiality Handing over benefits

Agentrsquos responsibilities

Directors (agents) run company on behalf ofshareholders (principals)

Agency problem ndash how to prevent directors excessivelyrewarding themselves underperforming

Main solution is to link reward with companyperformance

Profit related pay Shares Share option plans

Transaction costs theoryCompanies seek to keep business dealings in-housemanagers act opportunistically in their own interests

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 4

Definition Main issuesStakeholdersAgencyConcepts

1 Scope of corporate governancePage 5

Stakeholder theoryA broad range of stakeholders have claims on anorganisation StockholderShareholder view thatcompany just responsible to shareholders iswrong as modern corporations are very large andsocialpoliticallegal impact is therefore great

Instrumental view ndash mainly economicresponsibilities with aim of maximising profits

Normative view ndash ethicalphilanthropicresponsibilities as well as economiclegal

StakeholdersStakeholders are groups or individuals whoseinterests can affect or are directly affected by theactivities of a firm or organisation

Stakeholder power mappingLevel of interest

D

Power

Low High

Low

HighC

BA

A minimal effortB keep informed as can influence more powerful stakeholdersC keep satisfiedD strategy must be acceptable

Corporate governance accommodates views Repositioning of stakeholders Identify change blockersfacilitators Assess legitimacyurgency

Results of mapping

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 5

StakeholdersDefinition Main issuesAgencyConcepts

Proximity to organisationInternal ndash employeesmanagement

Connected ndash shareholders customers supplierslenders trade unions competitors

External ndash government local government publicpressure groups opinion leaders

Active and passive stakeholdersActive ndash seek to participate in organisationsactivities (managers shareholders regulatorspressure groups)

Passive ndash donrsquot seek to participate in policy-making(shareholders local communities government)

Primary and secondary stakeholders

Narrow and wide stakeholders

Primary ndash need participation to continue as goingconcern (customers suppliers government)

Secondary ndash their ceasing to participate wonrsquot affectcontinued existence (government managers)

Narrow ndash most affected by organisationrsquos strategy(shareholders employees suppliers major customers)

Wide ndash less affected by organisationrsquos strategy(government less significant customers community)

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 6

1 Scope of corporate governancePage 7

Voluntary and involuntary stakeholdersVoluntary ndash those who of their own choice haveinvolvement with the organisation ndash employeescustomers suppliers shareholders

Involuntary ndash engage with the organisation withoutchoosing to do so ndash neighbours wider public Knowledge of stakeholders

Known ndash Existence known to organisation

Unknown ndash Existence unknown to organisation(wildlife communities affected by suppliers)

Direct ndash stakeholders know effecthow affected by

Indirect ndash unaware of claims or cannot express themdirectly

Legitimacy of stakeholders

Recognition of stakeholders

Legitimate ndash valid claims

Illegitimate ndash invalid claims

Who decides legitimacy Basis

Recognised ndash Managers consider interests and viewswhen deciding strategy

Unrecognised ndash Managers dont consider claims whendeciding strategy

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 7

Definition Main issuesStakeholdersAgencyConcepts

Secretary

Customers

Suppliers

Employees

Executive full-time managers non-executive monitoring

Arranges board meetings plans agenda deals with documents and registers generaladministration reports to chairman

Concerned with impact of board upon position supervise and co-ordinateimplementation of business strategy and risk management provide data for board

Commitment interest in pay and conditions need to implement control systems adoptculture and provide feedback

Pay and working conditions concerned with poor board communication lax risk andcontrol environment can be used to harness employee support

Co-operation needed for just-in-time supply poor payment record leads to creditrestriction and poor service

Increased expectations power to shop elsewhere ability to make views known ethicalrequirements

Directors

Sub-board management

Trade unions

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 8

1 Scope of corporate governancePage 9

Highlight governance and reporting issues independence required to supplyconfidence in information need for audit committee to reinforce position

Establish rules and standards carry out inspections May be enforcement costs orregulatory capture domination of regulator by regulated

Establish overall climate encourage private shareholdings provide subsidiesnationalise poorly performing industries run public sector organisations

Companies raise money investors transfer shares supply data about companyvalue and provide regulatory framework for governance

Can influence prices avoid speculative shares want short-term profits can influencecompanies through meetings and voting able to take direct action if dissatisfied

Hold small numbers of shares in companies trusts and funds Likely to beundiversified and concerned with information asymmetry

Services from public sector aid from charities

Provide funds to charities want them well-spent

External auditors

Regulators

Government

Stock exchanges

Institutional investors

Small investors

RecipientsDonors

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 9

Definition Main issuesStakeholdersAgencyConcepts

Duties of directorsCorporate governance guidelines reinforce legal andfiduciary duties to act in companyrsquos best interestsuse powers for proper purpose avoid conflicts ofinterest and exercise duty of care

Accounting and auditingGreater transparency and reliability of accountsdecreasing investor risks Tougher auditing standardsand requirements for auditors to avoid conflicts ofinterest

Board supervisionNeed for board to meet regularly to consider effectivelyorganisationrsquos activities risks and control systems

Directors remuneration

Corporate social responsibility

Board compositionNeed to avoid domination by single individualsmallgroup of executive directors

Builds on stakeholders debate what responsibilitiesshould organisation and board fulfil

Directors being paid undeserved and excessiveremuneration and bonuses Allegations that directorshave been rewarded for making losses

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 10

2 Approaches to corporate governance

Topic List

Development of guidance

Basis of guidance

Major governance codes

Sarbanes-Oxley

Corporate social responsibility

Public sector governance

In this chapter we summarise the factors that haveinfluenced the ways corporate governance hasdeveloped including the important rules v principlesdebateYou may be asked about these in part (a) of aquestion before you consider specific corporategovernance arrangements later in the question We alsogive details of the major worldwide codes particularlythose that have international impact

Corporate social responsibility is a major topic in thisexam and the themes we cover here and in Chapter 11will occur in many questions

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 11

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Internationalisation

Governance development

Investor treatment Financial reportingweaknesses

Individual countrycharacteristics

Corporate scandals

Openness Integrity Accountability

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 12

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

2 Approaches to corporate governancePage 13

Basis ofguidance

Principles-based approachMost corporate governance codes use a principles-based approach with broad guidelines supplemented bylimited specific requirements Encourage companies tocomply or explain

Rules-based approachRules-based approach focuses on regulations andtargets that must be met without any leeway It should beeasy to ascertain compliance but in practice there maybe questionable situations which are not fully covered bythe rules

Fulfil strategic objectives Reinforce governance regulation Minimise risk Promote ethical behaviour Underpin investor confidence Fulfil stakeholder responsibilities Establish management accountability Maintain NEDauditor independence Provide accurate reporting

Encourage owner involvement

Direct behaviour

Key Principles

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 13

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Insider systemsMost companies listed on stock exchange are controlledby a few individuals for example family companies

Avoids inflexible rules Less burdensome Allows scope for development Comply or explain Emphasis on investor judgement

Advantages of principles

Outsider systemsShareholdings are widely dispersed managerownerseparation

Strong owner-manager linksLonger-term viewDiscrimination v minorityLack of monitoringgovernance

Robust governance regimeHostile takeover threat constrains managementAgency problemShort-term priorities

AdvantagesDisadvantages

Insider Outsider

Principles too broad Lack of consistency Confusion over what is compulsory Companies treat as non-binding Markets dont understand disclosures

Problems with principles

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 14

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyBasis ofguidance

2 Approaches to corporate governancePage 15

Majorgovernance codes

OECD principles

Shareholderstakeholder rights Equitable treatment of all shareholders Stakeholders rights protected Timelyaccurate disclosure of material matters Board responsible for strategy and monitoring

PrinciplesICGN reportInternational Corporate Governance Network hasprovided practical guidance for boards to operateefficiently and compete for scarce capital

Organisation for Economic Co-operation andDevelopment produced non-binding principles toaddress the interests of global investors Companiesshould work towards achieving principles andprinciples are guidelines for individual countries todevelop own codes

UK Corporate Governance CodeCode derived originally from Cadbury Greenbury andHampel reports supplemented by

Turnbull report ndash risk and internal control Smith report ndash audit committees Higgs report ndash non-executive directors

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 15

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

The non-audit services auditors can provide aresignificantly restricted and auditors are subject tovarious other rules

Compulsory partner rotation

Retention of audit papers

Quality control standards

Review internal control systems

Sarbanes-OxleyThe Sarbanes-Oxley Act was a response to thecollapse of Enron one of Americas biggest companiesThe Act is more prescriptive than codes in otherjurisdictions impacting on review of controlsdisclosures audits ethics and directorsrsquo share trading

Lack of transparency in accounts Non-executive directors weak Lack of external audit scrutiny Directorsrsquo use of inside information Dishonesty and law-breaking

Weaknesses at Enron

Corporate responsibilityChief executivechief finance officer certify

Appropriateness of accounts

Accounts fairly reflect operations and financialcondition

If accounts have to be restated they forfeit theirbonuses

Auditing requirements

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 16

2 Approaches to corporate governancePage 17

Audit committeesEvery listed company should have an auditcommittee consisting of independent directors withmember(s) with financial expertise Audit committeeshould be responsible for

Appointment compensation and oversight ofauditors

Discussing key accounting policies with auditors Setting up complaints mechanisms

Internal control reports (s404)Annual accounts must contain internal control reportsthat

State management responsibility for controlstructurefinancial reporting procedures

Assess effectiveness of control structurefinancialreporting procedures (with audit report)

State whether code of conduct for senior financialofficers has been adopted

Whistleblowing Off-balance sheet transactionsEmployeesauditors will be granted whistleblowingprotection if they disclose private employerinformation to parties involved in a fraud claim

There should be appropriate disclosure of material off-balance sheet transactions

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 17

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Carrolls modelFour levels of responsibilities

Economic ndash shareholdersemployeescustomers Legal ndash comply with laws Ethical ndash act in fair and just way Philanthropic ndash generosity to employees

community

Collaboration time-consuming and expensive Culture clashes with certain stakeholders Collaboration on some issues conflict on

others Lack of consensus between different

stakeholders

Problems with stakeholder view

CSR and stakeholdersBusinesses benefit from goodwill and other aspectsof society and therefore owe those particularlyaffected by their activities certain duties in return

Significance of responsibilityLarge businesses in particular face expectations thatthey will act in a socially responsible fashion

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 18

2 Approaches to corporate governancePage 19

Ownership responsibilitiesBy buying shares shareholders buy a responsibility toensure that company is managed efficiently and in waysconsistent with public welfare Responsibilities of institu-tional shareholders have been stressed institutionalshareholders large shareholdings meaning theyshould be actively involved and pressure managers

Shareholders with small holdings arenrsquotinfluential

Shareholders can easily dispose of shares andthis loosens feelings of obligation

Ownership view problems

Objectives

Mission statements

Ethical codes

Governance codes

Stakeholder board representation

Corporate social reporting

Impact of CSR

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 19

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Public sector Private sector Charitable status NGOsquasi NGOs

Purposes and objectives Public service Profit Relief of povertyresearch etc

As defined by owners

Performance Central regulation Financial reportingstandards

SORP Set outcomes

Ownership Government Partnersshareholders

Donors Government

Stakeholders (including lobby groups)

The public centralgovernmentservice users

Shareholdersregulators taxationauthorities

Service users Governmentlobbying groups

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 20

3 Corporate governance practiceand reporting

Topic List

Role of board

Board membership

Non-executive directors

Directors remuneration

Stakeholder relationships

Reporting

Corporate governance practice is a key area in thissyllabus and you can expect to be asked whether anorganisation is following good practice The role andactivities of the board will be significant elements inmany questions How corporate governance practiceserves the interests of stakeholders will also beimportant

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 21

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Scope of boards roleThe board should have a formal schedule of mattersreserved to it for decisions Board is also responsiblefor overseeing strategy monitoring risk controlsystems and management and ensuring effectivecommunication

Maximise talent pool Broader range of knowledge Access stakeholder constituencies Greater independence Corporate citizen

Advantages of diversity

Legal responsibilities Avoidance of conflict of interest Time limits on appointments Limits on service contracts Retirement by rotation Insider dealing

Legal and regulatory frameworks

Nomination of directorsNomination committee should oversee appointmentsand make recommendations to the board Needs toconsider

Executivesnon-executives Gaps in current boards skills Expanding board diversity (age gender race

ethnicity education background) Continuity and succession planning

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 22

3 Corporate governance practice and reportingPage 23

CPD and appraisalsAll board members should have training coveringstrategy management legal responsibilities andcompany related issues

There should be annual appraisals of the performanceof the whole board and of individual directors

Performance against objectives Contribution to strategyenvironment Response to problems Considering right matters Communication Effectiveness of board committees Quality of feedback Adequacy of decision-making

Board appraisal

Advantages of multi-tier boards

Supervisorssupervised separationDeters management fraudBetter links with stakeholdersBetter use of non-executive time

Disadvantages of multi-tier boards

Lack of accountabilityDont receive information from managersSupervisory board decision-making restrictedLess effective at questioning managers

Companies in some countries are run by two or moreboards often with supervisorymanagement role split

Multi-tier boards

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 23

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board membershipCompanies need to consider optimumsize balance of executive and non-executive directors and diversity ofmembership

Division of responsibilitiesNo one individual should have unfettered control Ideally chairman andchief executive should be different people if not there should be a strongindependent element on the board with a recognised senior member

Board committeesBoard committees supervise specificareas doesnt absolve main boardfrom overall responsibilities Keycommittees

Nomination (this chapter)

Audit (Chapter 8)

Remuneration (this chapter)

Risk management (Chapter 5)

Strategic development

Investment analysis

Risk management

Recommendations toboard committees

Control systemsenforcement

Responsibilities of CEO

Running board

Accurate board information

Shareholder communication(Chairmans Statement)

New director induction

Board appraisal

Board development

Signing off accounts

Responsibilities of chairman

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 24

3 Corporate governance practice and reportingPage 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Number of NEDsUSAUK ndash Independent NEDs at least half of boardothers ndash sufficient for views to carry weight

Independence of NEDs No businessfinancialother connection No share optionspensions Appointment for specified term Ability to take independent advice

Advantages of NEDs

External experience and knowledgeWider perspectiveComfort for investorsConfidantenablerBoard members but objective

Disadvantages of NEDs

IndependenceRestricted recruitmentDifficult to impose viewsCanrsquot prevent problemsLimited time

Non-executive directors (NEDs)NEDs have no executive (managerial) responsibilitiesThey should provide balance and help to reduceconflict between executive directors and shareholdersMajority of NEDs should be independent

Role Strategy Scrutiny

Risk management Board personnel

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Service contractsIf service contracts are too long premature terminationmay mean significant payments Service contractsshouldnt be gt12 months normally

Remuneration committeeCommittee of independent NEDs determining

Remuneration policy Specific remuneration packages

PrinciplesUKs Greenbury committee suggests

Directors remuneration set by independent boardmembers

Bonuses related to measurable performanceenhancedlong-term shareholder value

Full transparency in annual accounts

Remuneration statementConsider and disclose

Remuneration policy Arrangements for individual directorsConsider allowing members to vote onremuneration statement in accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 26

3 Corporate governance practice and reportingPage 27

Elements of remuneration packageBasic salary ndash in contract of employment

Performance-related bonuses ndash limited possiblyto maximum of pay shouldnt be given fortransactions or if excessive risks taken

Shares ndash granted on condition cant be sold

Share options ndash purchased at specified exerciseprice encouragement to improve companysperformance and hence share prices options(and shares) to be held for certain length of time

Benefits-in-kind ndash is cost excessive and howcomparable are they with what employees aregiven

Pensions ndash best practice to make only basicsalary pensionable

Need to attract and retain directors Interests of stakeholders Weighting and phasing of different parts of package Directormanager differentials Impact of directormanager resigning Performance measures

Factors affecting remuneration levels

Variety of financialnon-financial measures Focus on current not historic performance Avoid short-termism Reward individual effort

Performance measures

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 27

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Relationships with stakeholdersOECD stresses role of

Employees Creditors Suppliers Investors Government

Position of stakeholders should be

Protected by law Enhanced by participation (eg employees share

ownership profit-sharing arrangements seat onboard)

Relationships with shareholdersDirectors should be required to submit to regular re-election (every yearevery three years) Boards shouldconsider relationships with all shareholders particularlyinstitutional shareholders Annual general meetings nor-mal part of calendar other general meetings discussissues of immediateserious concern

Proxy votingMyners report recommends

Clear agreements between beneficial ownersand investment managers

Stock lending shouldnt happen Electronic voting Poll (including proxies) for all resolutions

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 28

3 Corporate governance practice and reportingPage 29

Annual general meetings

Notice gt 20 daysbefore

Businesspresentation

Question andanswer sessions

Shareholders vote onsubstantiallyseparate issues

Shareholders vote onreport and accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 29

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board composition directors NEDs evaluationof board performance

Committee reports Relations with auditors and shareholders Review of internal controls Going concern Sustainability reporting Business review

Major disclosuresReportingLondon Stock Exchange requires

Narrative statement of how principles in UKCorporate Governance Code have been applied

Statement of compliancedetails of reasons fornon-compliance

Voluntary disclosuresDisclosures above statutorybest practice minimumDisclosures should follow certain principles

Planned process Transparency in disclosures made Consultation with users All relevant information considered Disclosures subject to review

Wider information provision Different forms of information Greater assurance about management Reflect investor interests

Benefits

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 30

4 Internal control systems

Topic List

Control systems

Nature of risks

Control framework

Control limitations

Enterprise risk management

Assessment of systems

In this chapter we look at the key elements of soundcontrol systems The overall environment and ethos oforganisation is as important as the specific proceduresThe risks organisations face should have a significantimpact upon the control frameworks they adoptYou mayneed to assess the effectiveness of control systems andthe difficulties of implementing sound systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 31

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Internal management control

Cybernetic control system

Management planning organising and directing sothat organisational objectives are achievedTurnbull report listed key aims Facilitate effective and efficient operation Ensure quality of reporting Ensure compliance with laws and regulations

Process of control within system

Identification of system objectives Setting targets for system objectives Measuring system achievementsoutputs Comparing achievements with targets Identifying corrective action Implementing corrective action

Embedded in operations Form part of culture Capable of quick response

Characteristics of control systems

Ease of targetachievement

Qualitativequantitativemeasures

Shortlong-termmeasures

Consistency ofmeasures

Managementintervention

Automatic controlmechanisms

Reliance on socialrelationships

Features of control systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 32

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 33

Risk classificationRisks can be classified in various waysFundamental ndash affects society in generalParticular ndash individual in controlSpeculative ndash good or bad consequencesPure ndash only outcomes harmful

Risk and uncertaintyUncertainty means possible outcomes andor chancesof each occurring are unknown

Risk and corporate governanceCorporate governance reports aim to addressshareholder concerns that directors are notachieving adequate returns for risks incurred andprovide mechanisms for controlling directors whoare taking excessive risks Directors responsibilityfor monitoring and disclosing risk management isstressed

Predictability of cash flows Limitation of effects of bad events Increased shareholder confidence Weigh costs

Benefits of risk management

Risk and returnBusinesses have to take some risks to trade(entrepreneurship) Businesses may tolerate higherrisk levels provided they receive higher returns

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 33

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

CONTROL FRAMEWORK

Control activitiesControl environment

Orderly conduct of business Adherence to internal policies and laws Safeguarding assets Preventiondetection of fraud Accuracycompleteness of accounting records Quality of information and reporting

Purposes

Objectives

Natureextent ofrisks

Acceptable risks

Likelihood risksmaterialise

Ability to reducerisks

Costsbenefits ofcontrols

Changes in riskconditions

Control systems and risks

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 34

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 35

Costs gt benefits Human errorFraud Employee collusion

Managementbypass

Designed for routinetransactions

Depend on methodof data processing

LIMITATIONS OF CONTROLS

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 35

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Enterprise risk management (ERM)ERM is framework suggested by COSO for dealingwith risk It is a fundamental process operated atorganisation level that helps staff understand risksresponsibilities and authority levels ERM should

Apply in strategy setting Apply in all areas and over whole organisation Identify events affecting entity Manage risk according to risk appetite Provide reasonable assurance Support organisational objectives

Align risk appetite and strategy Link growth risk and return Choose best risk response Minimise surprises and losses Manage risks over whole organisation Allows organisation to seize opportunities

ERM benefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 36

4 Internal control systemsPage 37

Internal EnvironmentObjective Setting

Event IdentificationRisk AssessmentRisk Response

Control ActivitiesInformation amp Communication

Monitoring

STRATEGIC

OPERATIONS

REPORTING

COMPLIANCE

ENTITY LEVELDIVISION

BUSINESS UNITSUBSIDIARY

COSOs Enterprise Risk Management framework

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 37

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Objectives Risk links Compatibility Control mixHuman

resources

Framework Review Information

ASSESSMENT

Feedback Costsbenefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 38

5 Risk attitudes and internal environment

Topic List

Risk attributes

Stakeholders and risk

Internal environment

Risk management responsibilities

Objective setting

This chapter covers the underlying factors that helpdetermine how organisations respond to the risks theyface These factors include attitudes to risk theenvironment and culture and the organisational structureincluding responsibilities for dealing with risks

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 39

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Emotional satisfaction

Risk-averse or risk-seeking

Riskreturn

Size Structure Development Past experience Focus on avoiding

risk

Organisational influences

Shareholder requirements

Personal views

Risk attributes

National influences Government protection

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 40

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

5 Risk attitudes and internal environment Page 41

RISK

CONCERNS

Dividend impact Capital gain impact Dependent on their risk appetitediversification Threat to repayment Security imposed Threat of other debts Job threats Health and safety worries Ability to take action Losses on sales Unwilling credit suppliers Disruption of relationships Delivery failures Lack of value Poor quality Poor employment policies Adverse impact on the environment

Debt providers

Wider community

Suppliers

Shareholders

Employees

Customers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 41

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Internalcontrol environmentThe control environment is the attitude awareness andactions of management in relation to internal controls providing the background for the operation of other controls

Risk management philosophy Risk appetite Integrity Ethics Organisational environment

Risk environment

Managements philosophy and operating style Control culture Organisational structure Methods of imposing control Integrity ethical values and competence

Elements of internal environment

Clear risk management strategies Culturecode of conductHRMreward systems support

objectives and risk limitation Senior management commitment to competence

integrity and trust Clear authority and responsibility Communication procedures Staff have knowledge skills and tools

Strong internal environment

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 42

5 Risk attitudes and internal environment Page 43

Embedding risk awarenessRisk assessment should evolve into a consistent activityembedded across all processes focus on

Threats to shareholdersstakeholders (future growthopportunitiescore business)

Consistent action-orientated risk assessment

Internal communications programme Training Involvement in risk identification Incentives Key personnel persuasion Infrastructure support

Changing risk culture Definitions and objectives Regulatory requirements Links to strategic decision-making Key areas Risk classification Risk responsibilities Important controls Assurance reporting Training

Risk policy statement

Risk registerFormal collection of risk and response informationRegister lists and prioritises risks and specifiesresponsible individuals and action taken

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 43

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Board

Senior managers

Internal audit

External audit

Line managers

Staff

Determines risk management strategy and monitors overall risks setsand reviews internal control

Build on overall framework specifying risk management methods andco-ordinate responses may staff risk management group

Audit risk management processkey risk area controls

Audit risk areas that impact materially on financial statements

Identify and evaluate risks in their areas use performanceindicators for monitoring implement responses

Follow risk management procedures have good understandingreport dangers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 44

5 Risk attitudes and internal environment Page 45

Risk committeeCommittee of directors separate from auditcommittee responsible for monitoring andsupervising risk identification and management

Can be staffed by executive directors Allows audit committee to concentrate on

financial risks

Risk management personnelRisk specialist ndash consultant called in to advise on particularaspects of risk management

Risk manager ndash employee with specific responsibility fordealing appropriately with risks

Risk management function ndash employees in largerorganisations

Determine risk managementstrategypolicy

Review reports on risk Monitor overall exposure Monitor changes in circumstances Assess effectiveness of RM systems Review statement on internal control

Role of RM committee

Helping determine risk management strategies Champions of risk management Building risk awareness culture Establishing risk policy and structures Developing and reviewing risk management processes Co-ordinating functional responses Preparing report for boardshareholders

Role of RM function

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 45

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

MissionA general objective visionary often unwritten andvery open-ended without any time limit for achievement

Strategic ndash high level goals support mission Operational ndash effectiveness and efficiency Reporting ndash reliability Compliance ndash with applicable laws

COSO model

Profitability Market share Growth Cash flow Customer satisfaction Quality Added value

Corporate objectives

Objective setting and riskStrategic objectives and mission will influence riskmanagement

However businesses should also determine riskappetite (willingness to take risks) and riskstrategy

These in turn should influence business objectivesBusinesses should take a portfolio view of riskslooking at relevant risks over the whole organisation

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 46

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 8: 2015 bpp p1 passcards

Definition Main issuesStakeholdersAgencyConcepts

1 Scope of corporate governancePage 3

Fairness Take into account all stakeholders with legitimate interestsTransparency Openness disclosure in financial statements press releases websitesIndependence Being free from constraints or influences that would prevent a correct course of

action being takenInnovation Recognise that the needs of businesses and stakeholders can change over timeScepticism NEDs auditors and audit committees should adopt an air of scepticism and an

enquiring mindProbity Truth-tellingnot misleadingResponsibility Management responsible for organisation means of corrective action and

penalising mismanagementAccountability Directors and companies answerable for consequences of actions to shareholders

professionals to values public sector to stakeholders Reputation Jeopardised by poor risk managementcorporate governance ethical behaviour

may impact commerciallyJudgement Taking decisions that enhance organisationrsquos prosperityIntegrity Straightforward dealing honesty and completeness basis of trust

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 3

Definition Main issuesStakeholdersAgencyConcepts

Agency Agency in corporate governanceAgency is acting on behalf of another (principal) indealing with others

Agency costs are the monies and resourcesexpended by principal in monitoring agent

Accountability Fiduciary duty (trust and care) Personal performance Obedience Skill No conflict of interest Confidentiality Handing over benefits

Agentrsquos responsibilities

Directors (agents) run company on behalf ofshareholders (principals)

Agency problem ndash how to prevent directors excessivelyrewarding themselves underperforming

Main solution is to link reward with companyperformance

Profit related pay Shares Share option plans

Transaction costs theoryCompanies seek to keep business dealings in-housemanagers act opportunistically in their own interests

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 4

Definition Main issuesStakeholdersAgencyConcepts

1 Scope of corporate governancePage 5

Stakeholder theoryA broad range of stakeholders have claims on anorganisation StockholderShareholder view thatcompany just responsible to shareholders iswrong as modern corporations are very large andsocialpoliticallegal impact is therefore great

Instrumental view ndash mainly economicresponsibilities with aim of maximising profits

Normative view ndash ethicalphilanthropicresponsibilities as well as economiclegal

StakeholdersStakeholders are groups or individuals whoseinterests can affect or are directly affected by theactivities of a firm or organisation

Stakeholder power mappingLevel of interest

D

Power

Low High

Low

HighC

BA

A minimal effortB keep informed as can influence more powerful stakeholdersC keep satisfiedD strategy must be acceptable

Corporate governance accommodates views Repositioning of stakeholders Identify change blockersfacilitators Assess legitimacyurgency

Results of mapping

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 5

StakeholdersDefinition Main issuesAgencyConcepts

Proximity to organisationInternal ndash employeesmanagement

Connected ndash shareholders customers supplierslenders trade unions competitors

External ndash government local government publicpressure groups opinion leaders

Active and passive stakeholdersActive ndash seek to participate in organisationsactivities (managers shareholders regulatorspressure groups)

Passive ndash donrsquot seek to participate in policy-making(shareholders local communities government)

Primary and secondary stakeholders

Narrow and wide stakeholders

Primary ndash need participation to continue as goingconcern (customers suppliers government)

Secondary ndash their ceasing to participate wonrsquot affectcontinued existence (government managers)

Narrow ndash most affected by organisationrsquos strategy(shareholders employees suppliers major customers)

Wide ndash less affected by organisationrsquos strategy(government less significant customers community)

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 6

1 Scope of corporate governancePage 7

Voluntary and involuntary stakeholdersVoluntary ndash those who of their own choice haveinvolvement with the organisation ndash employeescustomers suppliers shareholders

Involuntary ndash engage with the organisation withoutchoosing to do so ndash neighbours wider public Knowledge of stakeholders

Known ndash Existence known to organisation

Unknown ndash Existence unknown to organisation(wildlife communities affected by suppliers)

Direct ndash stakeholders know effecthow affected by

Indirect ndash unaware of claims or cannot express themdirectly

Legitimacy of stakeholders

Recognition of stakeholders

Legitimate ndash valid claims

Illegitimate ndash invalid claims

Who decides legitimacy Basis

Recognised ndash Managers consider interests and viewswhen deciding strategy

Unrecognised ndash Managers dont consider claims whendeciding strategy

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 7

Definition Main issuesStakeholdersAgencyConcepts

Secretary

Customers

Suppliers

Employees

Executive full-time managers non-executive monitoring

Arranges board meetings plans agenda deals with documents and registers generaladministration reports to chairman

Concerned with impact of board upon position supervise and co-ordinateimplementation of business strategy and risk management provide data for board

Commitment interest in pay and conditions need to implement control systems adoptculture and provide feedback

Pay and working conditions concerned with poor board communication lax risk andcontrol environment can be used to harness employee support

Co-operation needed for just-in-time supply poor payment record leads to creditrestriction and poor service

Increased expectations power to shop elsewhere ability to make views known ethicalrequirements

Directors

Sub-board management

Trade unions

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 8

1 Scope of corporate governancePage 9

Highlight governance and reporting issues independence required to supplyconfidence in information need for audit committee to reinforce position

Establish rules and standards carry out inspections May be enforcement costs orregulatory capture domination of regulator by regulated

Establish overall climate encourage private shareholdings provide subsidiesnationalise poorly performing industries run public sector organisations

Companies raise money investors transfer shares supply data about companyvalue and provide regulatory framework for governance

Can influence prices avoid speculative shares want short-term profits can influencecompanies through meetings and voting able to take direct action if dissatisfied

Hold small numbers of shares in companies trusts and funds Likely to beundiversified and concerned with information asymmetry

Services from public sector aid from charities

Provide funds to charities want them well-spent

External auditors

Regulators

Government

Stock exchanges

Institutional investors

Small investors

RecipientsDonors

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 9

Definition Main issuesStakeholdersAgencyConcepts

Duties of directorsCorporate governance guidelines reinforce legal andfiduciary duties to act in companyrsquos best interestsuse powers for proper purpose avoid conflicts ofinterest and exercise duty of care

Accounting and auditingGreater transparency and reliability of accountsdecreasing investor risks Tougher auditing standardsand requirements for auditors to avoid conflicts ofinterest

Board supervisionNeed for board to meet regularly to consider effectivelyorganisationrsquos activities risks and control systems

Directors remuneration

Corporate social responsibility

Board compositionNeed to avoid domination by single individualsmallgroup of executive directors

Builds on stakeholders debate what responsibilitiesshould organisation and board fulfil

Directors being paid undeserved and excessiveremuneration and bonuses Allegations that directorshave been rewarded for making losses

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 10

2 Approaches to corporate governance

Topic List

Development of guidance

Basis of guidance

Major governance codes

Sarbanes-Oxley

Corporate social responsibility

Public sector governance

In this chapter we summarise the factors that haveinfluenced the ways corporate governance hasdeveloped including the important rules v principlesdebateYou may be asked about these in part (a) of aquestion before you consider specific corporategovernance arrangements later in the question We alsogive details of the major worldwide codes particularlythose that have international impact

Corporate social responsibility is a major topic in thisexam and the themes we cover here and in Chapter 11will occur in many questions

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 11

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Internationalisation

Governance development

Investor treatment Financial reportingweaknesses

Individual countrycharacteristics

Corporate scandals

Openness Integrity Accountability

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 12

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

2 Approaches to corporate governancePage 13

Basis ofguidance

Principles-based approachMost corporate governance codes use a principles-based approach with broad guidelines supplemented bylimited specific requirements Encourage companies tocomply or explain

Rules-based approachRules-based approach focuses on regulations andtargets that must be met without any leeway It should beeasy to ascertain compliance but in practice there maybe questionable situations which are not fully covered bythe rules

Fulfil strategic objectives Reinforce governance regulation Minimise risk Promote ethical behaviour Underpin investor confidence Fulfil stakeholder responsibilities Establish management accountability Maintain NEDauditor independence Provide accurate reporting

Encourage owner involvement

Direct behaviour

Key Principles

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 13

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Insider systemsMost companies listed on stock exchange are controlledby a few individuals for example family companies

Avoids inflexible rules Less burdensome Allows scope for development Comply or explain Emphasis on investor judgement

Advantages of principles

Outsider systemsShareholdings are widely dispersed managerownerseparation

Strong owner-manager linksLonger-term viewDiscrimination v minorityLack of monitoringgovernance

Robust governance regimeHostile takeover threat constrains managementAgency problemShort-term priorities

AdvantagesDisadvantages

Insider Outsider

Principles too broad Lack of consistency Confusion over what is compulsory Companies treat as non-binding Markets dont understand disclosures

Problems with principles

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 14

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyBasis ofguidance

2 Approaches to corporate governancePage 15

Majorgovernance codes

OECD principles

Shareholderstakeholder rights Equitable treatment of all shareholders Stakeholders rights protected Timelyaccurate disclosure of material matters Board responsible for strategy and monitoring

PrinciplesICGN reportInternational Corporate Governance Network hasprovided practical guidance for boards to operateefficiently and compete for scarce capital

Organisation for Economic Co-operation andDevelopment produced non-binding principles toaddress the interests of global investors Companiesshould work towards achieving principles andprinciples are guidelines for individual countries todevelop own codes

UK Corporate Governance CodeCode derived originally from Cadbury Greenbury andHampel reports supplemented by

Turnbull report ndash risk and internal control Smith report ndash audit committees Higgs report ndash non-executive directors

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 15

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

The non-audit services auditors can provide aresignificantly restricted and auditors are subject tovarious other rules

Compulsory partner rotation

Retention of audit papers

Quality control standards

Review internal control systems

Sarbanes-OxleyThe Sarbanes-Oxley Act was a response to thecollapse of Enron one of Americas biggest companiesThe Act is more prescriptive than codes in otherjurisdictions impacting on review of controlsdisclosures audits ethics and directorsrsquo share trading

Lack of transparency in accounts Non-executive directors weak Lack of external audit scrutiny Directorsrsquo use of inside information Dishonesty and law-breaking

Weaknesses at Enron

Corporate responsibilityChief executivechief finance officer certify

Appropriateness of accounts

Accounts fairly reflect operations and financialcondition

If accounts have to be restated they forfeit theirbonuses

Auditing requirements

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 16

2 Approaches to corporate governancePage 17

Audit committeesEvery listed company should have an auditcommittee consisting of independent directors withmember(s) with financial expertise Audit committeeshould be responsible for

Appointment compensation and oversight ofauditors

Discussing key accounting policies with auditors Setting up complaints mechanisms

Internal control reports (s404)Annual accounts must contain internal control reportsthat

State management responsibility for controlstructurefinancial reporting procedures

Assess effectiveness of control structurefinancialreporting procedures (with audit report)

State whether code of conduct for senior financialofficers has been adopted

Whistleblowing Off-balance sheet transactionsEmployeesauditors will be granted whistleblowingprotection if they disclose private employerinformation to parties involved in a fraud claim

There should be appropriate disclosure of material off-balance sheet transactions

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 17

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Carrolls modelFour levels of responsibilities

Economic ndash shareholdersemployeescustomers Legal ndash comply with laws Ethical ndash act in fair and just way Philanthropic ndash generosity to employees

community

Collaboration time-consuming and expensive Culture clashes with certain stakeholders Collaboration on some issues conflict on

others Lack of consensus between different

stakeholders

Problems with stakeholder view

CSR and stakeholdersBusinesses benefit from goodwill and other aspectsof society and therefore owe those particularlyaffected by their activities certain duties in return

Significance of responsibilityLarge businesses in particular face expectations thatthey will act in a socially responsible fashion

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 18

2 Approaches to corporate governancePage 19

Ownership responsibilitiesBy buying shares shareholders buy a responsibility toensure that company is managed efficiently and in waysconsistent with public welfare Responsibilities of institu-tional shareholders have been stressed institutionalshareholders large shareholdings meaning theyshould be actively involved and pressure managers

Shareholders with small holdings arenrsquotinfluential

Shareholders can easily dispose of shares andthis loosens feelings of obligation

Ownership view problems

Objectives

Mission statements

Ethical codes

Governance codes

Stakeholder board representation

Corporate social reporting

Impact of CSR

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 19

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Public sector Private sector Charitable status NGOsquasi NGOs

Purposes and objectives Public service Profit Relief of povertyresearch etc

As defined by owners

Performance Central regulation Financial reportingstandards

SORP Set outcomes

Ownership Government Partnersshareholders

Donors Government

Stakeholders (including lobby groups)

The public centralgovernmentservice users

Shareholdersregulators taxationauthorities

Service users Governmentlobbying groups

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 20

3 Corporate governance practiceand reporting

Topic List

Role of board

Board membership

Non-executive directors

Directors remuneration

Stakeholder relationships

Reporting

Corporate governance practice is a key area in thissyllabus and you can expect to be asked whether anorganisation is following good practice The role andactivities of the board will be significant elements inmany questions How corporate governance practiceserves the interests of stakeholders will also beimportant

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 21

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Scope of boards roleThe board should have a formal schedule of mattersreserved to it for decisions Board is also responsiblefor overseeing strategy monitoring risk controlsystems and management and ensuring effectivecommunication

Maximise talent pool Broader range of knowledge Access stakeholder constituencies Greater independence Corporate citizen

Advantages of diversity

Legal responsibilities Avoidance of conflict of interest Time limits on appointments Limits on service contracts Retirement by rotation Insider dealing

Legal and regulatory frameworks

Nomination of directorsNomination committee should oversee appointmentsand make recommendations to the board Needs toconsider

Executivesnon-executives Gaps in current boards skills Expanding board diversity (age gender race

ethnicity education background) Continuity and succession planning

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 22

3 Corporate governance practice and reportingPage 23

CPD and appraisalsAll board members should have training coveringstrategy management legal responsibilities andcompany related issues

There should be annual appraisals of the performanceof the whole board and of individual directors

Performance against objectives Contribution to strategyenvironment Response to problems Considering right matters Communication Effectiveness of board committees Quality of feedback Adequacy of decision-making

Board appraisal

Advantages of multi-tier boards

Supervisorssupervised separationDeters management fraudBetter links with stakeholdersBetter use of non-executive time

Disadvantages of multi-tier boards

Lack of accountabilityDont receive information from managersSupervisory board decision-making restrictedLess effective at questioning managers

Companies in some countries are run by two or moreboards often with supervisorymanagement role split

Multi-tier boards

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 23

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board membershipCompanies need to consider optimumsize balance of executive and non-executive directors and diversity ofmembership

Division of responsibilitiesNo one individual should have unfettered control Ideally chairman andchief executive should be different people if not there should be a strongindependent element on the board with a recognised senior member

Board committeesBoard committees supervise specificareas doesnt absolve main boardfrom overall responsibilities Keycommittees

Nomination (this chapter)

Audit (Chapter 8)

Remuneration (this chapter)

Risk management (Chapter 5)

Strategic development

Investment analysis

Risk management

Recommendations toboard committees

Control systemsenforcement

Responsibilities of CEO

Running board

Accurate board information

Shareholder communication(Chairmans Statement)

New director induction

Board appraisal

Board development

Signing off accounts

Responsibilities of chairman

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 24

3 Corporate governance practice and reportingPage 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Number of NEDsUSAUK ndash Independent NEDs at least half of boardothers ndash sufficient for views to carry weight

Independence of NEDs No businessfinancialother connection No share optionspensions Appointment for specified term Ability to take independent advice

Advantages of NEDs

External experience and knowledgeWider perspectiveComfort for investorsConfidantenablerBoard members but objective

Disadvantages of NEDs

IndependenceRestricted recruitmentDifficult to impose viewsCanrsquot prevent problemsLimited time

Non-executive directors (NEDs)NEDs have no executive (managerial) responsibilitiesThey should provide balance and help to reduceconflict between executive directors and shareholdersMajority of NEDs should be independent

Role Strategy Scrutiny

Risk management Board personnel

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Service contractsIf service contracts are too long premature terminationmay mean significant payments Service contractsshouldnt be gt12 months normally

Remuneration committeeCommittee of independent NEDs determining

Remuneration policy Specific remuneration packages

PrinciplesUKs Greenbury committee suggests

Directors remuneration set by independent boardmembers

Bonuses related to measurable performanceenhancedlong-term shareholder value

Full transparency in annual accounts

Remuneration statementConsider and disclose

Remuneration policy Arrangements for individual directorsConsider allowing members to vote onremuneration statement in accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 26

3 Corporate governance practice and reportingPage 27

Elements of remuneration packageBasic salary ndash in contract of employment

Performance-related bonuses ndash limited possiblyto maximum of pay shouldnt be given fortransactions or if excessive risks taken

Shares ndash granted on condition cant be sold

Share options ndash purchased at specified exerciseprice encouragement to improve companysperformance and hence share prices options(and shares) to be held for certain length of time

Benefits-in-kind ndash is cost excessive and howcomparable are they with what employees aregiven

Pensions ndash best practice to make only basicsalary pensionable

Need to attract and retain directors Interests of stakeholders Weighting and phasing of different parts of package Directormanager differentials Impact of directormanager resigning Performance measures

Factors affecting remuneration levels

Variety of financialnon-financial measures Focus on current not historic performance Avoid short-termism Reward individual effort

Performance measures

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 27

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Relationships with stakeholdersOECD stresses role of

Employees Creditors Suppliers Investors Government

Position of stakeholders should be

Protected by law Enhanced by participation (eg employees share

ownership profit-sharing arrangements seat onboard)

Relationships with shareholdersDirectors should be required to submit to regular re-election (every yearevery three years) Boards shouldconsider relationships with all shareholders particularlyinstitutional shareholders Annual general meetings nor-mal part of calendar other general meetings discussissues of immediateserious concern

Proxy votingMyners report recommends

Clear agreements between beneficial ownersand investment managers

Stock lending shouldnt happen Electronic voting Poll (including proxies) for all resolutions

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 28

3 Corporate governance practice and reportingPage 29

Annual general meetings

Notice gt 20 daysbefore

Businesspresentation

Question andanswer sessions

Shareholders vote onsubstantiallyseparate issues

Shareholders vote onreport and accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 29

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board composition directors NEDs evaluationof board performance

Committee reports Relations with auditors and shareholders Review of internal controls Going concern Sustainability reporting Business review

Major disclosuresReportingLondon Stock Exchange requires

Narrative statement of how principles in UKCorporate Governance Code have been applied

Statement of compliancedetails of reasons fornon-compliance

Voluntary disclosuresDisclosures above statutorybest practice minimumDisclosures should follow certain principles

Planned process Transparency in disclosures made Consultation with users All relevant information considered Disclosures subject to review

Wider information provision Different forms of information Greater assurance about management Reflect investor interests

Benefits

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 30

4 Internal control systems

Topic List

Control systems

Nature of risks

Control framework

Control limitations

Enterprise risk management

Assessment of systems

In this chapter we look at the key elements of soundcontrol systems The overall environment and ethos oforganisation is as important as the specific proceduresThe risks organisations face should have a significantimpact upon the control frameworks they adoptYou mayneed to assess the effectiveness of control systems andthe difficulties of implementing sound systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 31

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Internal management control

Cybernetic control system

Management planning organising and directing sothat organisational objectives are achievedTurnbull report listed key aims Facilitate effective and efficient operation Ensure quality of reporting Ensure compliance with laws and regulations

Process of control within system

Identification of system objectives Setting targets for system objectives Measuring system achievementsoutputs Comparing achievements with targets Identifying corrective action Implementing corrective action

Embedded in operations Form part of culture Capable of quick response

Characteristics of control systems

Ease of targetachievement

Qualitativequantitativemeasures

Shortlong-termmeasures

Consistency ofmeasures

Managementintervention

Automatic controlmechanisms

Reliance on socialrelationships

Features of control systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 32

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 33

Risk classificationRisks can be classified in various waysFundamental ndash affects society in generalParticular ndash individual in controlSpeculative ndash good or bad consequencesPure ndash only outcomes harmful

Risk and uncertaintyUncertainty means possible outcomes andor chancesof each occurring are unknown

Risk and corporate governanceCorporate governance reports aim to addressshareholder concerns that directors are notachieving adequate returns for risks incurred andprovide mechanisms for controlling directors whoare taking excessive risks Directors responsibilityfor monitoring and disclosing risk management isstressed

Predictability of cash flows Limitation of effects of bad events Increased shareholder confidence Weigh costs

Benefits of risk management

Risk and returnBusinesses have to take some risks to trade(entrepreneurship) Businesses may tolerate higherrisk levels provided they receive higher returns

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 33

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

CONTROL FRAMEWORK

Control activitiesControl environment

Orderly conduct of business Adherence to internal policies and laws Safeguarding assets Preventiondetection of fraud Accuracycompleteness of accounting records Quality of information and reporting

Purposes

Objectives

Natureextent ofrisks

Acceptable risks

Likelihood risksmaterialise

Ability to reducerisks

Costsbenefits ofcontrols

Changes in riskconditions

Control systems and risks

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 34

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 35

Costs gt benefits Human errorFraud Employee collusion

Managementbypass

Designed for routinetransactions

Depend on methodof data processing

LIMITATIONS OF CONTROLS

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 35

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Enterprise risk management (ERM)ERM is framework suggested by COSO for dealingwith risk It is a fundamental process operated atorganisation level that helps staff understand risksresponsibilities and authority levels ERM should

Apply in strategy setting Apply in all areas and over whole organisation Identify events affecting entity Manage risk according to risk appetite Provide reasonable assurance Support organisational objectives

Align risk appetite and strategy Link growth risk and return Choose best risk response Minimise surprises and losses Manage risks over whole organisation Allows organisation to seize opportunities

ERM benefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 36

4 Internal control systemsPage 37

Internal EnvironmentObjective Setting

Event IdentificationRisk AssessmentRisk Response

Control ActivitiesInformation amp Communication

Monitoring

STRATEGIC

OPERATIONS

REPORTING

COMPLIANCE

ENTITY LEVELDIVISION

BUSINESS UNITSUBSIDIARY

COSOs Enterprise Risk Management framework

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 37

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Objectives Risk links Compatibility Control mixHuman

resources

Framework Review Information

ASSESSMENT

Feedback Costsbenefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 38

5 Risk attitudes and internal environment

Topic List

Risk attributes

Stakeholders and risk

Internal environment

Risk management responsibilities

Objective setting

This chapter covers the underlying factors that helpdetermine how organisations respond to the risks theyface These factors include attitudes to risk theenvironment and culture and the organisational structureincluding responsibilities for dealing with risks

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 39

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Emotional satisfaction

Risk-averse or risk-seeking

Riskreturn

Size Structure Development Past experience Focus on avoiding

risk

Organisational influences

Shareholder requirements

Personal views

Risk attributes

National influences Government protection

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 40

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

5 Risk attitudes and internal environment Page 41

RISK

CONCERNS

Dividend impact Capital gain impact Dependent on their risk appetitediversification Threat to repayment Security imposed Threat of other debts Job threats Health and safety worries Ability to take action Losses on sales Unwilling credit suppliers Disruption of relationships Delivery failures Lack of value Poor quality Poor employment policies Adverse impact on the environment

Debt providers

Wider community

Suppliers

Shareholders

Employees

Customers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 41

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Internalcontrol environmentThe control environment is the attitude awareness andactions of management in relation to internal controls providing the background for the operation of other controls

Risk management philosophy Risk appetite Integrity Ethics Organisational environment

Risk environment

Managements philosophy and operating style Control culture Organisational structure Methods of imposing control Integrity ethical values and competence

Elements of internal environment

Clear risk management strategies Culturecode of conductHRMreward systems support

objectives and risk limitation Senior management commitment to competence

integrity and trust Clear authority and responsibility Communication procedures Staff have knowledge skills and tools

Strong internal environment

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 42

5 Risk attitudes and internal environment Page 43

Embedding risk awarenessRisk assessment should evolve into a consistent activityembedded across all processes focus on

Threats to shareholdersstakeholders (future growthopportunitiescore business)

Consistent action-orientated risk assessment

Internal communications programme Training Involvement in risk identification Incentives Key personnel persuasion Infrastructure support

Changing risk culture Definitions and objectives Regulatory requirements Links to strategic decision-making Key areas Risk classification Risk responsibilities Important controls Assurance reporting Training

Risk policy statement

Risk registerFormal collection of risk and response informationRegister lists and prioritises risks and specifiesresponsible individuals and action taken

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 43

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Board

Senior managers

Internal audit

External audit

Line managers

Staff

Determines risk management strategy and monitors overall risks setsand reviews internal control

Build on overall framework specifying risk management methods andco-ordinate responses may staff risk management group

Audit risk management processkey risk area controls

Audit risk areas that impact materially on financial statements

Identify and evaluate risks in their areas use performanceindicators for monitoring implement responses

Follow risk management procedures have good understandingreport dangers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 44

5 Risk attitudes and internal environment Page 45

Risk committeeCommittee of directors separate from auditcommittee responsible for monitoring andsupervising risk identification and management

Can be staffed by executive directors Allows audit committee to concentrate on

financial risks

Risk management personnelRisk specialist ndash consultant called in to advise on particularaspects of risk management

Risk manager ndash employee with specific responsibility fordealing appropriately with risks

Risk management function ndash employees in largerorganisations

Determine risk managementstrategypolicy

Review reports on risk Monitor overall exposure Monitor changes in circumstances Assess effectiveness of RM systems Review statement on internal control

Role of RM committee

Helping determine risk management strategies Champions of risk management Building risk awareness culture Establishing risk policy and structures Developing and reviewing risk management processes Co-ordinating functional responses Preparing report for boardshareholders

Role of RM function

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 45

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

MissionA general objective visionary often unwritten andvery open-ended without any time limit for achievement

Strategic ndash high level goals support mission Operational ndash effectiveness and efficiency Reporting ndash reliability Compliance ndash with applicable laws

COSO model

Profitability Market share Growth Cash flow Customer satisfaction Quality Added value

Corporate objectives

Objective setting and riskStrategic objectives and mission will influence riskmanagement

However businesses should also determine riskappetite (willingness to take risks) and riskstrategy

These in turn should influence business objectivesBusinesses should take a portfolio view of riskslooking at relevant risks over the whole organisation

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 46

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 9: 2015 bpp p1 passcards

Definition Main issuesStakeholdersAgencyConcepts

Agency Agency in corporate governanceAgency is acting on behalf of another (principal) indealing with others

Agency costs are the monies and resourcesexpended by principal in monitoring agent

Accountability Fiduciary duty (trust and care) Personal performance Obedience Skill No conflict of interest Confidentiality Handing over benefits

Agentrsquos responsibilities

Directors (agents) run company on behalf ofshareholders (principals)

Agency problem ndash how to prevent directors excessivelyrewarding themselves underperforming

Main solution is to link reward with companyperformance

Profit related pay Shares Share option plans

Transaction costs theoryCompanies seek to keep business dealings in-housemanagers act opportunistically in their own interests

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 4

Definition Main issuesStakeholdersAgencyConcepts

1 Scope of corporate governancePage 5

Stakeholder theoryA broad range of stakeholders have claims on anorganisation StockholderShareholder view thatcompany just responsible to shareholders iswrong as modern corporations are very large andsocialpoliticallegal impact is therefore great

Instrumental view ndash mainly economicresponsibilities with aim of maximising profits

Normative view ndash ethicalphilanthropicresponsibilities as well as economiclegal

StakeholdersStakeholders are groups or individuals whoseinterests can affect or are directly affected by theactivities of a firm or organisation

Stakeholder power mappingLevel of interest

D

Power

Low High

Low

HighC

BA

A minimal effortB keep informed as can influence more powerful stakeholdersC keep satisfiedD strategy must be acceptable

Corporate governance accommodates views Repositioning of stakeholders Identify change blockersfacilitators Assess legitimacyurgency

Results of mapping

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 5

StakeholdersDefinition Main issuesAgencyConcepts

Proximity to organisationInternal ndash employeesmanagement

Connected ndash shareholders customers supplierslenders trade unions competitors

External ndash government local government publicpressure groups opinion leaders

Active and passive stakeholdersActive ndash seek to participate in organisationsactivities (managers shareholders regulatorspressure groups)

Passive ndash donrsquot seek to participate in policy-making(shareholders local communities government)

Primary and secondary stakeholders

Narrow and wide stakeholders

Primary ndash need participation to continue as goingconcern (customers suppliers government)

Secondary ndash their ceasing to participate wonrsquot affectcontinued existence (government managers)

Narrow ndash most affected by organisationrsquos strategy(shareholders employees suppliers major customers)

Wide ndash less affected by organisationrsquos strategy(government less significant customers community)

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 6

1 Scope of corporate governancePage 7

Voluntary and involuntary stakeholdersVoluntary ndash those who of their own choice haveinvolvement with the organisation ndash employeescustomers suppliers shareholders

Involuntary ndash engage with the organisation withoutchoosing to do so ndash neighbours wider public Knowledge of stakeholders

Known ndash Existence known to organisation

Unknown ndash Existence unknown to organisation(wildlife communities affected by suppliers)

Direct ndash stakeholders know effecthow affected by

Indirect ndash unaware of claims or cannot express themdirectly

Legitimacy of stakeholders

Recognition of stakeholders

Legitimate ndash valid claims

Illegitimate ndash invalid claims

Who decides legitimacy Basis

Recognised ndash Managers consider interests and viewswhen deciding strategy

Unrecognised ndash Managers dont consider claims whendeciding strategy

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 7

Definition Main issuesStakeholdersAgencyConcepts

Secretary

Customers

Suppliers

Employees

Executive full-time managers non-executive monitoring

Arranges board meetings plans agenda deals with documents and registers generaladministration reports to chairman

Concerned with impact of board upon position supervise and co-ordinateimplementation of business strategy and risk management provide data for board

Commitment interest in pay and conditions need to implement control systems adoptculture and provide feedback

Pay and working conditions concerned with poor board communication lax risk andcontrol environment can be used to harness employee support

Co-operation needed for just-in-time supply poor payment record leads to creditrestriction and poor service

Increased expectations power to shop elsewhere ability to make views known ethicalrequirements

Directors

Sub-board management

Trade unions

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 8

1 Scope of corporate governancePage 9

Highlight governance and reporting issues independence required to supplyconfidence in information need for audit committee to reinforce position

Establish rules and standards carry out inspections May be enforcement costs orregulatory capture domination of regulator by regulated

Establish overall climate encourage private shareholdings provide subsidiesnationalise poorly performing industries run public sector organisations

Companies raise money investors transfer shares supply data about companyvalue and provide regulatory framework for governance

Can influence prices avoid speculative shares want short-term profits can influencecompanies through meetings and voting able to take direct action if dissatisfied

Hold small numbers of shares in companies trusts and funds Likely to beundiversified and concerned with information asymmetry

Services from public sector aid from charities

Provide funds to charities want them well-spent

External auditors

Regulators

Government

Stock exchanges

Institutional investors

Small investors

RecipientsDonors

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 9

Definition Main issuesStakeholdersAgencyConcepts

Duties of directorsCorporate governance guidelines reinforce legal andfiduciary duties to act in companyrsquos best interestsuse powers for proper purpose avoid conflicts ofinterest and exercise duty of care

Accounting and auditingGreater transparency and reliability of accountsdecreasing investor risks Tougher auditing standardsand requirements for auditors to avoid conflicts ofinterest

Board supervisionNeed for board to meet regularly to consider effectivelyorganisationrsquos activities risks and control systems

Directors remuneration

Corporate social responsibility

Board compositionNeed to avoid domination by single individualsmallgroup of executive directors

Builds on stakeholders debate what responsibilitiesshould organisation and board fulfil

Directors being paid undeserved and excessiveremuneration and bonuses Allegations that directorshave been rewarded for making losses

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 10

2 Approaches to corporate governance

Topic List

Development of guidance

Basis of guidance

Major governance codes

Sarbanes-Oxley

Corporate social responsibility

Public sector governance

In this chapter we summarise the factors that haveinfluenced the ways corporate governance hasdeveloped including the important rules v principlesdebateYou may be asked about these in part (a) of aquestion before you consider specific corporategovernance arrangements later in the question We alsogive details of the major worldwide codes particularlythose that have international impact

Corporate social responsibility is a major topic in thisexam and the themes we cover here and in Chapter 11will occur in many questions

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 11

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Internationalisation

Governance development

Investor treatment Financial reportingweaknesses

Individual countrycharacteristics

Corporate scandals

Openness Integrity Accountability

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 12

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

2 Approaches to corporate governancePage 13

Basis ofguidance

Principles-based approachMost corporate governance codes use a principles-based approach with broad guidelines supplemented bylimited specific requirements Encourage companies tocomply or explain

Rules-based approachRules-based approach focuses on regulations andtargets that must be met without any leeway It should beeasy to ascertain compliance but in practice there maybe questionable situations which are not fully covered bythe rules

Fulfil strategic objectives Reinforce governance regulation Minimise risk Promote ethical behaviour Underpin investor confidence Fulfil stakeholder responsibilities Establish management accountability Maintain NEDauditor independence Provide accurate reporting

Encourage owner involvement

Direct behaviour

Key Principles

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 13

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Insider systemsMost companies listed on stock exchange are controlledby a few individuals for example family companies

Avoids inflexible rules Less burdensome Allows scope for development Comply or explain Emphasis on investor judgement

Advantages of principles

Outsider systemsShareholdings are widely dispersed managerownerseparation

Strong owner-manager linksLonger-term viewDiscrimination v minorityLack of monitoringgovernance

Robust governance regimeHostile takeover threat constrains managementAgency problemShort-term priorities

AdvantagesDisadvantages

Insider Outsider

Principles too broad Lack of consistency Confusion over what is compulsory Companies treat as non-binding Markets dont understand disclosures

Problems with principles

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 14

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyBasis ofguidance

2 Approaches to corporate governancePage 15

Majorgovernance codes

OECD principles

Shareholderstakeholder rights Equitable treatment of all shareholders Stakeholders rights protected Timelyaccurate disclosure of material matters Board responsible for strategy and monitoring

PrinciplesICGN reportInternational Corporate Governance Network hasprovided practical guidance for boards to operateefficiently and compete for scarce capital

Organisation for Economic Co-operation andDevelopment produced non-binding principles toaddress the interests of global investors Companiesshould work towards achieving principles andprinciples are guidelines for individual countries todevelop own codes

UK Corporate Governance CodeCode derived originally from Cadbury Greenbury andHampel reports supplemented by

Turnbull report ndash risk and internal control Smith report ndash audit committees Higgs report ndash non-executive directors

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 15

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

The non-audit services auditors can provide aresignificantly restricted and auditors are subject tovarious other rules

Compulsory partner rotation

Retention of audit papers

Quality control standards

Review internal control systems

Sarbanes-OxleyThe Sarbanes-Oxley Act was a response to thecollapse of Enron one of Americas biggest companiesThe Act is more prescriptive than codes in otherjurisdictions impacting on review of controlsdisclosures audits ethics and directorsrsquo share trading

Lack of transparency in accounts Non-executive directors weak Lack of external audit scrutiny Directorsrsquo use of inside information Dishonesty and law-breaking

Weaknesses at Enron

Corporate responsibilityChief executivechief finance officer certify

Appropriateness of accounts

Accounts fairly reflect operations and financialcondition

If accounts have to be restated they forfeit theirbonuses

Auditing requirements

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 16

2 Approaches to corporate governancePage 17

Audit committeesEvery listed company should have an auditcommittee consisting of independent directors withmember(s) with financial expertise Audit committeeshould be responsible for

Appointment compensation and oversight ofauditors

Discussing key accounting policies with auditors Setting up complaints mechanisms

Internal control reports (s404)Annual accounts must contain internal control reportsthat

State management responsibility for controlstructurefinancial reporting procedures

Assess effectiveness of control structurefinancialreporting procedures (with audit report)

State whether code of conduct for senior financialofficers has been adopted

Whistleblowing Off-balance sheet transactionsEmployeesauditors will be granted whistleblowingprotection if they disclose private employerinformation to parties involved in a fraud claim

There should be appropriate disclosure of material off-balance sheet transactions

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 17

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Carrolls modelFour levels of responsibilities

Economic ndash shareholdersemployeescustomers Legal ndash comply with laws Ethical ndash act in fair and just way Philanthropic ndash generosity to employees

community

Collaboration time-consuming and expensive Culture clashes with certain stakeholders Collaboration on some issues conflict on

others Lack of consensus between different

stakeholders

Problems with stakeholder view

CSR and stakeholdersBusinesses benefit from goodwill and other aspectsof society and therefore owe those particularlyaffected by their activities certain duties in return

Significance of responsibilityLarge businesses in particular face expectations thatthey will act in a socially responsible fashion

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 18

2 Approaches to corporate governancePage 19

Ownership responsibilitiesBy buying shares shareholders buy a responsibility toensure that company is managed efficiently and in waysconsistent with public welfare Responsibilities of institu-tional shareholders have been stressed institutionalshareholders large shareholdings meaning theyshould be actively involved and pressure managers

Shareholders with small holdings arenrsquotinfluential

Shareholders can easily dispose of shares andthis loosens feelings of obligation

Ownership view problems

Objectives

Mission statements

Ethical codes

Governance codes

Stakeholder board representation

Corporate social reporting

Impact of CSR

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 19

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Public sector Private sector Charitable status NGOsquasi NGOs

Purposes and objectives Public service Profit Relief of povertyresearch etc

As defined by owners

Performance Central regulation Financial reportingstandards

SORP Set outcomes

Ownership Government Partnersshareholders

Donors Government

Stakeholders (including lobby groups)

The public centralgovernmentservice users

Shareholdersregulators taxationauthorities

Service users Governmentlobbying groups

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 20

3 Corporate governance practiceand reporting

Topic List

Role of board

Board membership

Non-executive directors

Directors remuneration

Stakeholder relationships

Reporting

Corporate governance practice is a key area in thissyllabus and you can expect to be asked whether anorganisation is following good practice The role andactivities of the board will be significant elements inmany questions How corporate governance practiceserves the interests of stakeholders will also beimportant

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 21

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Scope of boards roleThe board should have a formal schedule of mattersreserved to it for decisions Board is also responsiblefor overseeing strategy monitoring risk controlsystems and management and ensuring effectivecommunication

Maximise talent pool Broader range of knowledge Access stakeholder constituencies Greater independence Corporate citizen

Advantages of diversity

Legal responsibilities Avoidance of conflict of interest Time limits on appointments Limits on service contracts Retirement by rotation Insider dealing

Legal and regulatory frameworks

Nomination of directorsNomination committee should oversee appointmentsand make recommendations to the board Needs toconsider

Executivesnon-executives Gaps in current boards skills Expanding board diversity (age gender race

ethnicity education background) Continuity and succession planning

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 22

3 Corporate governance practice and reportingPage 23

CPD and appraisalsAll board members should have training coveringstrategy management legal responsibilities andcompany related issues

There should be annual appraisals of the performanceof the whole board and of individual directors

Performance against objectives Contribution to strategyenvironment Response to problems Considering right matters Communication Effectiveness of board committees Quality of feedback Adequacy of decision-making

Board appraisal

Advantages of multi-tier boards

Supervisorssupervised separationDeters management fraudBetter links with stakeholdersBetter use of non-executive time

Disadvantages of multi-tier boards

Lack of accountabilityDont receive information from managersSupervisory board decision-making restrictedLess effective at questioning managers

Companies in some countries are run by two or moreboards often with supervisorymanagement role split

Multi-tier boards

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 23

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board membershipCompanies need to consider optimumsize balance of executive and non-executive directors and diversity ofmembership

Division of responsibilitiesNo one individual should have unfettered control Ideally chairman andchief executive should be different people if not there should be a strongindependent element on the board with a recognised senior member

Board committeesBoard committees supervise specificareas doesnt absolve main boardfrom overall responsibilities Keycommittees

Nomination (this chapter)

Audit (Chapter 8)

Remuneration (this chapter)

Risk management (Chapter 5)

Strategic development

Investment analysis

Risk management

Recommendations toboard committees

Control systemsenforcement

Responsibilities of CEO

Running board

Accurate board information

Shareholder communication(Chairmans Statement)

New director induction

Board appraisal

Board development

Signing off accounts

Responsibilities of chairman

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 24

3 Corporate governance practice and reportingPage 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Number of NEDsUSAUK ndash Independent NEDs at least half of boardothers ndash sufficient for views to carry weight

Independence of NEDs No businessfinancialother connection No share optionspensions Appointment for specified term Ability to take independent advice

Advantages of NEDs

External experience and knowledgeWider perspectiveComfort for investorsConfidantenablerBoard members but objective

Disadvantages of NEDs

IndependenceRestricted recruitmentDifficult to impose viewsCanrsquot prevent problemsLimited time

Non-executive directors (NEDs)NEDs have no executive (managerial) responsibilitiesThey should provide balance and help to reduceconflict between executive directors and shareholdersMajority of NEDs should be independent

Role Strategy Scrutiny

Risk management Board personnel

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Service contractsIf service contracts are too long premature terminationmay mean significant payments Service contractsshouldnt be gt12 months normally

Remuneration committeeCommittee of independent NEDs determining

Remuneration policy Specific remuneration packages

PrinciplesUKs Greenbury committee suggests

Directors remuneration set by independent boardmembers

Bonuses related to measurable performanceenhancedlong-term shareholder value

Full transparency in annual accounts

Remuneration statementConsider and disclose

Remuneration policy Arrangements for individual directorsConsider allowing members to vote onremuneration statement in accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 26

3 Corporate governance practice and reportingPage 27

Elements of remuneration packageBasic salary ndash in contract of employment

Performance-related bonuses ndash limited possiblyto maximum of pay shouldnt be given fortransactions or if excessive risks taken

Shares ndash granted on condition cant be sold

Share options ndash purchased at specified exerciseprice encouragement to improve companysperformance and hence share prices options(and shares) to be held for certain length of time

Benefits-in-kind ndash is cost excessive and howcomparable are they with what employees aregiven

Pensions ndash best practice to make only basicsalary pensionable

Need to attract and retain directors Interests of stakeholders Weighting and phasing of different parts of package Directormanager differentials Impact of directormanager resigning Performance measures

Factors affecting remuneration levels

Variety of financialnon-financial measures Focus on current not historic performance Avoid short-termism Reward individual effort

Performance measures

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 27

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Relationships with stakeholdersOECD stresses role of

Employees Creditors Suppliers Investors Government

Position of stakeholders should be

Protected by law Enhanced by participation (eg employees share

ownership profit-sharing arrangements seat onboard)

Relationships with shareholdersDirectors should be required to submit to regular re-election (every yearevery three years) Boards shouldconsider relationships with all shareholders particularlyinstitutional shareholders Annual general meetings nor-mal part of calendar other general meetings discussissues of immediateserious concern

Proxy votingMyners report recommends

Clear agreements between beneficial ownersand investment managers

Stock lending shouldnt happen Electronic voting Poll (including proxies) for all resolutions

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 28

3 Corporate governance practice and reportingPage 29

Annual general meetings

Notice gt 20 daysbefore

Businesspresentation

Question andanswer sessions

Shareholders vote onsubstantiallyseparate issues

Shareholders vote onreport and accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 29

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board composition directors NEDs evaluationof board performance

Committee reports Relations with auditors and shareholders Review of internal controls Going concern Sustainability reporting Business review

Major disclosuresReportingLondon Stock Exchange requires

Narrative statement of how principles in UKCorporate Governance Code have been applied

Statement of compliancedetails of reasons fornon-compliance

Voluntary disclosuresDisclosures above statutorybest practice minimumDisclosures should follow certain principles

Planned process Transparency in disclosures made Consultation with users All relevant information considered Disclosures subject to review

Wider information provision Different forms of information Greater assurance about management Reflect investor interests

Benefits

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 30

4 Internal control systems

Topic List

Control systems

Nature of risks

Control framework

Control limitations

Enterprise risk management

Assessment of systems

In this chapter we look at the key elements of soundcontrol systems The overall environment and ethos oforganisation is as important as the specific proceduresThe risks organisations face should have a significantimpact upon the control frameworks they adoptYou mayneed to assess the effectiveness of control systems andthe difficulties of implementing sound systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 31

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Internal management control

Cybernetic control system

Management planning organising and directing sothat organisational objectives are achievedTurnbull report listed key aims Facilitate effective and efficient operation Ensure quality of reporting Ensure compliance with laws and regulations

Process of control within system

Identification of system objectives Setting targets for system objectives Measuring system achievementsoutputs Comparing achievements with targets Identifying corrective action Implementing corrective action

Embedded in operations Form part of culture Capable of quick response

Characteristics of control systems

Ease of targetachievement

Qualitativequantitativemeasures

Shortlong-termmeasures

Consistency ofmeasures

Managementintervention

Automatic controlmechanisms

Reliance on socialrelationships

Features of control systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 32

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 33

Risk classificationRisks can be classified in various waysFundamental ndash affects society in generalParticular ndash individual in controlSpeculative ndash good or bad consequencesPure ndash only outcomes harmful

Risk and uncertaintyUncertainty means possible outcomes andor chancesof each occurring are unknown

Risk and corporate governanceCorporate governance reports aim to addressshareholder concerns that directors are notachieving adequate returns for risks incurred andprovide mechanisms for controlling directors whoare taking excessive risks Directors responsibilityfor monitoring and disclosing risk management isstressed

Predictability of cash flows Limitation of effects of bad events Increased shareholder confidence Weigh costs

Benefits of risk management

Risk and returnBusinesses have to take some risks to trade(entrepreneurship) Businesses may tolerate higherrisk levels provided they receive higher returns

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 33

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

CONTROL FRAMEWORK

Control activitiesControl environment

Orderly conduct of business Adherence to internal policies and laws Safeguarding assets Preventiondetection of fraud Accuracycompleteness of accounting records Quality of information and reporting

Purposes

Objectives

Natureextent ofrisks

Acceptable risks

Likelihood risksmaterialise

Ability to reducerisks

Costsbenefits ofcontrols

Changes in riskconditions

Control systems and risks

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 34

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 35

Costs gt benefits Human errorFraud Employee collusion

Managementbypass

Designed for routinetransactions

Depend on methodof data processing

LIMITATIONS OF CONTROLS

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 35

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Enterprise risk management (ERM)ERM is framework suggested by COSO for dealingwith risk It is a fundamental process operated atorganisation level that helps staff understand risksresponsibilities and authority levels ERM should

Apply in strategy setting Apply in all areas and over whole organisation Identify events affecting entity Manage risk according to risk appetite Provide reasonable assurance Support organisational objectives

Align risk appetite and strategy Link growth risk and return Choose best risk response Minimise surprises and losses Manage risks over whole organisation Allows organisation to seize opportunities

ERM benefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 36

4 Internal control systemsPage 37

Internal EnvironmentObjective Setting

Event IdentificationRisk AssessmentRisk Response

Control ActivitiesInformation amp Communication

Monitoring

STRATEGIC

OPERATIONS

REPORTING

COMPLIANCE

ENTITY LEVELDIVISION

BUSINESS UNITSUBSIDIARY

COSOs Enterprise Risk Management framework

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 37

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Objectives Risk links Compatibility Control mixHuman

resources

Framework Review Information

ASSESSMENT

Feedback Costsbenefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 38

5 Risk attitudes and internal environment

Topic List

Risk attributes

Stakeholders and risk

Internal environment

Risk management responsibilities

Objective setting

This chapter covers the underlying factors that helpdetermine how organisations respond to the risks theyface These factors include attitudes to risk theenvironment and culture and the organisational structureincluding responsibilities for dealing with risks

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 39

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Emotional satisfaction

Risk-averse or risk-seeking

Riskreturn

Size Structure Development Past experience Focus on avoiding

risk

Organisational influences

Shareholder requirements

Personal views

Risk attributes

National influences Government protection

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 40

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

5 Risk attitudes and internal environment Page 41

RISK

CONCERNS

Dividend impact Capital gain impact Dependent on their risk appetitediversification Threat to repayment Security imposed Threat of other debts Job threats Health and safety worries Ability to take action Losses on sales Unwilling credit suppliers Disruption of relationships Delivery failures Lack of value Poor quality Poor employment policies Adverse impact on the environment

Debt providers

Wider community

Suppliers

Shareholders

Employees

Customers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 41

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Internalcontrol environmentThe control environment is the attitude awareness andactions of management in relation to internal controls providing the background for the operation of other controls

Risk management philosophy Risk appetite Integrity Ethics Organisational environment

Risk environment

Managements philosophy and operating style Control culture Organisational structure Methods of imposing control Integrity ethical values and competence

Elements of internal environment

Clear risk management strategies Culturecode of conductHRMreward systems support

objectives and risk limitation Senior management commitment to competence

integrity and trust Clear authority and responsibility Communication procedures Staff have knowledge skills and tools

Strong internal environment

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 42

5 Risk attitudes and internal environment Page 43

Embedding risk awarenessRisk assessment should evolve into a consistent activityembedded across all processes focus on

Threats to shareholdersstakeholders (future growthopportunitiescore business)

Consistent action-orientated risk assessment

Internal communications programme Training Involvement in risk identification Incentives Key personnel persuasion Infrastructure support

Changing risk culture Definitions and objectives Regulatory requirements Links to strategic decision-making Key areas Risk classification Risk responsibilities Important controls Assurance reporting Training

Risk policy statement

Risk registerFormal collection of risk and response informationRegister lists and prioritises risks and specifiesresponsible individuals and action taken

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 43

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Board

Senior managers

Internal audit

External audit

Line managers

Staff

Determines risk management strategy and monitors overall risks setsand reviews internal control

Build on overall framework specifying risk management methods andco-ordinate responses may staff risk management group

Audit risk management processkey risk area controls

Audit risk areas that impact materially on financial statements

Identify and evaluate risks in their areas use performanceindicators for monitoring implement responses

Follow risk management procedures have good understandingreport dangers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 44

5 Risk attitudes and internal environment Page 45

Risk committeeCommittee of directors separate from auditcommittee responsible for monitoring andsupervising risk identification and management

Can be staffed by executive directors Allows audit committee to concentrate on

financial risks

Risk management personnelRisk specialist ndash consultant called in to advise on particularaspects of risk management

Risk manager ndash employee with specific responsibility fordealing appropriately with risks

Risk management function ndash employees in largerorganisations

Determine risk managementstrategypolicy

Review reports on risk Monitor overall exposure Monitor changes in circumstances Assess effectiveness of RM systems Review statement on internal control

Role of RM committee

Helping determine risk management strategies Champions of risk management Building risk awareness culture Establishing risk policy and structures Developing and reviewing risk management processes Co-ordinating functional responses Preparing report for boardshareholders

Role of RM function

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 45

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

MissionA general objective visionary often unwritten andvery open-ended without any time limit for achievement

Strategic ndash high level goals support mission Operational ndash effectiveness and efficiency Reporting ndash reliability Compliance ndash with applicable laws

COSO model

Profitability Market share Growth Cash flow Customer satisfaction Quality Added value

Corporate objectives

Objective setting and riskStrategic objectives and mission will influence riskmanagement

However businesses should also determine riskappetite (willingness to take risks) and riskstrategy

These in turn should influence business objectivesBusinesses should take a portfolio view of riskslooking at relevant risks over the whole organisation

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 46

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 10: 2015 bpp p1 passcards

Definition Main issuesStakeholdersAgencyConcepts

1 Scope of corporate governancePage 5

Stakeholder theoryA broad range of stakeholders have claims on anorganisation StockholderShareholder view thatcompany just responsible to shareholders iswrong as modern corporations are very large andsocialpoliticallegal impact is therefore great

Instrumental view ndash mainly economicresponsibilities with aim of maximising profits

Normative view ndash ethicalphilanthropicresponsibilities as well as economiclegal

StakeholdersStakeholders are groups or individuals whoseinterests can affect or are directly affected by theactivities of a firm or organisation

Stakeholder power mappingLevel of interest

D

Power

Low High

Low

HighC

BA

A minimal effortB keep informed as can influence more powerful stakeholdersC keep satisfiedD strategy must be acceptable

Corporate governance accommodates views Repositioning of stakeholders Identify change blockersfacilitators Assess legitimacyurgency

Results of mapping

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 5

StakeholdersDefinition Main issuesAgencyConcepts

Proximity to organisationInternal ndash employeesmanagement

Connected ndash shareholders customers supplierslenders trade unions competitors

External ndash government local government publicpressure groups opinion leaders

Active and passive stakeholdersActive ndash seek to participate in organisationsactivities (managers shareholders regulatorspressure groups)

Passive ndash donrsquot seek to participate in policy-making(shareholders local communities government)

Primary and secondary stakeholders

Narrow and wide stakeholders

Primary ndash need participation to continue as goingconcern (customers suppliers government)

Secondary ndash their ceasing to participate wonrsquot affectcontinued existence (government managers)

Narrow ndash most affected by organisationrsquos strategy(shareholders employees suppliers major customers)

Wide ndash less affected by organisationrsquos strategy(government less significant customers community)

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 6

1 Scope of corporate governancePage 7

Voluntary and involuntary stakeholdersVoluntary ndash those who of their own choice haveinvolvement with the organisation ndash employeescustomers suppliers shareholders

Involuntary ndash engage with the organisation withoutchoosing to do so ndash neighbours wider public Knowledge of stakeholders

Known ndash Existence known to organisation

Unknown ndash Existence unknown to organisation(wildlife communities affected by suppliers)

Direct ndash stakeholders know effecthow affected by

Indirect ndash unaware of claims or cannot express themdirectly

Legitimacy of stakeholders

Recognition of stakeholders

Legitimate ndash valid claims

Illegitimate ndash invalid claims

Who decides legitimacy Basis

Recognised ndash Managers consider interests and viewswhen deciding strategy

Unrecognised ndash Managers dont consider claims whendeciding strategy

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 7

Definition Main issuesStakeholdersAgencyConcepts

Secretary

Customers

Suppliers

Employees

Executive full-time managers non-executive monitoring

Arranges board meetings plans agenda deals with documents and registers generaladministration reports to chairman

Concerned with impact of board upon position supervise and co-ordinateimplementation of business strategy and risk management provide data for board

Commitment interest in pay and conditions need to implement control systems adoptculture and provide feedback

Pay and working conditions concerned with poor board communication lax risk andcontrol environment can be used to harness employee support

Co-operation needed for just-in-time supply poor payment record leads to creditrestriction and poor service

Increased expectations power to shop elsewhere ability to make views known ethicalrequirements

Directors

Sub-board management

Trade unions

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 8

1 Scope of corporate governancePage 9

Highlight governance and reporting issues independence required to supplyconfidence in information need for audit committee to reinforce position

Establish rules and standards carry out inspections May be enforcement costs orregulatory capture domination of regulator by regulated

Establish overall climate encourage private shareholdings provide subsidiesnationalise poorly performing industries run public sector organisations

Companies raise money investors transfer shares supply data about companyvalue and provide regulatory framework for governance

Can influence prices avoid speculative shares want short-term profits can influencecompanies through meetings and voting able to take direct action if dissatisfied

Hold small numbers of shares in companies trusts and funds Likely to beundiversified and concerned with information asymmetry

Services from public sector aid from charities

Provide funds to charities want them well-spent

External auditors

Regulators

Government

Stock exchanges

Institutional investors

Small investors

RecipientsDonors

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 9

Definition Main issuesStakeholdersAgencyConcepts

Duties of directorsCorporate governance guidelines reinforce legal andfiduciary duties to act in companyrsquos best interestsuse powers for proper purpose avoid conflicts ofinterest and exercise duty of care

Accounting and auditingGreater transparency and reliability of accountsdecreasing investor risks Tougher auditing standardsand requirements for auditors to avoid conflicts ofinterest

Board supervisionNeed for board to meet regularly to consider effectivelyorganisationrsquos activities risks and control systems

Directors remuneration

Corporate social responsibility

Board compositionNeed to avoid domination by single individualsmallgroup of executive directors

Builds on stakeholders debate what responsibilitiesshould organisation and board fulfil

Directors being paid undeserved and excessiveremuneration and bonuses Allegations that directorshave been rewarded for making losses

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 10

2 Approaches to corporate governance

Topic List

Development of guidance

Basis of guidance

Major governance codes

Sarbanes-Oxley

Corporate social responsibility

Public sector governance

In this chapter we summarise the factors that haveinfluenced the ways corporate governance hasdeveloped including the important rules v principlesdebateYou may be asked about these in part (a) of aquestion before you consider specific corporategovernance arrangements later in the question We alsogive details of the major worldwide codes particularlythose that have international impact

Corporate social responsibility is a major topic in thisexam and the themes we cover here and in Chapter 11will occur in many questions

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 11

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Internationalisation

Governance development

Investor treatment Financial reportingweaknesses

Individual countrycharacteristics

Corporate scandals

Openness Integrity Accountability

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 12

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

2 Approaches to corporate governancePage 13

Basis ofguidance

Principles-based approachMost corporate governance codes use a principles-based approach with broad guidelines supplemented bylimited specific requirements Encourage companies tocomply or explain

Rules-based approachRules-based approach focuses on regulations andtargets that must be met without any leeway It should beeasy to ascertain compliance but in practice there maybe questionable situations which are not fully covered bythe rules

Fulfil strategic objectives Reinforce governance regulation Minimise risk Promote ethical behaviour Underpin investor confidence Fulfil stakeholder responsibilities Establish management accountability Maintain NEDauditor independence Provide accurate reporting

Encourage owner involvement

Direct behaviour

Key Principles

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 13

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Insider systemsMost companies listed on stock exchange are controlledby a few individuals for example family companies

Avoids inflexible rules Less burdensome Allows scope for development Comply or explain Emphasis on investor judgement

Advantages of principles

Outsider systemsShareholdings are widely dispersed managerownerseparation

Strong owner-manager linksLonger-term viewDiscrimination v minorityLack of monitoringgovernance

Robust governance regimeHostile takeover threat constrains managementAgency problemShort-term priorities

AdvantagesDisadvantages

Insider Outsider

Principles too broad Lack of consistency Confusion over what is compulsory Companies treat as non-binding Markets dont understand disclosures

Problems with principles

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 14

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyBasis ofguidance

2 Approaches to corporate governancePage 15

Majorgovernance codes

OECD principles

Shareholderstakeholder rights Equitable treatment of all shareholders Stakeholders rights protected Timelyaccurate disclosure of material matters Board responsible for strategy and monitoring

PrinciplesICGN reportInternational Corporate Governance Network hasprovided practical guidance for boards to operateefficiently and compete for scarce capital

Organisation for Economic Co-operation andDevelopment produced non-binding principles toaddress the interests of global investors Companiesshould work towards achieving principles andprinciples are guidelines for individual countries todevelop own codes

UK Corporate Governance CodeCode derived originally from Cadbury Greenbury andHampel reports supplemented by

Turnbull report ndash risk and internal control Smith report ndash audit committees Higgs report ndash non-executive directors

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 15

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

The non-audit services auditors can provide aresignificantly restricted and auditors are subject tovarious other rules

Compulsory partner rotation

Retention of audit papers

Quality control standards

Review internal control systems

Sarbanes-OxleyThe Sarbanes-Oxley Act was a response to thecollapse of Enron one of Americas biggest companiesThe Act is more prescriptive than codes in otherjurisdictions impacting on review of controlsdisclosures audits ethics and directorsrsquo share trading

Lack of transparency in accounts Non-executive directors weak Lack of external audit scrutiny Directorsrsquo use of inside information Dishonesty and law-breaking

Weaknesses at Enron

Corporate responsibilityChief executivechief finance officer certify

Appropriateness of accounts

Accounts fairly reflect operations and financialcondition

If accounts have to be restated they forfeit theirbonuses

Auditing requirements

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 16

2 Approaches to corporate governancePage 17

Audit committeesEvery listed company should have an auditcommittee consisting of independent directors withmember(s) with financial expertise Audit committeeshould be responsible for

Appointment compensation and oversight ofauditors

Discussing key accounting policies with auditors Setting up complaints mechanisms

Internal control reports (s404)Annual accounts must contain internal control reportsthat

State management responsibility for controlstructurefinancial reporting procedures

Assess effectiveness of control structurefinancialreporting procedures (with audit report)

State whether code of conduct for senior financialofficers has been adopted

Whistleblowing Off-balance sheet transactionsEmployeesauditors will be granted whistleblowingprotection if they disclose private employerinformation to parties involved in a fraud claim

There should be appropriate disclosure of material off-balance sheet transactions

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 17

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Carrolls modelFour levels of responsibilities

Economic ndash shareholdersemployeescustomers Legal ndash comply with laws Ethical ndash act in fair and just way Philanthropic ndash generosity to employees

community

Collaboration time-consuming and expensive Culture clashes with certain stakeholders Collaboration on some issues conflict on

others Lack of consensus between different

stakeholders

Problems with stakeholder view

CSR and stakeholdersBusinesses benefit from goodwill and other aspectsof society and therefore owe those particularlyaffected by their activities certain duties in return

Significance of responsibilityLarge businesses in particular face expectations thatthey will act in a socially responsible fashion

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 18

2 Approaches to corporate governancePage 19

Ownership responsibilitiesBy buying shares shareholders buy a responsibility toensure that company is managed efficiently and in waysconsistent with public welfare Responsibilities of institu-tional shareholders have been stressed institutionalshareholders large shareholdings meaning theyshould be actively involved and pressure managers

Shareholders with small holdings arenrsquotinfluential

Shareholders can easily dispose of shares andthis loosens feelings of obligation

Ownership view problems

Objectives

Mission statements

Ethical codes

Governance codes

Stakeholder board representation

Corporate social reporting

Impact of CSR

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 19

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Public sector Private sector Charitable status NGOsquasi NGOs

Purposes and objectives Public service Profit Relief of povertyresearch etc

As defined by owners

Performance Central regulation Financial reportingstandards

SORP Set outcomes

Ownership Government Partnersshareholders

Donors Government

Stakeholders (including lobby groups)

The public centralgovernmentservice users

Shareholdersregulators taxationauthorities

Service users Governmentlobbying groups

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 20

3 Corporate governance practiceand reporting

Topic List

Role of board

Board membership

Non-executive directors

Directors remuneration

Stakeholder relationships

Reporting

Corporate governance practice is a key area in thissyllabus and you can expect to be asked whether anorganisation is following good practice The role andactivities of the board will be significant elements inmany questions How corporate governance practiceserves the interests of stakeholders will also beimportant

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 21

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Scope of boards roleThe board should have a formal schedule of mattersreserved to it for decisions Board is also responsiblefor overseeing strategy monitoring risk controlsystems and management and ensuring effectivecommunication

Maximise talent pool Broader range of knowledge Access stakeholder constituencies Greater independence Corporate citizen

Advantages of diversity

Legal responsibilities Avoidance of conflict of interest Time limits on appointments Limits on service contracts Retirement by rotation Insider dealing

Legal and regulatory frameworks

Nomination of directorsNomination committee should oversee appointmentsand make recommendations to the board Needs toconsider

Executivesnon-executives Gaps in current boards skills Expanding board diversity (age gender race

ethnicity education background) Continuity and succession planning

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 22

3 Corporate governance practice and reportingPage 23

CPD and appraisalsAll board members should have training coveringstrategy management legal responsibilities andcompany related issues

There should be annual appraisals of the performanceof the whole board and of individual directors

Performance against objectives Contribution to strategyenvironment Response to problems Considering right matters Communication Effectiveness of board committees Quality of feedback Adequacy of decision-making

Board appraisal

Advantages of multi-tier boards

Supervisorssupervised separationDeters management fraudBetter links with stakeholdersBetter use of non-executive time

Disadvantages of multi-tier boards

Lack of accountabilityDont receive information from managersSupervisory board decision-making restrictedLess effective at questioning managers

Companies in some countries are run by two or moreboards often with supervisorymanagement role split

Multi-tier boards

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 23

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board membershipCompanies need to consider optimumsize balance of executive and non-executive directors and diversity ofmembership

Division of responsibilitiesNo one individual should have unfettered control Ideally chairman andchief executive should be different people if not there should be a strongindependent element on the board with a recognised senior member

Board committeesBoard committees supervise specificareas doesnt absolve main boardfrom overall responsibilities Keycommittees

Nomination (this chapter)

Audit (Chapter 8)

Remuneration (this chapter)

Risk management (Chapter 5)

Strategic development

Investment analysis

Risk management

Recommendations toboard committees

Control systemsenforcement

Responsibilities of CEO

Running board

Accurate board information

Shareholder communication(Chairmans Statement)

New director induction

Board appraisal

Board development

Signing off accounts

Responsibilities of chairman

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 24

3 Corporate governance practice and reportingPage 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Number of NEDsUSAUK ndash Independent NEDs at least half of boardothers ndash sufficient for views to carry weight

Independence of NEDs No businessfinancialother connection No share optionspensions Appointment for specified term Ability to take independent advice

Advantages of NEDs

External experience and knowledgeWider perspectiveComfort for investorsConfidantenablerBoard members but objective

Disadvantages of NEDs

IndependenceRestricted recruitmentDifficult to impose viewsCanrsquot prevent problemsLimited time

Non-executive directors (NEDs)NEDs have no executive (managerial) responsibilitiesThey should provide balance and help to reduceconflict between executive directors and shareholdersMajority of NEDs should be independent

Role Strategy Scrutiny

Risk management Board personnel

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Service contractsIf service contracts are too long premature terminationmay mean significant payments Service contractsshouldnt be gt12 months normally

Remuneration committeeCommittee of independent NEDs determining

Remuneration policy Specific remuneration packages

PrinciplesUKs Greenbury committee suggests

Directors remuneration set by independent boardmembers

Bonuses related to measurable performanceenhancedlong-term shareholder value

Full transparency in annual accounts

Remuneration statementConsider and disclose

Remuneration policy Arrangements for individual directorsConsider allowing members to vote onremuneration statement in accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 26

3 Corporate governance practice and reportingPage 27

Elements of remuneration packageBasic salary ndash in contract of employment

Performance-related bonuses ndash limited possiblyto maximum of pay shouldnt be given fortransactions or if excessive risks taken

Shares ndash granted on condition cant be sold

Share options ndash purchased at specified exerciseprice encouragement to improve companysperformance and hence share prices options(and shares) to be held for certain length of time

Benefits-in-kind ndash is cost excessive and howcomparable are they with what employees aregiven

Pensions ndash best practice to make only basicsalary pensionable

Need to attract and retain directors Interests of stakeholders Weighting and phasing of different parts of package Directormanager differentials Impact of directormanager resigning Performance measures

Factors affecting remuneration levels

Variety of financialnon-financial measures Focus on current not historic performance Avoid short-termism Reward individual effort

Performance measures

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 27

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Relationships with stakeholdersOECD stresses role of

Employees Creditors Suppliers Investors Government

Position of stakeholders should be

Protected by law Enhanced by participation (eg employees share

ownership profit-sharing arrangements seat onboard)

Relationships with shareholdersDirectors should be required to submit to regular re-election (every yearevery three years) Boards shouldconsider relationships with all shareholders particularlyinstitutional shareholders Annual general meetings nor-mal part of calendar other general meetings discussissues of immediateserious concern

Proxy votingMyners report recommends

Clear agreements between beneficial ownersand investment managers

Stock lending shouldnt happen Electronic voting Poll (including proxies) for all resolutions

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 28

3 Corporate governance practice and reportingPage 29

Annual general meetings

Notice gt 20 daysbefore

Businesspresentation

Question andanswer sessions

Shareholders vote onsubstantiallyseparate issues

Shareholders vote onreport and accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 29

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board composition directors NEDs evaluationof board performance

Committee reports Relations with auditors and shareholders Review of internal controls Going concern Sustainability reporting Business review

Major disclosuresReportingLondon Stock Exchange requires

Narrative statement of how principles in UKCorporate Governance Code have been applied

Statement of compliancedetails of reasons fornon-compliance

Voluntary disclosuresDisclosures above statutorybest practice minimumDisclosures should follow certain principles

Planned process Transparency in disclosures made Consultation with users All relevant information considered Disclosures subject to review

Wider information provision Different forms of information Greater assurance about management Reflect investor interests

Benefits

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 30

4 Internal control systems

Topic List

Control systems

Nature of risks

Control framework

Control limitations

Enterprise risk management

Assessment of systems

In this chapter we look at the key elements of soundcontrol systems The overall environment and ethos oforganisation is as important as the specific proceduresThe risks organisations face should have a significantimpact upon the control frameworks they adoptYou mayneed to assess the effectiveness of control systems andthe difficulties of implementing sound systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 31

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Internal management control

Cybernetic control system

Management planning organising and directing sothat organisational objectives are achievedTurnbull report listed key aims Facilitate effective and efficient operation Ensure quality of reporting Ensure compliance with laws and regulations

Process of control within system

Identification of system objectives Setting targets for system objectives Measuring system achievementsoutputs Comparing achievements with targets Identifying corrective action Implementing corrective action

Embedded in operations Form part of culture Capable of quick response

Characteristics of control systems

Ease of targetachievement

Qualitativequantitativemeasures

Shortlong-termmeasures

Consistency ofmeasures

Managementintervention

Automatic controlmechanisms

Reliance on socialrelationships

Features of control systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 32

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 33

Risk classificationRisks can be classified in various waysFundamental ndash affects society in generalParticular ndash individual in controlSpeculative ndash good or bad consequencesPure ndash only outcomes harmful

Risk and uncertaintyUncertainty means possible outcomes andor chancesof each occurring are unknown

Risk and corporate governanceCorporate governance reports aim to addressshareholder concerns that directors are notachieving adequate returns for risks incurred andprovide mechanisms for controlling directors whoare taking excessive risks Directors responsibilityfor monitoring and disclosing risk management isstressed

Predictability of cash flows Limitation of effects of bad events Increased shareholder confidence Weigh costs

Benefits of risk management

Risk and returnBusinesses have to take some risks to trade(entrepreneurship) Businesses may tolerate higherrisk levels provided they receive higher returns

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 33

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

CONTROL FRAMEWORK

Control activitiesControl environment

Orderly conduct of business Adherence to internal policies and laws Safeguarding assets Preventiondetection of fraud Accuracycompleteness of accounting records Quality of information and reporting

Purposes

Objectives

Natureextent ofrisks

Acceptable risks

Likelihood risksmaterialise

Ability to reducerisks

Costsbenefits ofcontrols

Changes in riskconditions

Control systems and risks

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 34

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 35

Costs gt benefits Human errorFraud Employee collusion

Managementbypass

Designed for routinetransactions

Depend on methodof data processing

LIMITATIONS OF CONTROLS

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 35

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Enterprise risk management (ERM)ERM is framework suggested by COSO for dealingwith risk It is a fundamental process operated atorganisation level that helps staff understand risksresponsibilities and authority levels ERM should

Apply in strategy setting Apply in all areas and over whole organisation Identify events affecting entity Manage risk according to risk appetite Provide reasonable assurance Support organisational objectives

Align risk appetite and strategy Link growth risk and return Choose best risk response Minimise surprises and losses Manage risks over whole organisation Allows organisation to seize opportunities

ERM benefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 36

4 Internal control systemsPage 37

Internal EnvironmentObjective Setting

Event IdentificationRisk AssessmentRisk Response

Control ActivitiesInformation amp Communication

Monitoring

STRATEGIC

OPERATIONS

REPORTING

COMPLIANCE

ENTITY LEVELDIVISION

BUSINESS UNITSUBSIDIARY

COSOs Enterprise Risk Management framework

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 37

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Objectives Risk links Compatibility Control mixHuman

resources

Framework Review Information

ASSESSMENT

Feedback Costsbenefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 38

5 Risk attitudes and internal environment

Topic List

Risk attributes

Stakeholders and risk

Internal environment

Risk management responsibilities

Objective setting

This chapter covers the underlying factors that helpdetermine how organisations respond to the risks theyface These factors include attitudes to risk theenvironment and culture and the organisational structureincluding responsibilities for dealing with risks

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 39

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Emotional satisfaction

Risk-averse or risk-seeking

Riskreturn

Size Structure Development Past experience Focus on avoiding

risk

Organisational influences

Shareholder requirements

Personal views

Risk attributes

National influences Government protection

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 40

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

5 Risk attitudes and internal environment Page 41

RISK

CONCERNS

Dividend impact Capital gain impact Dependent on their risk appetitediversification Threat to repayment Security imposed Threat of other debts Job threats Health and safety worries Ability to take action Losses on sales Unwilling credit suppliers Disruption of relationships Delivery failures Lack of value Poor quality Poor employment policies Adverse impact on the environment

Debt providers

Wider community

Suppliers

Shareholders

Employees

Customers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 41

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Internalcontrol environmentThe control environment is the attitude awareness andactions of management in relation to internal controls providing the background for the operation of other controls

Risk management philosophy Risk appetite Integrity Ethics Organisational environment

Risk environment

Managements philosophy and operating style Control culture Organisational structure Methods of imposing control Integrity ethical values and competence

Elements of internal environment

Clear risk management strategies Culturecode of conductHRMreward systems support

objectives and risk limitation Senior management commitment to competence

integrity and trust Clear authority and responsibility Communication procedures Staff have knowledge skills and tools

Strong internal environment

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 42

5 Risk attitudes and internal environment Page 43

Embedding risk awarenessRisk assessment should evolve into a consistent activityembedded across all processes focus on

Threats to shareholdersstakeholders (future growthopportunitiescore business)

Consistent action-orientated risk assessment

Internal communications programme Training Involvement in risk identification Incentives Key personnel persuasion Infrastructure support

Changing risk culture Definitions and objectives Regulatory requirements Links to strategic decision-making Key areas Risk classification Risk responsibilities Important controls Assurance reporting Training

Risk policy statement

Risk registerFormal collection of risk and response informationRegister lists and prioritises risks and specifiesresponsible individuals and action taken

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 43

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Board

Senior managers

Internal audit

External audit

Line managers

Staff

Determines risk management strategy and monitors overall risks setsand reviews internal control

Build on overall framework specifying risk management methods andco-ordinate responses may staff risk management group

Audit risk management processkey risk area controls

Audit risk areas that impact materially on financial statements

Identify and evaluate risks in their areas use performanceindicators for monitoring implement responses

Follow risk management procedures have good understandingreport dangers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 44

5 Risk attitudes and internal environment Page 45

Risk committeeCommittee of directors separate from auditcommittee responsible for monitoring andsupervising risk identification and management

Can be staffed by executive directors Allows audit committee to concentrate on

financial risks

Risk management personnelRisk specialist ndash consultant called in to advise on particularaspects of risk management

Risk manager ndash employee with specific responsibility fordealing appropriately with risks

Risk management function ndash employees in largerorganisations

Determine risk managementstrategypolicy

Review reports on risk Monitor overall exposure Monitor changes in circumstances Assess effectiveness of RM systems Review statement on internal control

Role of RM committee

Helping determine risk management strategies Champions of risk management Building risk awareness culture Establishing risk policy and structures Developing and reviewing risk management processes Co-ordinating functional responses Preparing report for boardshareholders

Role of RM function

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 45

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

MissionA general objective visionary often unwritten andvery open-ended without any time limit for achievement

Strategic ndash high level goals support mission Operational ndash effectiveness and efficiency Reporting ndash reliability Compliance ndash with applicable laws

COSO model

Profitability Market share Growth Cash flow Customer satisfaction Quality Added value

Corporate objectives

Objective setting and riskStrategic objectives and mission will influence riskmanagement

However businesses should also determine riskappetite (willingness to take risks) and riskstrategy

These in turn should influence business objectivesBusinesses should take a portfolio view of riskslooking at relevant risks over the whole organisation

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 46

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 11: 2015 bpp p1 passcards

StakeholdersDefinition Main issuesAgencyConcepts

Proximity to organisationInternal ndash employeesmanagement

Connected ndash shareholders customers supplierslenders trade unions competitors

External ndash government local government publicpressure groups opinion leaders

Active and passive stakeholdersActive ndash seek to participate in organisationsactivities (managers shareholders regulatorspressure groups)

Passive ndash donrsquot seek to participate in policy-making(shareholders local communities government)

Primary and secondary stakeholders

Narrow and wide stakeholders

Primary ndash need participation to continue as goingconcern (customers suppliers government)

Secondary ndash their ceasing to participate wonrsquot affectcontinued existence (government managers)

Narrow ndash most affected by organisationrsquos strategy(shareholders employees suppliers major customers)

Wide ndash less affected by organisationrsquos strategy(government less significant customers community)

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 6

1 Scope of corporate governancePage 7

Voluntary and involuntary stakeholdersVoluntary ndash those who of their own choice haveinvolvement with the organisation ndash employeescustomers suppliers shareholders

Involuntary ndash engage with the organisation withoutchoosing to do so ndash neighbours wider public Knowledge of stakeholders

Known ndash Existence known to organisation

Unknown ndash Existence unknown to organisation(wildlife communities affected by suppliers)

Direct ndash stakeholders know effecthow affected by

Indirect ndash unaware of claims or cannot express themdirectly

Legitimacy of stakeholders

Recognition of stakeholders

Legitimate ndash valid claims

Illegitimate ndash invalid claims

Who decides legitimacy Basis

Recognised ndash Managers consider interests and viewswhen deciding strategy

Unrecognised ndash Managers dont consider claims whendeciding strategy

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 7

Definition Main issuesStakeholdersAgencyConcepts

Secretary

Customers

Suppliers

Employees

Executive full-time managers non-executive monitoring

Arranges board meetings plans agenda deals with documents and registers generaladministration reports to chairman

Concerned with impact of board upon position supervise and co-ordinateimplementation of business strategy and risk management provide data for board

Commitment interest in pay and conditions need to implement control systems adoptculture and provide feedback

Pay and working conditions concerned with poor board communication lax risk andcontrol environment can be used to harness employee support

Co-operation needed for just-in-time supply poor payment record leads to creditrestriction and poor service

Increased expectations power to shop elsewhere ability to make views known ethicalrequirements

Directors

Sub-board management

Trade unions

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 8

1 Scope of corporate governancePage 9

Highlight governance and reporting issues independence required to supplyconfidence in information need for audit committee to reinforce position

Establish rules and standards carry out inspections May be enforcement costs orregulatory capture domination of regulator by regulated

Establish overall climate encourage private shareholdings provide subsidiesnationalise poorly performing industries run public sector organisations

Companies raise money investors transfer shares supply data about companyvalue and provide regulatory framework for governance

Can influence prices avoid speculative shares want short-term profits can influencecompanies through meetings and voting able to take direct action if dissatisfied

Hold small numbers of shares in companies trusts and funds Likely to beundiversified and concerned with information asymmetry

Services from public sector aid from charities

Provide funds to charities want them well-spent

External auditors

Regulators

Government

Stock exchanges

Institutional investors

Small investors

RecipientsDonors

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 9

Definition Main issuesStakeholdersAgencyConcepts

Duties of directorsCorporate governance guidelines reinforce legal andfiduciary duties to act in companyrsquos best interestsuse powers for proper purpose avoid conflicts ofinterest and exercise duty of care

Accounting and auditingGreater transparency and reliability of accountsdecreasing investor risks Tougher auditing standardsand requirements for auditors to avoid conflicts ofinterest

Board supervisionNeed for board to meet regularly to consider effectivelyorganisationrsquos activities risks and control systems

Directors remuneration

Corporate social responsibility

Board compositionNeed to avoid domination by single individualsmallgroup of executive directors

Builds on stakeholders debate what responsibilitiesshould organisation and board fulfil

Directors being paid undeserved and excessiveremuneration and bonuses Allegations that directorshave been rewarded for making losses

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 10

2 Approaches to corporate governance

Topic List

Development of guidance

Basis of guidance

Major governance codes

Sarbanes-Oxley

Corporate social responsibility

Public sector governance

In this chapter we summarise the factors that haveinfluenced the ways corporate governance hasdeveloped including the important rules v principlesdebateYou may be asked about these in part (a) of aquestion before you consider specific corporategovernance arrangements later in the question We alsogive details of the major worldwide codes particularlythose that have international impact

Corporate social responsibility is a major topic in thisexam and the themes we cover here and in Chapter 11will occur in many questions

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 11

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Internationalisation

Governance development

Investor treatment Financial reportingweaknesses

Individual countrycharacteristics

Corporate scandals

Openness Integrity Accountability

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 12

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

2 Approaches to corporate governancePage 13

Basis ofguidance

Principles-based approachMost corporate governance codes use a principles-based approach with broad guidelines supplemented bylimited specific requirements Encourage companies tocomply or explain

Rules-based approachRules-based approach focuses on regulations andtargets that must be met without any leeway It should beeasy to ascertain compliance but in practice there maybe questionable situations which are not fully covered bythe rules

Fulfil strategic objectives Reinforce governance regulation Minimise risk Promote ethical behaviour Underpin investor confidence Fulfil stakeholder responsibilities Establish management accountability Maintain NEDauditor independence Provide accurate reporting

Encourage owner involvement

Direct behaviour

Key Principles

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 13

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Insider systemsMost companies listed on stock exchange are controlledby a few individuals for example family companies

Avoids inflexible rules Less burdensome Allows scope for development Comply or explain Emphasis on investor judgement

Advantages of principles

Outsider systemsShareholdings are widely dispersed managerownerseparation

Strong owner-manager linksLonger-term viewDiscrimination v minorityLack of monitoringgovernance

Robust governance regimeHostile takeover threat constrains managementAgency problemShort-term priorities

AdvantagesDisadvantages

Insider Outsider

Principles too broad Lack of consistency Confusion over what is compulsory Companies treat as non-binding Markets dont understand disclosures

Problems with principles

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 14

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyBasis ofguidance

2 Approaches to corporate governancePage 15

Majorgovernance codes

OECD principles

Shareholderstakeholder rights Equitable treatment of all shareholders Stakeholders rights protected Timelyaccurate disclosure of material matters Board responsible for strategy and monitoring

PrinciplesICGN reportInternational Corporate Governance Network hasprovided practical guidance for boards to operateefficiently and compete for scarce capital

Organisation for Economic Co-operation andDevelopment produced non-binding principles toaddress the interests of global investors Companiesshould work towards achieving principles andprinciples are guidelines for individual countries todevelop own codes

UK Corporate Governance CodeCode derived originally from Cadbury Greenbury andHampel reports supplemented by

Turnbull report ndash risk and internal control Smith report ndash audit committees Higgs report ndash non-executive directors

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 15

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

The non-audit services auditors can provide aresignificantly restricted and auditors are subject tovarious other rules

Compulsory partner rotation

Retention of audit papers

Quality control standards

Review internal control systems

Sarbanes-OxleyThe Sarbanes-Oxley Act was a response to thecollapse of Enron one of Americas biggest companiesThe Act is more prescriptive than codes in otherjurisdictions impacting on review of controlsdisclosures audits ethics and directorsrsquo share trading

Lack of transparency in accounts Non-executive directors weak Lack of external audit scrutiny Directorsrsquo use of inside information Dishonesty and law-breaking

Weaknesses at Enron

Corporate responsibilityChief executivechief finance officer certify

Appropriateness of accounts

Accounts fairly reflect operations and financialcondition

If accounts have to be restated they forfeit theirbonuses

Auditing requirements

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 16

2 Approaches to corporate governancePage 17

Audit committeesEvery listed company should have an auditcommittee consisting of independent directors withmember(s) with financial expertise Audit committeeshould be responsible for

Appointment compensation and oversight ofauditors

Discussing key accounting policies with auditors Setting up complaints mechanisms

Internal control reports (s404)Annual accounts must contain internal control reportsthat

State management responsibility for controlstructurefinancial reporting procedures

Assess effectiveness of control structurefinancialreporting procedures (with audit report)

State whether code of conduct for senior financialofficers has been adopted

Whistleblowing Off-balance sheet transactionsEmployeesauditors will be granted whistleblowingprotection if they disclose private employerinformation to parties involved in a fraud claim

There should be appropriate disclosure of material off-balance sheet transactions

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 17

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Carrolls modelFour levels of responsibilities

Economic ndash shareholdersemployeescustomers Legal ndash comply with laws Ethical ndash act in fair and just way Philanthropic ndash generosity to employees

community

Collaboration time-consuming and expensive Culture clashes with certain stakeholders Collaboration on some issues conflict on

others Lack of consensus between different

stakeholders

Problems with stakeholder view

CSR and stakeholdersBusinesses benefit from goodwill and other aspectsof society and therefore owe those particularlyaffected by their activities certain duties in return

Significance of responsibilityLarge businesses in particular face expectations thatthey will act in a socially responsible fashion

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 18

2 Approaches to corporate governancePage 19

Ownership responsibilitiesBy buying shares shareholders buy a responsibility toensure that company is managed efficiently and in waysconsistent with public welfare Responsibilities of institu-tional shareholders have been stressed institutionalshareholders large shareholdings meaning theyshould be actively involved and pressure managers

Shareholders with small holdings arenrsquotinfluential

Shareholders can easily dispose of shares andthis loosens feelings of obligation

Ownership view problems

Objectives

Mission statements

Ethical codes

Governance codes

Stakeholder board representation

Corporate social reporting

Impact of CSR

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 19

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Public sector Private sector Charitable status NGOsquasi NGOs

Purposes and objectives Public service Profit Relief of povertyresearch etc

As defined by owners

Performance Central regulation Financial reportingstandards

SORP Set outcomes

Ownership Government Partnersshareholders

Donors Government

Stakeholders (including lobby groups)

The public centralgovernmentservice users

Shareholdersregulators taxationauthorities

Service users Governmentlobbying groups

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 20

3 Corporate governance practiceand reporting

Topic List

Role of board

Board membership

Non-executive directors

Directors remuneration

Stakeholder relationships

Reporting

Corporate governance practice is a key area in thissyllabus and you can expect to be asked whether anorganisation is following good practice The role andactivities of the board will be significant elements inmany questions How corporate governance practiceserves the interests of stakeholders will also beimportant

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 21

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Scope of boards roleThe board should have a formal schedule of mattersreserved to it for decisions Board is also responsiblefor overseeing strategy monitoring risk controlsystems and management and ensuring effectivecommunication

Maximise talent pool Broader range of knowledge Access stakeholder constituencies Greater independence Corporate citizen

Advantages of diversity

Legal responsibilities Avoidance of conflict of interest Time limits on appointments Limits on service contracts Retirement by rotation Insider dealing

Legal and regulatory frameworks

Nomination of directorsNomination committee should oversee appointmentsand make recommendations to the board Needs toconsider

Executivesnon-executives Gaps in current boards skills Expanding board diversity (age gender race

ethnicity education background) Continuity and succession planning

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 22

3 Corporate governance practice and reportingPage 23

CPD and appraisalsAll board members should have training coveringstrategy management legal responsibilities andcompany related issues

There should be annual appraisals of the performanceof the whole board and of individual directors

Performance against objectives Contribution to strategyenvironment Response to problems Considering right matters Communication Effectiveness of board committees Quality of feedback Adequacy of decision-making

Board appraisal

Advantages of multi-tier boards

Supervisorssupervised separationDeters management fraudBetter links with stakeholdersBetter use of non-executive time

Disadvantages of multi-tier boards

Lack of accountabilityDont receive information from managersSupervisory board decision-making restrictedLess effective at questioning managers

Companies in some countries are run by two or moreboards often with supervisorymanagement role split

Multi-tier boards

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 23

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board membershipCompanies need to consider optimumsize balance of executive and non-executive directors and diversity ofmembership

Division of responsibilitiesNo one individual should have unfettered control Ideally chairman andchief executive should be different people if not there should be a strongindependent element on the board with a recognised senior member

Board committeesBoard committees supervise specificareas doesnt absolve main boardfrom overall responsibilities Keycommittees

Nomination (this chapter)

Audit (Chapter 8)

Remuneration (this chapter)

Risk management (Chapter 5)

Strategic development

Investment analysis

Risk management

Recommendations toboard committees

Control systemsenforcement

Responsibilities of CEO

Running board

Accurate board information

Shareholder communication(Chairmans Statement)

New director induction

Board appraisal

Board development

Signing off accounts

Responsibilities of chairman

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 24

3 Corporate governance practice and reportingPage 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Number of NEDsUSAUK ndash Independent NEDs at least half of boardothers ndash sufficient for views to carry weight

Independence of NEDs No businessfinancialother connection No share optionspensions Appointment for specified term Ability to take independent advice

Advantages of NEDs

External experience and knowledgeWider perspectiveComfort for investorsConfidantenablerBoard members but objective

Disadvantages of NEDs

IndependenceRestricted recruitmentDifficult to impose viewsCanrsquot prevent problemsLimited time

Non-executive directors (NEDs)NEDs have no executive (managerial) responsibilitiesThey should provide balance and help to reduceconflict between executive directors and shareholdersMajority of NEDs should be independent

Role Strategy Scrutiny

Risk management Board personnel

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Service contractsIf service contracts are too long premature terminationmay mean significant payments Service contractsshouldnt be gt12 months normally

Remuneration committeeCommittee of independent NEDs determining

Remuneration policy Specific remuneration packages

PrinciplesUKs Greenbury committee suggests

Directors remuneration set by independent boardmembers

Bonuses related to measurable performanceenhancedlong-term shareholder value

Full transparency in annual accounts

Remuneration statementConsider and disclose

Remuneration policy Arrangements for individual directorsConsider allowing members to vote onremuneration statement in accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 26

3 Corporate governance practice and reportingPage 27

Elements of remuneration packageBasic salary ndash in contract of employment

Performance-related bonuses ndash limited possiblyto maximum of pay shouldnt be given fortransactions or if excessive risks taken

Shares ndash granted on condition cant be sold

Share options ndash purchased at specified exerciseprice encouragement to improve companysperformance and hence share prices options(and shares) to be held for certain length of time

Benefits-in-kind ndash is cost excessive and howcomparable are they with what employees aregiven

Pensions ndash best practice to make only basicsalary pensionable

Need to attract and retain directors Interests of stakeholders Weighting and phasing of different parts of package Directormanager differentials Impact of directormanager resigning Performance measures

Factors affecting remuneration levels

Variety of financialnon-financial measures Focus on current not historic performance Avoid short-termism Reward individual effort

Performance measures

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 27

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Relationships with stakeholdersOECD stresses role of

Employees Creditors Suppliers Investors Government

Position of stakeholders should be

Protected by law Enhanced by participation (eg employees share

ownership profit-sharing arrangements seat onboard)

Relationships with shareholdersDirectors should be required to submit to regular re-election (every yearevery three years) Boards shouldconsider relationships with all shareholders particularlyinstitutional shareholders Annual general meetings nor-mal part of calendar other general meetings discussissues of immediateserious concern

Proxy votingMyners report recommends

Clear agreements between beneficial ownersand investment managers

Stock lending shouldnt happen Electronic voting Poll (including proxies) for all resolutions

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 28

3 Corporate governance practice and reportingPage 29

Annual general meetings

Notice gt 20 daysbefore

Businesspresentation

Question andanswer sessions

Shareholders vote onsubstantiallyseparate issues

Shareholders vote onreport and accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 29

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board composition directors NEDs evaluationof board performance

Committee reports Relations with auditors and shareholders Review of internal controls Going concern Sustainability reporting Business review

Major disclosuresReportingLondon Stock Exchange requires

Narrative statement of how principles in UKCorporate Governance Code have been applied

Statement of compliancedetails of reasons fornon-compliance

Voluntary disclosuresDisclosures above statutorybest practice minimumDisclosures should follow certain principles

Planned process Transparency in disclosures made Consultation with users All relevant information considered Disclosures subject to review

Wider information provision Different forms of information Greater assurance about management Reflect investor interests

Benefits

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 30

4 Internal control systems

Topic List

Control systems

Nature of risks

Control framework

Control limitations

Enterprise risk management

Assessment of systems

In this chapter we look at the key elements of soundcontrol systems The overall environment and ethos oforganisation is as important as the specific proceduresThe risks organisations face should have a significantimpact upon the control frameworks they adoptYou mayneed to assess the effectiveness of control systems andthe difficulties of implementing sound systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 31

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Internal management control

Cybernetic control system

Management planning organising and directing sothat organisational objectives are achievedTurnbull report listed key aims Facilitate effective and efficient operation Ensure quality of reporting Ensure compliance with laws and regulations

Process of control within system

Identification of system objectives Setting targets for system objectives Measuring system achievementsoutputs Comparing achievements with targets Identifying corrective action Implementing corrective action

Embedded in operations Form part of culture Capable of quick response

Characteristics of control systems

Ease of targetachievement

Qualitativequantitativemeasures

Shortlong-termmeasures

Consistency ofmeasures

Managementintervention

Automatic controlmechanisms

Reliance on socialrelationships

Features of control systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 32

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 33

Risk classificationRisks can be classified in various waysFundamental ndash affects society in generalParticular ndash individual in controlSpeculative ndash good or bad consequencesPure ndash only outcomes harmful

Risk and uncertaintyUncertainty means possible outcomes andor chancesof each occurring are unknown

Risk and corporate governanceCorporate governance reports aim to addressshareholder concerns that directors are notachieving adequate returns for risks incurred andprovide mechanisms for controlling directors whoare taking excessive risks Directors responsibilityfor monitoring and disclosing risk management isstressed

Predictability of cash flows Limitation of effects of bad events Increased shareholder confidence Weigh costs

Benefits of risk management

Risk and returnBusinesses have to take some risks to trade(entrepreneurship) Businesses may tolerate higherrisk levels provided they receive higher returns

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 33

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

CONTROL FRAMEWORK

Control activitiesControl environment

Orderly conduct of business Adherence to internal policies and laws Safeguarding assets Preventiondetection of fraud Accuracycompleteness of accounting records Quality of information and reporting

Purposes

Objectives

Natureextent ofrisks

Acceptable risks

Likelihood risksmaterialise

Ability to reducerisks

Costsbenefits ofcontrols

Changes in riskconditions

Control systems and risks

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 34

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 35

Costs gt benefits Human errorFraud Employee collusion

Managementbypass

Designed for routinetransactions

Depend on methodof data processing

LIMITATIONS OF CONTROLS

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 35

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Enterprise risk management (ERM)ERM is framework suggested by COSO for dealingwith risk It is a fundamental process operated atorganisation level that helps staff understand risksresponsibilities and authority levels ERM should

Apply in strategy setting Apply in all areas and over whole organisation Identify events affecting entity Manage risk according to risk appetite Provide reasonable assurance Support organisational objectives

Align risk appetite and strategy Link growth risk and return Choose best risk response Minimise surprises and losses Manage risks over whole organisation Allows organisation to seize opportunities

ERM benefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 36

4 Internal control systemsPage 37

Internal EnvironmentObjective Setting

Event IdentificationRisk AssessmentRisk Response

Control ActivitiesInformation amp Communication

Monitoring

STRATEGIC

OPERATIONS

REPORTING

COMPLIANCE

ENTITY LEVELDIVISION

BUSINESS UNITSUBSIDIARY

COSOs Enterprise Risk Management framework

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 37

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Objectives Risk links Compatibility Control mixHuman

resources

Framework Review Information

ASSESSMENT

Feedback Costsbenefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 38

5 Risk attitudes and internal environment

Topic List

Risk attributes

Stakeholders and risk

Internal environment

Risk management responsibilities

Objective setting

This chapter covers the underlying factors that helpdetermine how organisations respond to the risks theyface These factors include attitudes to risk theenvironment and culture and the organisational structureincluding responsibilities for dealing with risks

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 39

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Emotional satisfaction

Risk-averse or risk-seeking

Riskreturn

Size Structure Development Past experience Focus on avoiding

risk

Organisational influences

Shareholder requirements

Personal views

Risk attributes

National influences Government protection

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 40

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

5 Risk attitudes and internal environment Page 41

RISK

CONCERNS

Dividend impact Capital gain impact Dependent on their risk appetitediversification Threat to repayment Security imposed Threat of other debts Job threats Health and safety worries Ability to take action Losses on sales Unwilling credit suppliers Disruption of relationships Delivery failures Lack of value Poor quality Poor employment policies Adverse impact on the environment

Debt providers

Wider community

Suppliers

Shareholders

Employees

Customers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 41

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Internalcontrol environmentThe control environment is the attitude awareness andactions of management in relation to internal controls providing the background for the operation of other controls

Risk management philosophy Risk appetite Integrity Ethics Organisational environment

Risk environment

Managements philosophy and operating style Control culture Organisational structure Methods of imposing control Integrity ethical values and competence

Elements of internal environment

Clear risk management strategies Culturecode of conductHRMreward systems support

objectives and risk limitation Senior management commitment to competence

integrity and trust Clear authority and responsibility Communication procedures Staff have knowledge skills and tools

Strong internal environment

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 42

5 Risk attitudes and internal environment Page 43

Embedding risk awarenessRisk assessment should evolve into a consistent activityembedded across all processes focus on

Threats to shareholdersstakeholders (future growthopportunitiescore business)

Consistent action-orientated risk assessment

Internal communications programme Training Involvement in risk identification Incentives Key personnel persuasion Infrastructure support

Changing risk culture Definitions and objectives Regulatory requirements Links to strategic decision-making Key areas Risk classification Risk responsibilities Important controls Assurance reporting Training

Risk policy statement

Risk registerFormal collection of risk and response informationRegister lists and prioritises risks and specifiesresponsible individuals and action taken

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 43

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Board

Senior managers

Internal audit

External audit

Line managers

Staff

Determines risk management strategy and monitors overall risks setsand reviews internal control

Build on overall framework specifying risk management methods andco-ordinate responses may staff risk management group

Audit risk management processkey risk area controls

Audit risk areas that impact materially on financial statements

Identify and evaluate risks in their areas use performanceindicators for monitoring implement responses

Follow risk management procedures have good understandingreport dangers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 44

5 Risk attitudes and internal environment Page 45

Risk committeeCommittee of directors separate from auditcommittee responsible for monitoring andsupervising risk identification and management

Can be staffed by executive directors Allows audit committee to concentrate on

financial risks

Risk management personnelRisk specialist ndash consultant called in to advise on particularaspects of risk management

Risk manager ndash employee with specific responsibility fordealing appropriately with risks

Risk management function ndash employees in largerorganisations

Determine risk managementstrategypolicy

Review reports on risk Monitor overall exposure Monitor changes in circumstances Assess effectiveness of RM systems Review statement on internal control

Role of RM committee

Helping determine risk management strategies Champions of risk management Building risk awareness culture Establishing risk policy and structures Developing and reviewing risk management processes Co-ordinating functional responses Preparing report for boardshareholders

Role of RM function

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 45

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

MissionA general objective visionary often unwritten andvery open-ended without any time limit for achievement

Strategic ndash high level goals support mission Operational ndash effectiveness and efficiency Reporting ndash reliability Compliance ndash with applicable laws

COSO model

Profitability Market share Growth Cash flow Customer satisfaction Quality Added value

Corporate objectives

Objective setting and riskStrategic objectives and mission will influence riskmanagement

However businesses should also determine riskappetite (willingness to take risks) and riskstrategy

These in turn should influence business objectivesBusinesses should take a portfolio view of riskslooking at relevant risks over the whole organisation

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 46

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 12: 2015 bpp p1 passcards

1 Scope of corporate governancePage 7

Voluntary and involuntary stakeholdersVoluntary ndash those who of their own choice haveinvolvement with the organisation ndash employeescustomers suppliers shareholders

Involuntary ndash engage with the organisation withoutchoosing to do so ndash neighbours wider public Knowledge of stakeholders

Known ndash Existence known to organisation

Unknown ndash Existence unknown to organisation(wildlife communities affected by suppliers)

Direct ndash stakeholders know effecthow affected by

Indirect ndash unaware of claims or cannot express themdirectly

Legitimacy of stakeholders

Recognition of stakeholders

Legitimate ndash valid claims

Illegitimate ndash invalid claims

Who decides legitimacy Basis

Recognised ndash Managers consider interests and viewswhen deciding strategy

Unrecognised ndash Managers dont consider claims whendeciding strategy

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 7

Definition Main issuesStakeholdersAgencyConcepts

Secretary

Customers

Suppliers

Employees

Executive full-time managers non-executive monitoring

Arranges board meetings plans agenda deals with documents and registers generaladministration reports to chairman

Concerned with impact of board upon position supervise and co-ordinateimplementation of business strategy and risk management provide data for board

Commitment interest in pay and conditions need to implement control systems adoptculture and provide feedback

Pay and working conditions concerned with poor board communication lax risk andcontrol environment can be used to harness employee support

Co-operation needed for just-in-time supply poor payment record leads to creditrestriction and poor service

Increased expectations power to shop elsewhere ability to make views known ethicalrequirements

Directors

Sub-board management

Trade unions

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 8

1 Scope of corporate governancePage 9

Highlight governance and reporting issues independence required to supplyconfidence in information need for audit committee to reinforce position

Establish rules and standards carry out inspections May be enforcement costs orregulatory capture domination of regulator by regulated

Establish overall climate encourage private shareholdings provide subsidiesnationalise poorly performing industries run public sector organisations

Companies raise money investors transfer shares supply data about companyvalue and provide regulatory framework for governance

Can influence prices avoid speculative shares want short-term profits can influencecompanies through meetings and voting able to take direct action if dissatisfied

Hold small numbers of shares in companies trusts and funds Likely to beundiversified and concerned with information asymmetry

Services from public sector aid from charities

Provide funds to charities want them well-spent

External auditors

Regulators

Government

Stock exchanges

Institutional investors

Small investors

RecipientsDonors

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 9

Definition Main issuesStakeholdersAgencyConcepts

Duties of directorsCorporate governance guidelines reinforce legal andfiduciary duties to act in companyrsquos best interestsuse powers for proper purpose avoid conflicts ofinterest and exercise duty of care

Accounting and auditingGreater transparency and reliability of accountsdecreasing investor risks Tougher auditing standardsand requirements for auditors to avoid conflicts ofinterest

Board supervisionNeed for board to meet regularly to consider effectivelyorganisationrsquos activities risks and control systems

Directors remuneration

Corporate social responsibility

Board compositionNeed to avoid domination by single individualsmallgroup of executive directors

Builds on stakeholders debate what responsibilitiesshould organisation and board fulfil

Directors being paid undeserved and excessiveremuneration and bonuses Allegations that directorshave been rewarded for making losses

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 10

2 Approaches to corporate governance

Topic List

Development of guidance

Basis of guidance

Major governance codes

Sarbanes-Oxley

Corporate social responsibility

Public sector governance

In this chapter we summarise the factors that haveinfluenced the ways corporate governance hasdeveloped including the important rules v principlesdebateYou may be asked about these in part (a) of aquestion before you consider specific corporategovernance arrangements later in the question We alsogive details of the major worldwide codes particularlythose that have international impact

Corporate social responsibility is a major topic in thisexam and the themes we cover here and in Chapter 11will occur in many questions

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 11

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Internationalisation

Governance development

Investor treatment Financial reportingweaknesses

Individual countrycharacteristics

Corporate scandals

Openness Integrity Accountability

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 12

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

2 Approaches to corporate governancePage 13

Basis ofguidance

Principles-based approachMost corporate governance codes use a principles-based approach with broad guidelines supplemented bylimited specific requirements Encourage companies tocomply or explain

Rules-based approachRules-based approach focuses on regulations andtargets that must be met without any leeway It should beeasy to ascertain compliance but in practice there maybe questionable situations which are not fully covered bythe rules

Fulfil strategic objectives Reinforce governance regulation Minimise risk Promote ethical behaviour Underpin investor confidence Fulfil stakeholder responsibilities Establish management accountability Maintain NEDauditor independence Provide accurate reporting

Encourage owner involvement

Direct behaviour

Key Principles

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 13

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Insider systemsMost companies listed on stock exchange are controlledby a few individuals for example family companies

Avoids inflexible rules Less burdensome Allows scope for development Comply or explain Emphasis on investor judgement

Advantages of principles

Outsider systemsShareholdings are widely dispersed managerownerseparation

Strong owner-manager linksLonger-term viewDiscrimination v minorityLack of monitoringgovernance

Robust governance regimeHostile takeover threat constrains managementAgency problemShort-term priorities

AdvantagesDisadvantages

Insider Outsider

Principles too broad Lack of consistency Confusion over what is compulsory Companies treat as non-binding Markets dont understand disclosures

Problems with principles

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 14

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyBasis ofguidance

2 Approaches to corporate governancePage 15

Majorgovernance codes

OECD principles

Shareholderstakeholder rights Equitable treatment of all shareholders Stakeholders rights protected Timelyaccurate disclosure of material matters Board responsible for strategy and monitoring

PrinciplesICGN reportInternational Corporate Governance Network hasprovided practical guidance for boards to operateefficiently and compete for scarce capital

Organisation for Economic Co-operation andDevelopment produced non-binding principles toaddress the interests of global investors Companiesshould work towards achieving principles andprinciples are guidelines for individual countries todevelop own codes

UK Corporate Governance CodeCode derived originally from Cadbury Greenbury andHampel reports supplemented by

Turnbull report ndash risk and internal control Smith report ndash audit committees Higgs report ndash non-executive directors

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 15

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

The non-audit services auditors can provide aresignificantly restricted and auditors are subject tovarious other rules

Compulsory partner rotation

Retention of audit papers

Quality control standards

Review internal control systems

Sarbanes-OxleyThe Sarbanes-Oxley Act was a response to thecollapse of Enron one of Americas biggest companiesThe Act is more prescriptive than codes in otherjurisdictions impacting on review of controlsdisclosures audits ethics and directorsrsquo share trading

Lack of transparency in accounts Non-executive directors weak Lack of external audit scrutiny Directorsrsquo use of inside information Dishonesty and law-breaking

Weaknesses at Enron

Corporate responsibilityChief executivechief finance officer certify

Appropriateness of accounts

Accounts fairly reflect operations and financialcondition

If accounts have to be restated they forfeit theirbonuses

Auditing requirements

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 16

2 Approaches to corporate governancePage 17

Audit committeesEvery listed company should have an auditcommittee consisting of independent directors withmember(s) with financial expertise Audit committeeshould be responsible for

Appointment compensation and oversight ofauditors

Discussing key accounting policies with auditors Setting up complaints mechanisms

Internal control reports (s404)Annual accounts must contain internal control reportsthat

State management responsibility for controlstructurefinancial reporting procedures

Assess effectiveness of control structurefinancialreporting procedures (with audit report)

State whether code of conduct for senior financialofficers has been adopted

Whistleblowing Off-balance sheet transactionsEmployeesauditors will be granted whistleblowingprotection if they disclose private employerinformation to parties involved in a fraud claim

There should be appropriate disclosure of material off-balance sheet transactions

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 17

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Carrolls modelFour levels of responsibilities

Economic ndash shareholdersemployeescustomers Legal ndash comply with laws Ethical ndash act in fair and just way Philanthropic ndash generosity to employees

community

Collaboration time-consuming and expensive Culture clashes with certain stakeholders Collaboration on some issues conflict on

others Lack of consensus between different

stakeholders

Problems with stakeholder view

CSR and stakeholdersBusinesses benefit from goodwill and other aspectsof society and therefore owe those particularlyaffected by their activities certain duties in return

Significance of responsibilityLarge businesses in particular face expectations thatthey will act in a socially responsible fashion

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 18

2 Approaches to corporate governancePage 19

Ownership responsibilitiesBy buying shares shareholders buy a responsibility toensure that company is managed efficiently and in waysconsistent with public welfare Responsibilities of institu-tional shareholders have been stressed institutionalshareholders large shareholdings meaning theyshould be actively involved and pressure managers

Shareholders with small holdings arenrsquotinfluential

Shareholders can easily dispose of shares andthis loosens feelings of obligation

Ownership view problems

Objectives

Mission statements

Ethical codes

Governance codes

Stakeholder board representation

Corporate social reporting

Impact of CSR

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 19

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Public sector Private sector Charitable status NGOsquasi NGOs

Purposes and objectives Public service Profit Relief of povertyresearch etc

As defined by owners

Performance Central regulation Financial reportingstandards

SORP Set outcomes

Ownership Government Partnersshareholders

Donors Government

Stakeholders (including lobby groups)

The public centralgovernmentservice users

Shareholdersregulators taxationauthorities

Service users Governmentlobbying groups

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 20

3 Corporate governance practiceand reporting

Topic List

Role of board

Board membership

Non-executive directors

Directors remuneration

Stakeholder relationships

Reporting

Corporate governance practice is a key area in thissyllabus and you can expect to be asked whether anorganisation is following good practice The role andactivities of the board will be significant elements inmany questions How corporate governance practiceserves the interests of stakeholders will also beimportant

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 21

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Scope of boards roleThe board should have a formal schedule of mattersreserved to it for decisions Board is also responsiblefor overseeing strategy monitoring risk controlsystems and management and ensuring effectivecommunication

Maximise talent pool Broader range of knowledge Access stakeholder constituencies Greater independence Corporate citizen

Advantages of diversity

Legal responsibilities Avoidance of conflict of interest Time limits on appointments Limits on service contracts Retirement by rotation Insider dealing

Legal and regulatory frameworks

Nomination of directorsNomination committee should oversee appointmentsand make recommendations to the board Needs toconsider

Executivesnon-executives Gaps in current boards skills Expanding board diversity (age gender race

ethnicity education background) Continuity and succession planning

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 22

3 Corporate governance practice and reportingPage 23

CPD and appraisalsAll board members should have training coveringstrategy management legal responsibilities andcompany related issues

There should be annual appraisals of the performanceof the whole board and of individual directors

Performance against objectives Contribution to strategyenvironment Response to problems Considering right matters Communication Effectiveness of board committees Quality of feedback Adequacy of decision-making

Board appraisal

Advantages of multi-tier boards

Supervisorssupervised separationDeters management fraudBetter links with stakeholdersBetter use of non-executive time

Disadvantages of multi-tier boards

Lack of accountabilityDont receive information from managersSupervisory board decision-making restrictedLess effective at questioning managers

Companies in some countries are run by two or moreboards often with supervisorymanagement role split

Multi-tier boards

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 23

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board membershipCompanies need to consider optimumsize balance of executive and non-executive directors and diversity ofmembership

Division of responsibilitiesNo one individual should have unfettered control Ideally chairman andchief executive should be different people if not there should be a strongindependent element on the board with a recognised senior member

Board committeesBoard committees supervise specificareas doesnt absolve main boardfrom overall responsibilities Keycommittees

Nomination (this chapter)

Audit (Chapter 8)

Remuneration (this chapter)

Risk management (Chapter 5)

Strategic development

Investment analysis

Risk management

Recommendations toboard committees

Control systemsenforcement

Responsibilities of CEO

Running board

Accurate board information

Shareholder communication(Chairmans Statement)

New director induction

Board appraisal

Board development

Signing off accounts

Responsibilities of chairman

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 24

3 Corporate governance practice and reportingPage 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Number of NEDsUSAUK ndash Independent NEDs at least half of boardothers ndash sufficient for views to carry weight

Independence of NEDs No businessfinancialother connection No share optionspensions Appointment for specified term Ability to take independent advice

Advantages of NEDs

External experience and knowledgeWider perspectiveComfort for investorsConfidantenablerBoard members but objective

Disadvantages of NEDs

IndependenceRestricted recruitmentDifficult to impose viewsCanrsquot prevent problemsLimited time

Non-executive directors (NEDs)NEDs have no executive (managerial) responsibilitiesThey should provide balance and help to reduceconflict between executive directors and shareholdersMajority of NEDs should be independent

Role Strategy Scrutiny

Risk management Board personnel

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Service contractsIf service contracts are too long premature terminationmay mean significant payments Service contractsshouldnt be gt12 months normally

Remuneration committeeCommittee of independent NEDs determining

Remuneration policy Specific remuneration packages

PrinciplesUKs Greenbury committee suggests

Directors remuneration set by independent boardmembers

Bonuses related to measurable performanceenhancedlong-term shareholder value

Full transparency in annual accounts

Remuneration statementConsider and disclose

Remuneration policy Arrangements for individual directorsConsider allowing members to vote onremuneration statement in accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 26

3 Corporate governance practice and reportingPage 27

Elements of remuneration packageBasic salary ndash in contract of employment

Performance-related bonuses ndash limited possiblyto maximum of pay shouldnt be given fortransactions or if excessive risks taken

Shares ndash granted on condition cant be sold

Share options ndash purchased at specified exerciseprice encouragement to improve companysperformance and hence share prices options(and shares) to be held for certain length of time

Benefits-in-kind ndash is cost excessive and howcomparable are they with what employees aregiven

Pensions ndash best practice to make only basicsalary pensionable

Need to attract and retain directors Interests of stakeholders Weighting and phasing of different parts of package Directormanager differentials Impact of directormanager resigning Performance measures

Factors affecting remuneration levels

Variety of financialnon-financial measures Focus on current not historic performance Avoid short-termism Reward individual effort

Performance measures

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 27

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Relationships with stakeholdersOECD stresses role of

Employees Creditors Suppliers Investors Government

Position of stakeholders should be

Protected by law Enhanced by participation (eg employees share

ownership profit-sharing arrangements seat onboard)

Relationships with shareholdersDirectors should be required to submit to regular re-election (every yearevery three years) Boards shouldconsider relationships with all shareholders particularlyinstitutional shareholders Annual general meetings nor-mal part of calendar other general meetings discussissues of immediateserious concern

Proxy votingMyners report recommends

Clear agreements between beneficial ownersand investment managers

Stock lending shouldnt happen Electronic voting Poll (including proxies) for all resolutions

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 28

3 Corporate governance practice and reportingPage 29

Annual general meetings

Notice gt 20 daysbefore

Businesspresentation

Question andanswer sessions

Shareholders vote onsubstantiallyseparate issues

Shareholders vote onreport and accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 29

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board composition directors NEDs evaluationof board performance

Committee reports Relations with auditors and shareholders Review of internal controls Going concern Sustainability reporting Business review

Major disclosuresReportingLondon Stock Exchange requires

Narrative statement of how principles in UKCorporate Governance Code have been applied

Statement of compliancedetails of reasons fornon-compliance

Voluntary disclosuresDisclosures above statutorybest practice minimumDisclosures should follow certain principles

Planned process Transparency in disclosures made Consultation with users All relevant information considered Disclosures subject to review

Wider information provision Different forms of information Greater assurance about management Reflect investor interests

Benefits

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 30

4 Internal control systems

Topic List

Control systems

Nature of risks

Control framework

Control limitations

Enterprise risk management

Assessment of systems

In this chapter we look at the key elements of soundcontrol systems The overall environment and ethos oforganisation is as important as the specific proceduresThe risks organisations face should have a significantimpact upon the control frameworks they adoptYou mayneed to assess the effectiveness of control systems andthe difficulties of implementing sound systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 31

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Internal management control

Cybernetic control system

Management planning organising and directing sothat organisational objectives are achievedTurnbull report listed key aims Facilitate effective and efficient operation Ensure quality of reporting Ensure compliance with laws and regulations

Process of control within system

Identification of system objectives Setting targets for system objectives Measuring system achievementsoutputs Comparing achievements with targets Identifying corrective action Implementing corrective action

Embedded in operations Form part of culture Capable of quick response

Characteristics of control systems

Ease of targetachievement

Qualitativequantitativemeasures

Shortlong-termmeasures

Consistency ofmeasures

Managementintervention

Automatic controlmechanisms

Reliance on socialrelationships

Features of control systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 32

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 33

Risk classificationRisks can be classified in various waysFundamental ndash affects society in generalParticular ndash individual in controlSpeculative ndash good or bad consequencesPure ndash only outcomes harmful

Risk and uncertaintyUncertainty means possible outcomes andor chancesof each occurring are unknown

Risk and corporate governanceCorporate governance reports aim to addressshareholder concerns that directors are notachieving adequate returns for risks incurred andprovide mechanisms for controlling directors whoare taking excessive risks Directors responsibilityfor monitoring and disclosing risk management isstressed

Predictability of cash flows Limitation of effects of bad events Increased shareholder confidence Weigh costs

Benefits of risk management

Risk and returnBusinesses have to take some risks to trade(entrepreneurship) Businesses may tolerate higherrisk levels provided they receive higher returns

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 33

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

CONTROL FRAMEWORK

Control activitiesControl environment

Orderly conduct of business Adherence to internal policies and laws Safeguarding assets Preventiondetection of fraud Accuracycompleteness of accounting records Quality of information and reporting

Purposes

Objectives

Natureextent ofrisks

Acceptable risks

Likelihood risksmaterialise

Ability to reducerisks

Costsbenefits ofcontrols

Changes in riskconditions

Control systems and risks

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 34

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 35

Costs gt benefits Human errorFraud Employee collusion

Managementbypass

Designed for routinetransactions

Depend on methodof data processing

LIMITATIONS OF CONTROLS

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 35

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Enterprise risk management (ERM)ERM is framework suggested by COSO for dealingwith risk It is a fundamental process operated atorganisation level that helps staff understand risksresponsibilities and authority levels ERM should

Apply in strategy setting Apply in all areas and over whole organisation Identify events affecting entity Manage risk according to risk appetite Provide reasonable assurance Support organisational objectives

Align risk appetite and strategy Link growth risk and return Choose best risk response Minimise surprises and losses Manage risks over whole organisation Allows organisation to seize opportunities

ERM benefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 36

4 Internal control systemsPage 37

Internal EnvironmentObjective Setting

Event IdentificationRisk AssessmentRisk Response

Control ActivitiesInformation amp Communication

Monitoring

STRATEGIC

OPERATIONS

REPORTING

COMPLIANCE

ENTITY LEVELDIVISION

BUSINESS UNITSUBSIDIARY

COSOs Enterprise Risk Management framework

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 37

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Objectives Risk links Compatibility Control mixHuman

resources

Framework Review Information

ASSESSMENT

Feedback Costsbenefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 38

5 Risk attitudes and internal environment

Topic List

Risk attributes

Stakeholders and risk

Internal environment

Risk management responsibilities

Objective setting

This chapter covers the underlying factors that helpdetermine how organisations respond to the risks theyface These factors include attitudes to risk theenvironment and culture and the organisational structureincluding responsibilities for dealing with risks

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 39

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Emotional satisfaction

Risk-averse or risk-seeking

Riskreturn

Size Structure Development Past experience Focus on avoiding

risk

Organisational influences

Shareholder requirements

Personal views

Risk attributes

National influences Government protection

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 40

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

5 Risk attitudes and internal environment Page 41

RISK

CONCERNS

Dividend impact Capital gain impact Dependent on their risk appetitediversification Threat to repayment Security imposed Threat of other debts Job threats Health and safety worries Ability to take action Losses on sales Unwilling credit suppliers Disruption of relationships Delivery failures Lack of value Poor quality Poor employment policies Adverse impact on the environment

Debt providers

Wider community

Suppliers

Shareholders

Employees

Customers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 41

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Internalcontrol environmentThe control environment is the attitude awareness andactions of management in relation to internal controls providing the background for the operation of other controls

Risk management philosophy Risk appetite Integrity Ethics Organisational environment

Risk environment

Managements philosophy and operating style Control culture Organisational structure Methods of imposing control Integrity ethical values and competence

Elements of internal environment

Clear risk management strategies Culturecode of conductHRMreward systems support

objectives and risk limitation Senior management commitment to competence

integrity and trust Clear authority and responsibility Communication procedures Staff have knowledge skills and tools

Strong internal environment

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 42

5 Risk attitudes and internal environment Page 43

Embedding risk awarenessRisk assessment should evolve into a consistent activityembedded across all processes focus on

Threats to shareholdersstakeholders (future growthopportunitiescore business)

Consistent action-orientated risk assessment

Internal communications programme Training Involvement in risk identification Incentives Key personnel persuasion Infrastructure support

Changing risk culture Definitions and objectives Regulatory requirements Links to strategic decision-making Key areas Risk classification Risk responsibilities Important controls Assurance reporting Training

Risk policy statement

Risk registerFormal collection of risk and response informationRegister lists and prioritises risks and specifiesresponsible individuals and action taken

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 43

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Board

Senior managers

Internal audit

External audit

Line managers

Staff

Determines risk management strategy and monitors overall risks setsand reviews internal control

Build on overall framework specifying risk management methods andco-ordinate responses may staff risk management group

Audit risk management processkey risk area controls

Audit risk areas that impact materially on financial statements

Identify and evaluate risks in their areas use performanceindicators for monitoring implement responses

Follow risk management procedures have good understandingreport dangers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 44

5 Risk attitudes and internal environment Page 45

Risk committeeCommittee of directors separate from auditcommittee responsible for monitoring andsupervising risk identification and management

Can be staffed by executive directors Allows audit committee to concentrate on

financial risks

Risk management personnelRisk specialist ndash consultant called in to advise on particularaspects of risk management

Risk manager ndash employee with specific responsibility fordealing appropriately with risks

Risk management function ndash employees in largerorganisations

Determine risk managementstrategypolicy

Review reports on risk Monitor overall exposure Monitor changes in circumstances Assess effectiveness of RM systems Review statement on internal control

Role of RM committee

Helping determine risk management strategies Champions of risk management Building risk awareness culture Establishing risk policy and structures Developing and reviewing risk management processes Co-ordinating functional responses Preparing report for boardshareholders

Role of RM function

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 45

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

MissionA general objective visionary often unwritten andvery open-ended without any time limit for achievement

Strategic ndash high level goals support mission Operational ndash effectiveness and efficiency Reporting ndash reliability Compliance ndash with applicable laws

COSO model

Profitability Market share Growth Cash flow Customer satisfaction Quality Added value

Corporate objectives

Objective setting and riskStrategic objectives and mission will influence riskmanagement

However businesses should also determine riskappetite (willingness to take risks) and riskstrategy

These in turn should influence business objectivesBusinesses should take a portfolio view of riskslooking at relevant risks over the whole organisation

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 46

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 13: 2015 bpp p1 passcards

Definition Main issuesStakeholdersAgencyConcepts

Secretary

Customers

Suppliers

Employees

Executive full-time managers non-executive monitoring

Arranges board meetings plans agenda deals with documents and registers generaladministration reports to chairman

Concerned with impact of board upon position supervise and co-ordinateimplementation of business strategy and risk management provide data for board

Commitment interest in pay and conditions need to implement control systems adoptculture and provide feedback

Pay and working conditions concerned with poor board communication lax risk andcontrol environment can be used to harness employee support

Co-operation needed for just-in-time supply poor payment record leads to creditrestriction and poor service

Increased expectations power to shop elsewhere ability to make views known ethicalrequirements

Directors

Sub-board management

Trade unions

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 8

1 Scope of corporate governancePage 9

Highlight governance and reporting issues independence required to supplyconfidence in information need for audit committee to reinforce position

Establish rules and standards carry out inspections May be enforcement costs orregulatory capture domination of regulator by regulated

Establish overall climate encourage private shareholdings provide subsidiesnationalise poorly performing industries run public sector organisations

Companies raise money investors transfer shares supply data about companyvalue and provide regulatory framework for governance

Can influence prices avoid speculative shares want short-term profits can influencecompanies through meetings and voting able to take direct action if dissatisfied

Hold small numbers of shares in companies trusts and funds Likely to beundiversified and concerned with information asymmetry

Services from public sector aid from charities

Provide funds to charities want them well-spent

External auditors

Regulators

Government

Stock exchanges

Institutional investors

Small investors

RecipientsDonors

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 9

Definition Main issuesStakeholdersAgencyConcepts

Duties of directorsCorporate governance guidelines reinforce legal andfiduciary duties to act in companyrsquos best interestsuse powers for proper purpose avoid conflicts ofinterest and exercise duty of care

Accounting and auditingGreater transparency and reliability of accountsdecreasing investor risks Tougher auditing standardsand requirements for auditors to avoid conflicts ofinterest

Board supervisionNeed for board to meet regularly to consider effectivelyorganisationrsquos activities risks and control systems

Directors remuneration

Corporate social responsibility

Board compositionNeed to avoid domination by single individualsmallgroup of executive directors

Builds on stakeholders debate what responsibilitiesshould organisation and board fulfil

Directors being paid undeserved and excessiveremuneration and bonuses Allegations that directorshave been rewarded for making losses

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 10

2 Approaches to corporate governance

Topic List

Development of guidance

Basis of guidance

Major governance codes

Sarbanes-Oxley

Corporate social responsibility

Public sector governance

In this chapter we summarise the factors that haveinfluenced the ways corporate governance hasdeveloped including the important rules v principlesdebateYou may be asked about these in part (a) of aquestion before you consider specific corporategovernance arrangements later in the question We alsogive details of the major worldwide codes particularlythose that have international impact

Corporate social responsibility is a major topic in thisexam and the themes we cover here and in Chapter 11will occur in many questions

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 11

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Internationalisation

Governance development

Investor treatment Financial reportingweaknesses

Individual countrycharacteristics

Corporate scandals

Openness Integrity Accountability

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 12

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

2 Approaches to corporate governancePage 13

Basis ofguidance

Principles-based approachMost corporate governance codes use a principles-based approach with broad guidelines supplemented bylimited specific requirements Encourage companies tocomply or explain

Rules-based approachRules-based approach focuses on regulations andtargets that must be met without any leeway It should beeasy to ascertain compliance but in practice there maybe questionable situations which are not fully covered bythe rules

Fulfil strategic objectives Reinforce governance regulation Minimise risk Promote ethical behaviour Underpin investor confidence Fulfil stakeholder responsibilities Establish management accountability Maintain NEDauditor independence Provide accurate reporting

Encourage owner involvement

Direct behaviour

Key Principles

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 13

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Insider systemsMost companies listed on stock exchange are controlledby a few individuals for example family companies

Avoids inflexible rules Less burdensome Allows scope for development Comply or explain Emphasis on investor judgement

Advantages of principles

Outsider systemsShareholdings are widely dispersed managerownerseparation

Strong owner-manager linksLonger-term viewDiscrimination v minorityLack of monitoringgovernance

Robust governance regimeHostile takeover threat constrains managementAgency problemShort-term priorities

AdvantagesDisadvantages

Insider Outsider

Principles too broad Lack of consistency Confusion over what is compulsory Companies treat as non-binding Markets dont understand disclosures

Problems with principles

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 14

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyBasis ofguidance

2 Approaches to corporate governancePage 15

Majorgovernance codes

OECD principles

Shareholderstakeholder rights Equitable treatment of all shareholders Stakeholders rights protected Timelyaccurate disclosure of material matters Board responsible for strategy and monitoring

PrinciplesICGN reportInternational Corporate Governance Network hasprovided practical guidance for boards to operateefficiently and compete for scarce capital

Organisation for Economic Co-operation andDevelopment produced non-binding principles toaddress the interests of global investors Companiesshould work towards achieving principles andprinciples are guidelines for individual countries todevelop own codes

UK Corporate Governance CodeCode derived originally from Cadbury Greenbury andHampel reports supplemented by

Turnbull report ndash risk and internal control Smith report ndash audit committees Higgs report ndash non-executive directors

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 15

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

The non-audit services auditors can provide aresignificantly restricted and auditors are subject tovarious other rules

Compulsory partner rotation

Retention of audit papers

Quality control standards

Review internal control systems

Sarbanes-OxleyThe Sarbanes-Oxley Act was a response to thecollapse of Enron one of Americas biggest companiesThe Act is more prescriptive than codes in otherjurisdictions impacting on review of controlsdisclosures audits ethics and directorsrsquo share trading

Lack of transparency in accounts Non-executive directors weak Lack of external audit scrutiny Directorsrsquo use of inside information Dishonesty and law-breaking

Weaknesses at Enron

Corporate responsibilityChief executivechief finance officer certify

Appropriateness of accounts

Accounts fairly reflect operations and financialcondition

If accounts have to be restated they forfeit theirbonuses

Auditing requirements

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 16

2 Approaches to corporate governancePage 17

Audit committeesEvery listed company should have an auditcommittee consisting of independent directors withmember(s) with financial expertise Audit committeeshould be responsible for

Appointment compensation and oversight ofauditors

Discussing key accounting policies with auditors Setting up complaints mechanisms

Internal control reports (s404)Annual accounts must contain internal control reportsthat

State management responsibility for controlstructurefinancial reporting procedures

Assess effectiveness of control structurefinancialreporting procedures (with audit report)

State whether code of conduct for senior financialofficers has been adopted

Whistleblowing Off-balance sheet transactionsEmployeesauditors will be granted whistleblowingprotection if they disclose private employerinformation to parties involved in a fraud claim

There should be appropriate disclosure of material off-balance sheet transactions

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 17

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Carrolls modelFour levels of responsibilities

Economic ndash shareholdersemployeescustomers Legal ndash comply with laws Ethical ndash act in fair and just way Philanthropic ndash generosity to employees

community

Collaboration time-consuming and expensive Culture clashes with certain stakeholders Collaboration on some issues conflict on

others Lack of consensus between different

stakeholders

Problems with stakeholder view

CSR and stakeholdersBusinesses benefit from goodwill and other aspectsof society and therefore owe those particularlyaffected by their activities certain duties in return

Significance of responsibilityLarge businesses in particular face expectations thatthey will act in a socially responsible fashion

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 18

2 Approaches to corporate governancePage 19

Ownership responsibilitiesBy buying shares shareholders buy a responsibility toensure that company is managed efficiently and in waysconsistent with public welfare Responsibilities of institu-tional shareholders have been stressed institutionalshareholders large shareholdings meaning theyshould be actively involved and pressure managers

Shareholders with small holdings arenrsquotinfluential

Shareholders can easily dispose of shares andthis loosens feelings of obligation

Ownership view problems

Objectives

Mission statements

Ethical codes

Governance codes

Stakeholder board representation

Corporate social reporting

Impact of CSR

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 19

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Public sector Private sector Charitable status NGOsquasi NGOs

Purposes and objectives Public service Profit Relief of povertyresearch etc

As defined by owners

Performance Central regulation Financial reportingstandards

SORP Set outcomes

Ownership Government Partnersshareholders

Donors Government

Stakeholders (including lobby groups)

The public centralgovernmentservice users

Shareholdersregulators taxationauthorities

Service users Governmentlobbying groups

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 20

3 Corporate governance practiceand reporting

Topic List

Role of board

Board membership

Non-executive directors

Directors remuneration

Stakeholder relationships

Reporting

Corporate governance practice is a key area in thissyllabus and you can expect to be asked whether anorganisation is following good practice The role andactivities of the board will be significant elements inmany questions How corporate governance practiceserves the interests of stakeholders will also beimportant

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 21

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Scope of boards roleThe board should have a formal schedule of mattersreserved to it for decisions Board is also responsiblefor overseeing strategy monitoring risk controlsystems and management and ensuring effectivecommunication

Maximise talent pool Broader range of knowledge Access stakeholder constituencies Greater independence Corporate citizen

Advantages of diversity

Legal responsibilities Avoidance of conflict of interest Time limits on appointments Limits on service contracts Retirement by rotation Insider dealing

Legal and regulatory frameworks

Nomination of directorsNomination committee should oversee appointmentsand make recommendations to the board Needs toconsider

Executivesnon-executives Gaps in current boards skills Expanding board diversity (age gender race

ethnicity education background) Continuity and succession planning

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 22

3 Corporate governance practice and reportingPage 23

CPD and appraisalsAll board members should have training coveringstrategy management legal responsibilities andcompany related issues

There should be annual appraisals of the performanceof the whole board and of individual directors

Performance against objectives Contribution to strategyenvironment Response to problems Considering right matters Communication Effectiveness of board committees Quality of feedback Adequacy of decision-making

Board appraisal

Advantages of multi-tier boards

Supervisorssupervised separationDeters management fraudBetter links with stakeholdersBetter use of non-executive time

Disadvantages of multi-tier boards

Lack of accountabilityDont receive information from managersSupervisory board decision-making restrictedLess effective at questioning managers

Companies in some countries are run by two or moreboards often with supervisorymanagement role split

Multi-tier boards

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 23

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board membershipCompanies need to consider optimumsize balance of executive and non-executive directors and diversity ofmembership

Division of responsibilitiesNo one individual should have unfettered control Ideally chairman andchief executive should be different people if not there should be a strongindependent element on the board with a recognised senior member

Board committeesBoard committees supervise specificareas doesnt absolve main boardfrom overall responsibilities Keycommittees

Nomination (this chapter)

Audit (Chapter 8)

Remuneration (this chapter)

Risk management (Chapter 5)

Strategic development

Investment analysis

Risk management

Recommendations toboard committees

Control systemsenforcement

Responsibilities of CEO

Running board

Accurate board information

Shareholder communication(Chairmans Statement)

New director induction

Board appraisal

Board development

Signing off accounts

Responsibilities of chairman

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 24

3 Corporate governance practice and reportingPage 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Number of NEDsUSAUK ndash Independent NEDs at least half of boardothers ndash sufficient for views to carry weight

Independence of NEDs No businessfinancialother connection No share optionspensions Appointment for specified term Ability to take independent advice

Advantages of NEDs

External experience and knowledgeWider perspectiveComfort for investorsConfidantenablerBoard members but objective

Disadvantages of NEDs

IndependenceRestricted recruitmentDifficult to impose viewsCanrsquot prevent problemsLimited time

Non-executive directors (NEDs)NEDs have no executive (managerial) responsibilitiesThey should provide balance and help to reduceconflict between executive directors and shareholdersMajority of NEDs should be independent

Role Strategy Scrutiny

Risk management Board personnel

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Service contractsIf service contracts are too long premature terminationmay mean significant payments Service contractsshouldnt be gt12 months normally

Remuneration committeeCommittee of independent NEDs determining

Remuneration policy Specific remuneration packages

PrinciplesUKs Greenbury committee suggests

Directors remuneration set by independent boardmembers

Bonuses related to measurable performanceenhancedlong-term shareholder value

Full transparency in annual accounts

Remuneration statementConsider and disclose

Remuneration policy Arrangements for individual directorsConsider allowing members to vote onremuneration statement in accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 26

3 Corporate governance practice and reportingPage 27

Elements of remuneration packageBasic salary ndash in contract of employment

Performance-related bonuses ndash limited possiblyto maximum of pay shouldnt be given fortransactions or if excessive risks taken

Shares ndash granted on condition cant be sold

Share options ndash purchased at specified exerciseprice encouragement to improve companysperformance and hence share prices options(and shares) to be held for certain length of time

Benefits-in-kind ndash is cost excessive and howcomparable are they with what employees aregiven

Pensions ndash best practice to make only basicsalary pensionable

Need to attract and retain directors Interests of stakeholders Weighting and phasing of different parts of package Directormanager differentials Impact of directormanager resigning Performance measures

Factors affecting remuneration levels

Variety of financialnon-financial measures Focus on current not historic performance Avoid short-termism Reward individual effort

Performance measures

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 27

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Relationships with stakeholdersOECD stresses role of

Employees Creditors Suppliers Investors Government

Position of stakeholders should be

Protected by law Enhanced by participation (eg employees share

ownership profit-sharing arrangements seat onboard)

Relationships with shareholdersDirectors should be required to submit to regular re-election (every yearevery three years) Boards shouldconsider relationships with all shareholders particularlyinstitutional shareholders Annual general meetings nor-mal part of calendar other general meetings discussissues of immediateserious concern

Proxy votingMyners report recommends

Clear agreements between beneficial ownersand investment managers

Stock lending shouldnt happen Electronic voting Poll (including proxies) for all resolutions

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 28

3 Corporate governance practice and reportingPage 29

Annual general meetings

Notice gt 20 daysbefore

Businesspresentation

Question andanswer sessions

Shareholders vote onsubstantiallyseparate issues

Shareholders vote onreport and accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 29

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board composition directors NEDs evaluationof board performance

Committee reports Relations with auditors and shareholders Review of internal controls Going concern Sustainability reporting Business review

Major disclosuresReportingLondon Stock Exchange requires

Narrative statement of how principles in UKCorporate Governance Code have been applied

Statement of compliancedetails of reasons fornon-compliance

Voluntary disclosuresDisclosures above statutorybest practice minimumDisclosures should follow certain principles

Planned process Transparency in disclosures made Consultation with users All relevant information considered Disclosures subject to review

Wider information provision Different forms of information Greater assurance about management Reflect investor interests

Benefits

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 30

4 Internal control systems

Topic List

Control systems

Nature of risks

Control framework

Control limitations

Enterprise risk management

Assessment of systems

In this chapter we look at the key elements of soundcontrol systems The overall environment and ethos oforganisation is as important as the specific proceduresThe risks organisations face should have a significantimpact upon the control frameworks they adoptYou mayneed to assess the effectiveness of control systems andthe difficulties of implementing sound systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 31

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Internal management control

Cybernetic control system

Management planning organising and directing sothat organisational objectives are achievedTurnbull report listed key aims Facilitate effective and efficient operation Ensure quality of reporting Ensure compliance with laws and regulations

Process of control within system

Identification of system objectives Setting targets for system objectives Measuring system achievementsoutputs Comparing achievements with targets Identifying corrective action Implementing corrective action

Embedded in operations Form part of culture Capable of quick response

Characteristics of control systems

Ease of targetachievement

Qualitativequantitativemeasures

Shortlong-termmeasures

Consistency ofmeasures

Managementintervention

Automatic controlmechanisms

Reliance on socialrelationships

Features of control systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 32

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 33

Risk classificationRisks can be classified in various waysFundamental ndash affects society in generalParticular ndash individual in controlSpeculative ndash good or bad consequencesPure ndash only outcomes harmful

Risk and uncertaintyUncertainty means possible outcomes andor chancesof each occurring are unknown

Risk and corporate governanceCorporate governance reports aim to addressshareholder concerns that directors are notachieving adequate returns for risks incurred andprovide mechanisms for controlling directors whoare taking excessive risks Directors responsibilityfor monitoring and disclosing risk management isstressed

Predictability of cash flows Limitation of effects of bad events Increased shareholder confidence Weigh costs

Benefits of risk management

Risk and returnBusinesses have to take some risks to trade(entrepreneurship) Businesses may tolerate higherrisk levels provided they receive higher returns

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 33

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

CONTROL FRAMEWORK

Control activitiesControl environment

Orderly conduct of business Adherence to internal policies and laws Safeguarding assets Preventiondetection of fraud Accuracycompleteness of accounting records Quality of information and reporting

Purposes

Objectives

Natureextent ofrisks

Acceptable risks

Likelihood risksmaterialise

Ability to reducerisks

Costsbenefits ofcontrols

Changes in riskconditions

Control systems and risks

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 34

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 35

Costs gt benefits Human errorFraud Employee collusion

Managementbypass

Designed for routinetransactions

Depend on methodof data processing

LIMITATIONS OF CONTROLS

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 35

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Enterprise risk management (ERM)ERM is framework suggested by COSO for dealingwith risk It is a fundamental process operated atorganisation level that helps staff understand risksresponsibilities and authority levels ERM should

Apply in strategy setting Apply in all areas and over whole organisation Identify events affecting entity Manage risk according to risk appetite Provide reasonable assurance Support organisational objectives

Align risk appetite and strategy Link growth risk and return Choose best risk response Minimise surprises and losses Manage risks over whole organisation Allows organisation to seize opportunities

ERM benefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 36

4 Internal control systemsPage 37

Internal EnvironmentObjective Setting

Event IdentificationRisk AssessmentRisk Response

Control ActivitiesInformation amp Communication

Monitoring

STRATEGIC

OPERATIONS

REPORTING

COMPLIANCE

ENTITY LEVELDIVISION

BUSINESS UNITSUBSIDIARY

COSOs Enterprise Risk Management framework

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 37

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Objectives Risk links Compatibility Control mixHuman

resources

Framework Review Information

ASSESSMENT

Feedback Costsbenefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 38

5 Risk attitudes and internal environment

Topic List

Risk attributes

Stakeholders and risk

Internal environment

Risk management responsibilities

Objective setting

This chapter covers the underlying factors that helpdetermine how organisations respond to the risks theyface These factors include attitudes to risk theenvironment and culture and the organisational structureincluding responsibilities for dealing with risks

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 39

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Emotional satisfaction

Risk-averse or risk-seeking

Riskreturn

Size Structure Development Past experience Focus on avoiding

risk

Organisational influences

Shareholder requirements

Personal views

Risk attributes

National influences Government protection

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 40

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

5 Risk attitudes and internal environment Page 41

RISK

CONCERNS

Dividend impact Capital gain impact Dependent on their risk appetitediversification Threat to repayment Security imposed Threat of other debts Job threats Health and safety worries Ability to take action Losses on sales Unwilling credit suppliers Disruption of relationships Delivery failures Lack of value Poor quality Poor employment policies Adverse impact on the environment

Debt providers

Wider community

Suppliers

Shareholders

Employees

Customers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 41

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Internalcontrol environmentThe control environment is the attitude awareness andactions of management in relation to internal controls providing the background for the operation of other controls

Risk management philosophy Risk appetite Integrity Ethics Organisational environment

Risk environment

Managements philosophy and operating style Control culture Organisational structure Methods of imposing control Integrity ethical values and competence

Elements of internal environment

Clear risk management strategies Culturecode of conductHRMreward systems support

objectives and risk limitation Senior management commitment to competence

integrity and trust Clear authority and responsibility Communication procedures Staff have knowledge skills and tools

Strong internal environment

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 42

5 Risk attitudes and internal environment Page 43

Embedding risk awarenessRisk assessment should evolve into a consistent activityembedded across all processes focus on

Threats to shareholdersstakeholders (future growthopportunitiescore business)

Consistent action-orientated risk assessment

Internal communications programme Training Involvement in risk identification Incentives Key personnel persuasion Infrastructure support

Changing risk culture Definitions and objectives Regulatory requirements Links to strategic decision-making Key areas Risk classification Risk responsibilities Important controls Assurance reporting Training

Risk policy statement

Risk registerFormal collection of risk and response informationRegister lists and prioritises risks and specifiesresponsible individuals and action taken

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 43

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Board

Senior managers

Internal audit

External audit

Line managers

Staff

Determines risk management strategy and monitors overall risks setsand reviews internal control

Build on overall framework specifying risk management methods andco-ordinate responses may staff risk management group

Audit risk management processkey risk area controls

Audit risk areas that impact materially on financial statements

Identify and evaluate risks in their areas use performanceindicators for monitoring implement responses

Follow risk management procedures have good understandingreport dangers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 44

5 Risk attitudes and internal environment Page 45

Risk committeeCommittee of directors separate from auditcommittee responsible for monitoring andsupervising risk identification and management

Can be staffed by executive directors Allows audit committee to concentrate on

financial risks

Risk management personnelRisk specialist ndash consultant called in to advise on particularaspects of risk management

Risk manager ndash employee with specific responsibility fordealing appropriately with risks

Risk management function ndash employees in largerorganisations

Determine risk managementstrategypolicy

Review reports on risk Monitor overall exposure Monitor changes in circumstances Assess effectiveness of RM systems Review statement on internal control

Role of RM committee

Helping determine risk management strategies Champions of risk management Building risk awareness culture Establishing risk policy and structures Developing and reviewing risk management processes Co-ordinating functional responses Preparing report for boardshareholders

Role of RM function

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 45

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

MissionA general objective visionary often unwritten andvery open-ended without any time limit for achievement

Strategic ndash high level goals support mission Operational ndash effectiveness and efficiency Reporting ndash reliability Compliance ndash with applicable laws

COSO model

Profitability Market share Growth Cash flow Customer satisfaction Quality Added value

Corporate objectives

Objective setting and riskStrategic objectives and mission will influence riskmanagement

However businesses should also determine riskappetite (willingness to take risks) and riskstrategy

These in turn should influence business objectivesBusinesses should take a portfolio view of riskslooking at relevant risks over the whole organisation

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 46

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 14: 2015 bpp p1 passcards

1 Scope of corporate governancePage 9

Highlight governance and reporting issues independence required to supplyconfidence in information need for audit committee to reinforce position

Establish rules and standards carry out inspections May be enforcement costs orregulatory capture domination of regulator by regulated

Establish overall climate encourage private shareholdings provide subsidiesnationalise poorly performing industries run public sector organisations

Companies raise money investors transfer shares supply data about companyvalue and provide regulatory framework for governance

Can influence prices avoid speculative shares want short-term profits can influencecompanies through meetings and voting able to take direct action if dissatisfied

Hold small numbers of shares in companies trusts and funds Likely to beundiversified and concerned with information asymmetry

Services from public sector aid from charities

Provide funds to charities want them well-spent

External auditors

Regulators

Government

Stock exchanges

Institutional investors

Small investors

RecipientsDonors

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 9

Definition Main issuesStakeholdersAgencyConcepts

Duties of directorsCorporate governance guidelines reinforce legal andfiduciary duties to act in companyrsquos best interestsuse powers for proper purpose avoid conflicts ofinterest and exercise duty of care

Accounting and auditingGreater transparency and reliability of accountsdecreasing investor risks Tougher auditing standardsand requirements for auditors to avoid conflicts ofinterest

Board supervisionNeed for board to meet regularly to consider effectivelyorganisationrsquos activities risks and control systems

Directors remuneration

Corporate social responsibility

Board compositionNeed to avoid domination by single individualsmallgroup of executive directors

Builds on stakeholders debate what responsibilitiesshould organisation and board fulfil

Directors being paid undeserved and excessiveremuneration and bonuses Allegations that directorshave been rewarded for making losses

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 10

2 Approaches to corporate governance

Topic List

Development of guidance

Basis of guidance

Major governance codes

Sarbanes-Oxley

Corporate social responsibility

Public sector governance

In this chapter we summarise the factors that haveinfluenced the ways corporate governance hasdeveloped including the important rules v principlesdebateYou may be asked about these in part (a) of aquestion before you consider specific corporategovernance arrangements later in the question We alsogive details of the major worldwide codes particularlythose that have international impact

Corporate social responsibility is a major topic in thisexam and the themes we cover here and in Chapter 11will occur in many questions

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 11

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Internationalisation

Governance development

Investor treatment Financial reportingweaknesses

Individual countrycharacteristics

Corporate scandals

Openness Integrity Accountability

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 12

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

2 Approaches to corporate governancePage 13

Basis ofguidance

Principles-based approachMost corporate governance codes use a principles-based approach with broad guidelines supplemented bylimited specific requirements Encourage companies tocomply or explain

Rules-based approachRules-based approach focuses on regulations andtargets that must be met without any leeway It should beeasy to ascertain compliance but in practice there maybe questionable situations which are not fully covered bythe rules

Fulfil strategic objectives Reinforce governance regulation Minimise risk Promote ethical behaviour Underpin investor confidence Fulfil stakeholder responsibilities Establish management accountability Maintain NEDauditor independence Provide accurate reporting

Encourage owner involvement

Direct behaviour

Key Principles

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 13

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Insider systemsMost companies listed on stock exchange are controlledby a few individuals for example family companies

Avoids inflexible rules Less burdensome Allows scope for development Comply or explain Emphasis on investor judgement

Advantages of principles

Outsider systemsShareholdings are widely dispersed managerownerseparation

Strong owner-manager linksLonger-term viewDiscrimination v minorityLack of monitoringgovernance

Robust governance regimeHostile takeover threat constrains managementAgency problemShort-term priorities

AdvantagesDisadvantages

Insider Outsider

Principles too broad Lack of consistency Confusion over what is compulsory Companies treat as non-binding Markets dont understand disclosures

Problems with principles

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 14

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyBasis ofguidance

2 Approaches to corporate governancePage 15

Majorgovernance codes

OECD principles

Shareholderstakeholder rights Equitable treatment of all shareholders Stakeholders rights protected Timelyaccurate disclosure of material matters Board responsible for strategy and monitoring

PrinciplesICGN reportInternational Corporate Governance Network hasprovided practical guidance for boards to operateefficiently and compete for scarce capital

Organisation for Economic Co-operation andDevelopment produced non-binding principles toaddress the interests of global investors Companiesshould work towards achieving principles andprinciples are guidelines for individual countries todevelop own codes

UK Corporate Governance CodeCode derived originally from Cadbury Greenbury andHampel reports supplemented by

Turnbull report ndash risk and internal control Smith report ndash audit committees Higgs report ndash non-executive directors

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 15

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

The non-audit services auditors can provide aresignificantly restricted and auditors are subject tovarious other rules

Compulsory partner rotation

Retention of audit papers

Quality control standards

Review internal control systems

Sarbanes-OxleyThe Sarbanes-Oxley Act was a response to thecollapse of Enron one of Americas biggest companiesThe Act is more prescriptive than codes in otherjurisdictions impacting on review of controlsdisclosures audits ethics and directorsrsquo share trading

Lack of transparency in accounts Non-executive directors weak Lack of external audit scrutiny Directorsrsquo use of inside information Dishonesty and law-breaking

Weaknesses at Enron

Corporate responsibilityChief executivechief finance officer certify

Appropriateness of accounts

Accounts fairly reflect operations and financialcondition

If accounts have to be restated they forfeit theirbonuses

Auditing requirements

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 16

2 Approaches to corporate governancePage 17

Audit committeesEvery listed company should have an auditcommittee consisting of independent directors withmember(s) with financial expertise Audit committeeshould be responsible for

Appointment compensation and oversight ofauditors

Discussing key accounting policies with auditors Setting up complaints mechanisms

Internal control reports (s404)Annual accounts must contain internal control reportsthat

State management responsibility for controlstructurefinancial reporting procedures

Assess effectiveness of control structurefinancialreporting procedures (with audit report)

State whether code of conduct for senior financialofficers has been adopted

Whistleblowing Off-balance sheet transactionsEmployeesauditors will be granted whistleblowingprotection if they disclose private employerinformation to parties involved in a fraud claim

There should be appropriate disclosure of material off-balance sheet transactions

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 17

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Carrolls modelFour levels of responsibilities

Economic ndash shareholdersemployeescustomers Legal ndash comply with laws Ethical ndash act in fair and just way Philanthropic ndash generosity to employees

community

Collaboration time-consuming and expensive Culture clashes with certain stakeholders Collaboration on some issues conflict on

others Lack of consensus between different

stakeholders

Problems with stakeholder view

CSR and stakeholdersBusinesses benefit from goodwill and other aspectsof society and therefore owe those particularlyaffected by their activities certain duties in return

Significance of responsibilityLarge businesses in particular face expectations thatthey will act in a socially responsible fashion

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 18

2 Approaches to corporate governancePage 19

Ownership responsibilitiesBy buying shares shareholders buy a responsibility toensure that company is managed efficiently and in waysconsistent with public welfare Responsibilities of institu-tional shareholders have been stressed institutionalshareholders large shareholdings meaning theyshould be actively involved and pressure managers

Shareholders with small holdings arenrsquotinfluential

Shareholders can easily dispose of shares andthis loosens feelings of obligation

Ownership view problems

Objectives

Mission statements

Ethical codes

Governance codes

Stakeholder board representation

Corporate social reporting

Impact of CSR

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 19

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Public sector Private sector Charitable status NGOsquasi NGOs

Purposes and objectives Public service Profit Relief of povertyresearch etc

As defined by owners

Performance Central regulation Financial reportingstandards

SORP Set outcomes

Ownership Government Partnersshareholders

Donors Government

Stakeholders (including lobby groups)

The public centralgovernmentservice users

Shareholdersregulators taxationauthorities

Service users Governmentlobbying groups

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 20

3 Corporate governance practiceand reporting

Topic List

Role of board

Board membership

Non-executive directors

Directors remuneration

Stakeholder relationships

Reporting

Corporate governance practice is a key area in thissyllabus and you can expect to be asked whether anorganisation is following good practice The role andactivities of the board will be significant elements inmany questions How corporate governance practiceserves the interests of stakeholders will also beimportant

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 21

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Scope of boards roleThe board should have a formal schedule of mattersreserved to it for decisions Board is also responsiblefor overseeing strategy monitoring risk controlsystems and management and ensuring effectivecommunication

Maximise talent pool Broader range of knowledge Access stakeholder constituencies Greater independence Corporate citizen

Advantages of diversity

Legal responsibilities Avoidance of conflict of interest Time limits on appointments Limits on service contracts Retirement by rotation Insider dealing

Legal and regulatory frameworks

Nomination of directorsNomination committee should oversee appointmentsand make recommendations to the board Needs toconsider

Executivesnon-executives Gaps in current boards skills Expanding board diversity (age gender race

ethnicity education background) Continuity and succession planning

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 22

3 Corporate governance practice and reportingPage 23

CPD and appraisalsAll board members should have training coveringstrategy management legal responsibilities andcompany related issues

There should be annual appraisals of the performanceof the whole board and of individual directors

Performance against objectives Contribution to strategyenvironment Response to problems Considering right matters Communication Effectiveness of board committees Quality of feedback Adequacy of decision-making

Board appraisal

Advantages of multi-tier boards

Supervisorssupervised separationDeters management fraudBetter links with stakeholdersBetter use of non-executive time

Disadvantages of multi-tier boards

Lack of accountabilityDont receive information from managersSupervisory board decision-making restrictedLess effective at questioning managers

Companies in some countries are run by two or moreboards often with supervisorymanagement role split

Multi-tier boards

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 23

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board membershipCompanies need to consider optimumsize balance of executive and non-executive directors and diversity ofmembership

Division of responsibilitiesNo one individual should have unfettered control Ideally chairman andchief executive should be different people if not there should be a strongindependent element on the board with a recognised senior member

Board committeesBoard committees supervise specificareas doesnt absolve main boardfrom overall responsibilities Keycommittees

Nomination (this chapter)

Audit (Chapter 8)

Remuneration (this chapter)

Risk management (Chapter 5)

Strategic development

Investment analysis

Risk management

Recommendations toboard committees

Control systemsenforcement

Responsibilities of CEO

Running board

Accurate board information

Shareholder communication(Chairmans Statement)

New director induction

Board appraisal

Board development

Signing off accounts

Responsibilities of chairman

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 24

3 Corporate governance practice and reportingPage 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Number of NEDsUSAUK ndash Independent NEDs at least half of boardothers ndash sufficient for views to carry weight

Independence of NEDs No businessfinancialother connection No share optionspensions Appointment for specified term Ability to take independent advice

Advantages of NEDs

External experience and knowledgeWider perspectiveComfort for investorsConfidantenablerBoard members but objective

Disadvantages of NEDs

IndependenceRestricted recruitmentDifficult to impose viewsCanrsquot prevent problemsLimited time

Non-executive directors (NEDs)NEDs have no executive (managerial) responsibilitiesThey should provide balance and help to reduceconflict between executive directors and shareholdersMajority of NEDs should be independent

Role Strategy Scrutiny

Risk management Board personnel

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Service contractsIf service contracts are too long premature terminationmay mean significant payments Service contractsshouldnt be gt12 months normally

Remuneration committeeCommittee of independent NEDs determining

Remuneration policy Specific remuneration packages

PrinciplesUKs Greenbury committee suggests

Directors remuneration set by independent boardmembers

Bonuses related to measurable performanceenhancedlong-term shareholder value

Full transparency in annual accounts

Remuneration statementConsider and disclose

Remuneration policy Arrangements for individual directorsConsider allowing members to vote onremuneration statement in accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 26

3 Corporate governance practice and reportingPage 27

Elements of remuneration packageBasic salary ndash in contract of employment

Performance-related bonuses ndash limited possiblyto maximum of pay shouldnt be given fortransactions or if excessive risks taken

Shares ndash granted on condition cant be sold

Share options ndash purchased at specified exerciseprice encouragement to improve companysperformance and hence share prices options(and shares) to be held for certain length of time

Benefits-in-kind ndash is cost excessive and howcomparable are they with what employees aregiven

Pensions ndash best practice to make only basicsalary pensionable

Need to attract and retain directors Interests of stakeholders Weighting and phasing of different parts of package Directormanager differentials Impact of directormanager resigning Performance measures

Factors affecting remuneration levels

Variety of financialnon-financial measures Focus on current not historic performance Avoid short-termism Reward individual effort

Performance measures

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 27

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Relationships with stakeholdersOECD stresses role of

Employees Creditors Suppliers Investors Government

Position of stakeholders should be

Protected by law Enhanced by participation (eg employees share

ownership profit-sharing arrangements seat onboard)

Relationships with shareholdersDirectors should be required to submit to regular re-election (every yearevery three years) Boards shouldconsider relationships with all shareholders particularlyinstitutional shareholders Annual general meetings nor-mal part of calendar other general meetings discussissues of immediateserious concern

Proxy votingMyners report recommends

Clear agreements between beneficial ownersand investment managers

Stock lending shouldnt happen Electronic voting Poll (including proxies) for all resolutions

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 28

3 Corporate governance practice and reportingPage 29

Annual general meetings

Notice gt 20 daysbefore

Businesspresentation

Question andanswer sessions

Shareholders vote onsubstantiallyseparate issues

Shareholders vote onreport and accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 29

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board composition directors NEDs evaluationof board performance

Committee reports Relations with auditors and shareholders Review of internal controls Going concern Sustainability reporting Business review

Major disclosuresReportingLondon Stock Exchange requires

Narrative statement of how principles in UKCorporate Governance Code have been applied

Statement of compliancedetails of reasons fornon-compliance

Voluntary disclosuresDisclosures above statutorybest practice minimumDisclosures should follow certain principles

Planned process Transparency in disclosures made Consultation with users All relevant information considered Disclosures subject to review

Wider information provision Different forms of information Greater assurance about management Reflect investor interests

Benefits

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 30

4 Internal control systems

Topic List

Control systems

Nature of risks

Control framework

Control limitations

Enterprise risk management

Assessment of systems

In this chapter we look at the key elements of soundcontrol systems The overall environment and ethos oforganisation is as important as the specific proceduresThe risks organisations face should have a significantimpact upon the control frameworks they adoptYou mayneed to assess the effectiveness of control systems andthe difficulties of implementing sound systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 31

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Internal management control

Cybernetic control system

Management planning organising and directing sothat organisational objectives are achievedTurnbull report listed key aims Facilitate effective and efficient operation Ensure quality of reporting Ensure compliance with laws and regulations

Process of control within system

Identification of system objectives Setting targets for system objectives Measuring system achievementsoutputs Comparing achievements with targets Identifying corrective action Implementing corrective action

Embedded in operations Form part of culture Capable of quick response

Characteristics of control systems

Ease of targetachievement

Qualitativequantitativemeasures

Shortlong-termmeasures

Consistency ofmeasures

Managementintervention

Automatic controlmechanisms

Reliance on socialrelationships

Features of control systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 32

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 33

Risk classificationRisks can be classified in various waysFundamental ndash affects society in generalParticular ndash individual in controlSpeculative ndash good or bad consequencesPure ndash only outcomes harmful

Risk and uncertaintyUncertainty means possible outcomes andor chancesof each occurring are unknown

Risk and corporate governanceCorporate governance reports aim to addressshareholder concerns that directors are notachieving adequate returns for risks incurred andprovide mechanisms for controlling directors whoare taking excessive risks Directors responsibilityfor monitoring and disclosing risk management isstressed

Predictability of cash flows Limitation of effects of bad events Increased shareholder confidence Weigh costs

Benefits of risk management

Risk and returnBusinesses have to take some risks to trade(entrepreneurship) Businesses may tolerate higherrisk levels provided they receive higher returns

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 33

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

CONTROL FRAMEWORK

Control activitiesControl environment

Orderly conduct of business Adherence to internal policies and laws Safeguarding assets Preventiondetection of fraud Accuracycompleteness of accounting records Quality of information and reporting

Purposes

Objectives

Natureextent ofrisks

Acceptable risks

Likelihood risksmaterialise

Ability to reducerisks

Costsbenefits ofcontrols

Changes in riskconditions

Control systems and risks

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 34

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 35

Costs gt benefits Human errorFraud Employee collusion

Managementbypass

Designed for routinetransactions

Depend on methodof data processing

LIMITATIONS OF CONTROLS

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 35

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Enterprise risk management (ERM)ERM is framework suggested by COSO for dealingwith risk It is a fundamental process operated atorganisation level that helps staff understand risksresponsibilities and authority levels ERM should

Apply in strategy setting Apply in all areas and over whole organisation Identify events affecting entity Manage risk according to risk appetite Provide reasonable assurance Support organisational objectives

Align risk appetite and strategy Link growth risk and return Choose best risk response Minimise surprises and losses Manage risks over whole organisation Allows organisation to seize opportunities

ERM benefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 36

4 Internal control systemsPage 37

Internal EnvironmentObjective Setting

Event IdentificationRisk AssessmentRisk Response

Control ActivitiesInformation amp Communication

Monitoring

STRATEGIC

OPERATIONS

REPORTING

COMPLIANCE

ENTITY LEVELDIVISION

BUSINESS UNITSUBSIDIARY

COSOs Enterprise Risk Management framework

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 37

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Objectives Risk links Compatibility Control mixHuman

resources

Framework Review Information

ASSESSMENT

Feedback Costsbenefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 38

5 Risk attitudes and internal environment

Topic List

Risk attributes

Stakeholders and risk

Internal environment

Risk management responsibilities

Objective setting

This chapter covers the underlying factors that helpdetermine how organisations respond to the risks theyface These factors include attitudes to risk theenvironment and culture and the organisational structureincluding responsibilities for dealing with risks

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 39

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Emotional satisfaction

Risk-averse or risk-seeking

Riskreturn

Size Structure Development Past experience Focus on avoiding

risk

Organisational influences

Shareholder requirements

Personal views

Risk attributes

National influences Government protection

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 40

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

5 Risk attitudes and internal environment Page 41

RISK

CONCERNS

Dividend impact Capital gain impact Dependent on their risk appetitediversification Threat to repayment Security imposed Threat of other debts Job threats Health and safety worries Ability to take action Losses on sales Unwilling credit suppliers Disruption of relationships Delivery failures Lack of value Poor quality Poor employment policies Adverse impact on the environment

Debt providers

Wider community

Suppliers

Shareholders

Employees

Customers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 41

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Internalcontrol environmentThe control environment is the attitude awareness andactions of management in relation to internal controls providing the background for the operation of other controls

Risk management philosophy Risk appetite Integrity Ethics Organisational environment

Risk environment

Managements philosophy and operating style Control culture Organisational structure Methods of imposing control Integrity ethical values and competence

Elements of internal environment

Clear risk management strategies Culturecode of conductHRMreward systems support

objectives and risk limitation Senior management commitment to competence

integrity and trust Clear authority and responsibility Communication procedures Staff have knowledge skills and tools

Strong internal environment

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 42

5 Risk attitudes and internal environment Page 43

Embedding risk awarenessRisk assessment should evolve into a consistent activityembedded across all processes focus on

Threats to shareholdersstakeholders (future growthopportunitiescore business)

Consistent action-orientated risk assessment

Internal communications programme Training Involvement in risk identification Incentives Key personnel persuasion Infrastructure support

Changing risk culture Definitions and objectives Regulatory requirements Links to strategic decision-making Key areas Risk classification Risk responsibilities Important controls Assurance reporting Training

Risk policy statement

Risk registerFormal collection of risk and response informationRegister lists and prioritises risks and specifiesresponsible individuals and action taken

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 43

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Board

Senior managers

Internal audit

External audit

Line managers

Staff

Determines risk management strategy and monitors overall risks setsand reviews internal control

Build on overall framework specifying risk management methods andco-ordinate responses may staff risk management group

Audit risk management processkey risk area controls

Audit risk areas that impact materially on financial statements

Identify and evaluate risks in their areas use performanceindicators for monitoring implement responses

Follow risk management procedures have good understandingreport dangers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 44

5 Risk attitudes and internal environment Page 45

Risk committeeCommittee of directors separate from auditcommittee responsible for monitoring andsupervising risk identification and management

Can be staffed by executive directors Allows audit committee to concentrate on

financial risks

Risk management personnelRisk specialist ndash consultant called in to advise on particularaspects of risk management

Risk manager ndash employee with specific responsibility fordealing appropriately with risks

Risk management function ndash employees in largerorganisations

Determine risk managementstrategypolicy

Review reports on risk Monitor overall exposure Monitor changes in circumstances Assess effectiveness of RM systems Review statement on internal control

Role of RM committee

Helping determine risk management strategies Champions of risk management Building risk awareness culture Establishing risk policy and structures Developing and reviewing risk management processes Co-ordinating functional responses Preparing report for boardshareholders

Role of RM function

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 45

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

MissionA general objective visionary often unwritten andvery open-ended without any time limit for achievement

Strategic ndash high level goals support mission Operational ndash effectiveness and efficiency Reporting ndash reliability Compliance ndash with applicable laws

COSO model

Profitability Market share Growth Cash flow Customer satisfaction Quality Added value

Corporate objectives

Objective setting and riskStrategic objectives and mission will influence riskmanagement

However businesses should also determine riskappetite (willingness to take risks) and riskstrategy

These in turn should influence business objectivesBusinesses should take a portfolio view of riskslooking at relevant risks over the whole organisation

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 46

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 15: 2015 bpp p1 passcards

Definition Main issuesStakeholdersAgencyConcepts

Duties of directorsCorporate governance guidelines reinforce legal andfiduciary duties to act in companyrsquos best interestsuse powers for proper purpose avoid conflicts ofinterest and exercise duty of care

Accounting and auditingGreater transparency and reliability of accountsdecreasing investor risks Tougher auditing standardsand requirements for auditors to avoid conflicts ofinterest

Board supervisionNeed for board to meet regularly to consider effectivelyorganisationrsquos activities risks and control systems

Directors remuneration

Corporate social responsibility

Board compositionNeed to avoid domination by single individualsmallgroup of executive directors

Builds on stakeholders debate what responsibilitiesshould organisation and board fulfil

Directors being paid undeserved and excessiveremuneration and bonuses Allegations that directorshave been rewarded for making losses

(001)ACP1PC14_CH01qxp 5282014 1239 AM Page 10

2 Approaches to corporate governance

Topic List

Development of guidance

Basis of guidance

Major governance codes

Sarbanes-Oxley

Corporate social responsibility

Public sector governance

In this chapter we summarise the factors that haveinfluenced the ways corporate governance hasdeveloped including the important rules v principlesdebateYou may be asked about these in part (a) of aquestion before you consider specific corporategovernance arrangements later in the question We alsogive details of the major worldwide codes particularlythose that have international impact

Corporate social responsibility is a major topic in thisexam and the themes we cover here and in Chapter 11will occur in many questions

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 11

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Internationalisation

Governance development

Investor treatment Financial reportingweaknesses

Individual countrycharacteristics

Corporate scandals

Openness Integrity Accountability

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 12

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

2 Approaches to corporate governancePage 13

Basis ofguidance

Principles-based approachMost corporate governance codes use a principles-based approach with broad guidelines supplemented bylimited specific requirements Encourage companies tocomply or explain

Rules-based approachRules-based approach focuses on regulations andtargets that must be met without any leeway It should beeasy to ascertain compliance but in practice there maybe questionable situations which are not fully covered bythe rules

Fulfil strategic objectives Reinforce governance regulation Minimise risk Promote ethical behaviour Underpin investor confidence Fulfil stakeholder responsibilities Establish management accountability Maintain NEDauditor independence Provide accurate reporting

Encourage owner involvement

Direct behaviour

Key Principles

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 13

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Insider systemsMost companies listed on stock exchange are controlledby a few individuals for example family companies

Avoids inflexible rules Less burdensome Allows scope for development Comply or explain Emphasis on investor judgement

Advantages of principles

Outsider systemsShareholdings are widely dispersed managerownerseparation

Strong owner-manager linksLonger-term viewDiscrimination v minorityLack of monitoringgovernance

Robust governance regimeHostile takeover threat constrains managementAgency problemShort-term priorities

AdvantagesDisadvantages

Insider Outsider

Principles too broad Lack of consistency Confusion over what is compulsory Companies treat as non-binding Markets dont understand disclosures

Problems with principles

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 14

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyBasis ofguidance

2 Approaches to corporate governancePage 15

Majorgovernance codes

OECD principles

Shareholderstakeholder rights Equitable treatment of all shareholders Stakeholders rights protected Timelyaccurate disclosure of material matters Board responsible for strategy and monitoring

PrinciplesICGN reportInternational Corporate Governance Network hasprovided practical guidance for boards to operateefficiently and compete for scarce capital

Organisation for Economic Co-operation andDevelopment produced non-binding principles toaddress the interests of global investors Companiesshould work towards achieving principles andprinciples are guidelines for individual countries todevelop own codes

UK Corporate Governance CodeCode derived originally from Cadbury Greenbury andHampel reports supplemented by

Turnbull report ndash risk and internal control Smith report ndash audit committees Higgs report ndash non-executive directors

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 15

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

The non-audit services auditors can provide aresignificantly restricted and auditors are subject tovarious other rules

Compulsory partner rotation

Retention of audit papers

Quality control standards

Review internal control systems

Sarbanes-OxleyThe Sarbanes-Oxley Act was a response to thecollapse of Enron one of Americas biggest companiesThe Act is more prescriptive than codes in otherjurisdictions impacting on review of controlsdisclosures audits ethics and directorsrsquo share trading

Lack of transparency in accounts Non-executive directors weak Lack of external audit scrutiny Directorsrsquo use of inside information Dishonesty and law-breaking

Weaknesses at Enron

Corporate responsibilityChief executivechief finance officer certify

Appropriateness of accounts

Accounts fairly reflect operations and financialcondition

If accounts have to be restated they forfeit theirbonuses

Auditing requirements

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 16

2 Approaches to corporate governancePage 17

Audit committeesEvery listed company should have an auditcommittee consisting of independent directors withmember(s) with financial expertise Audit committeeshould be responsible for

Appointment compensation and oversight ofauditors

Discussing key accounting policies with auditors Setting up complaints mechanisms

Internal control reports (s404)Annual accounts must contain internal control reportsthat

State management responsibility for controlstructurefinancial reporting procedures

Assess effectiveness of control structurefinancialreporting procedures (with audit report)

State whether code of conduct for senior financialofficers has been adopted

Whistleblowing Off-balance sheet transactionsEmployeesauditors will be granted whistleblowingprotection if they disclose private employerinformation to parties involved in a fraud claim

There should be appropriate disclosure of material off-balance sheet transactions

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 17

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Carrolls modelFour levels of responsibilities

Economic ndash shareholdersemployeescustomers Legal ndash comply with laws Ethical ndash act in fair and just way Philanthropic ndash generosity to employees

community

Collaboration time-consuming and expensive Culture clashes with certain stakeholders Collaboration on some issues conflict on

others Lack of consensus between different

stakeholders

Problems with stakeholder view

CSR and stakeholdersBusinesses benefit from goodwill and other aspectsof society and therefore owe those particularlyaffected by their activities certain duties in return

Significance of responsibilityLarge businesses in particular face expectations thatthey will act in a socially responsible fashion

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 18

2 Approaches to corporate governancePage 19

Ownership responsibilitiesBy buying shares shareholders buy a responsibility toensure that company is managed efficiently and in waysconsistent with public welfare Responsibilities of institu-tional shareholders have been stressed institutionalshareholders large shareholdings meaning theyshould be actively involved and pressure managers

Shareholders with small holdings arenrsquotinfluential

Shareholders can easily dispose of shares andthis loosens feelings of obligation

Ownership view problems

Objectives

Mission statements

Ethical codes

Governance codes

Stakeholder board representation

Corporate social reporting

Impact of CSR

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 19

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Public sector Private sector Charitable status NGOsquasi NGOs

Purposes and objectives Public service Profit Relief of povertyresearch etc

As defined by owners

Performance Central regulation Financial reportingstandards

SORP Set outcomes

Ownership Government Partnersshareholders

Donors Government

Stakeholders (including lobby groups)

The public centralgovernmentservice users

Shareholdersregulators taxationauthorities

Service users Governmentlobbying groups

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 20

3 Corporate governance practiceand reporting

Topic List

Role of board

Board membership

Non-executive directors

Directors remuneration

Stakeholder relationships

Reporting

Corporate governance practice is a key area in thissyllabus and you can expect to be asked whether anorganisation is following good practice The role andactivities of the board will be significant elements inmany questions How corporate governance practiceserves the interests of stakeholders will also beimportant

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 21

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Scope of boards roleThe board should have a formal schedule of mattersreserved to it for decisions Board is also responsiblefor overseeing strategy monitoring risk controlsystems and management and ensuring effectivecommunication

Maximise talent pool Broader range of knowledge Access stakeholder constituencies Greater independence Corporate citizen

Advantages of diversity

Legal responsibilities Avoidance of conflict of interest Time limits on appointments Limits on service contracts Retirement by rotation Insider dealing

Legal and regulatory frameworks

Nomination of directorsNomination committee should oversee appointmentsand make recommendations to the board Needs toconsider

Executivesnon-executives Gaps in current boards skills Expanding board diversity (age gender race

ethnicity education background) Continuity and succession planning

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 22

3 Corporate governance practice and reportingPage 23

CPD and appraisalsAll board members should have training coveringstrategy management legal responsibilities andcompany related issues

There should be annual appraisals of the performanceof the whole board and of individual directors

Performance against objectives Contribution to strategyenvironment Response to problems Considering right matters Communication Effectiveness of board committees Quality of feedback Adequacy of decision-making

Board appraisal

Advantages of multi-tier boards

Supervisorssupervised separationDeters management fraudBetter links with stakeholdersBetter use of non-executive time

Disadvantages of multi-tier boards

Lack of accountabilityDont receive information from managersSupervisory board decision-making restrictedLess effective at questioning managers

Companies in some countries are run by two or moreboards often with supervisorymanagement role split

Multi-tier boards

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 23

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board membershipCompanies need to consider optimumsize balance of executive and non-executive directors and diversity ofmembership

Division of responsibilitiesNo one individual should have unfettered control Ideally chairman andchief executive should be different people if not there should be a strongindependent element on the board with a recognised senior member

Board committeesBoard committees supervise specificareas doesnt absolve main boardfrom overall responsibilities Keycommittees

Nomination (this chapter)

Audit (Chapter 8)

Remuneration (this chapter)

Risk management (Chapter 5)

Strategic development

Investment analysis

Risk management

Recommendations toboard committees

Control systemsenforcement

Responsibilities of CEO

Running board

Accurate board information

Shareholder communication(Chairmans Statement)

New director induction

Board appraisal

Board development

Signing off accounts

Responsibilities of chairman

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 24

3 Corporate governance practice and reportingPage 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Number of NEDsUSAUK ndash Independent NEDs at least half of boardothers ndash sufficient for views to carry weight

Independence of NEDs No businessfinancialother connection No share optionspensions Appointment for specified term Ability to take independent advice

Advantages of NEDs

External experience and knowledgeWider perspectiveComfort for investorsConfidantenablerBoard members but objective

Disadvantages of NEDs

IndependenceRestricted recruitmentDifficult to impose viewsCanrsquot prevent problemsLimited time

Non-executive directors (NEDs)NEDs have no executive (managerial) responsibilitiesThey should provide balance and help to reduceconflict between executive directors and shareholdersMajority of NEDs should be independent

Role Strategy Scrutiny

Risk management Board personnel

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Service contractsIf service contracts are too long premature terminationmay mean significant payments Service contractsshouldnt be gt12 months normally

Remuneration committeeCommittee of independent NEDs determining

Remuneration policy Specific remuneration packages

PrinciplesUKs Greenbury committee suggests

Directors remuneration set by independent boardmembers

Bonuses related to measurable performanceenhancedlong-term shareholder value

Full transparency in annual accounts

Remuneration statementConsider and disclose

Remuneration policy Arrangements for individual directorsConsider allowing members to vote onremuneration statement in accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 26

3 Corporate governance practice and reportingPage 27

Elements of remuneration packageBasic salary ndash in contract of employment

Performance-related bonuses ndash limited possiblyto maximum of pay shouldnt be given fortransactions or if excessive risks taken

Shares ndash granted on condition cant be sold

Share options ndash purchased at specified exerciseprice encouragement to improve companysperformance and hence share prices options(and shares) to be held for certain length of time

Benefits-in-kind ndash is cost excessive and howcomparable are they with what employees aregiven

Pensions ndash best practice to make only basicsalary pensionable

Need to attract and retain directors Interests of stakeholders Weighting and phasing of different parts of package Directormanager differentials Impact of directormanager resigning Performance measures

Factors affecting remuneration levels

Variety of financialnon-financial measures Focus on current not historic performance Avoid short-termism Reward individual effort

Performance measures

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 27

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Relationships with stakeholdersOECD stresses role of

Employees Creditors Suppliers Investors Government

Position of stakeholders should be

Protected by law Enhanced by participation (eg employees share

ownership profit-sharing arrangements seat onboard)

Relationships with shareholdersDirectors should be required to submit to regular re-election (every yearevery three years) Boards shouldconsider relationships with all shareholders particularlyinstitutional shareholders Annual general meetings nor-mal part of calendar other general meetings discussissues of immediateserious concern

Proxy votingMyners report recommends

Clear agreements between beneficial ownersand investment managers

Stock lending shouldnt happen Electronic voting Poll (including proxies) for all resolutions

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 28

3 Corporate governance practice and reportingPage 29

Annual general meetings

Notice gt 20 daysbefore

Businesspresentation

Question andanswer sessions

Shareholders vote onsubstantiallyseparate issues

Shareholders vote onreport and accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 29

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board composition directors NEDs evaluationof board performance

Committee reports Relations with auditors and shareholders Review of internal controls Going concern Sustainability reporting Business review

Major disclosuresReportingLondon Stock Exchange requires

Narrative statement of how principles in UKCorporate Governance Code have been applied

Statement of compliancedetails of reasons fornon-compliance

Voluntary disclosuresDisclosures above statutorybest practice minimumDisclosures should follow certain principles

Planned process Transparency in disclosures made Consultation with users All relevant information considered Disclosures subject to review

Wider information provision Different forms of information Greater assurance about management Reflect investor interests

Benefits

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 30

4 Internal control systems

Topic List

Control systems

Nature of risks

Control framework

Control limitations

Enterprise risk management

Assessment of systems

In this chapter we look at the key elements of soundcontrol systems The overall environment and ethos oforganisation is as important as the specific proceduresThe risks organisations face should have a significantimpact upon the control frameworks they adoptYou mayneed to assess the effectiveness of control systems andthe difficulties of implementing sound systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 31

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Internal management control

Cybernetic control system

Management planning organising and directing sothat organisational objectives are achievedTurnbull report listed key aims Facilitate effective and efficient operation Ensure quality of reporting Ensure compliance with laws and regulations

Process of control within system

Identification of system objectives Setting targets for system objectives Measuring system achievementsoutputs Comparing achievements with targets Identifying corrective action Implementing corrective action

Embedded in operations Form part of culture Capable of quick response

Characteristics of control systems

Ease of targetachievement

Qualitativequantitativemeasures

Shortlong-termmeasures

Consistency ofmeasures

Managementintervention

Automatic controlmechanisms

Reliance on socialrelationships

Features of control systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 32

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 33

Risk classificationRisks can be classified in various waysFundamental ndash affects society in generalParticular ndash individual in controlSpeculative ndash good or bad consequencesPure ndash only outcomes harmful

Risk and uncertaintyUncertainty means possible outcomes andor chancesof each occurring are unknown

Risk and corporate governanceCorporate governance reports aim to addressshareholder concerns that directors are notachieving adequate returns for risks incurred andprovide mechanisms for controlling directors whoare taking excessive risks Directors responsibilityfor monitoring and disclosing risk management isstressed

Predictability of cash flows Limitation of effects of bad events Increased shareholder confidence Weigh costs

Benefits of risk management

Risk and returnBusinesses have to take some risks to trade(entrepreneurship) Businesses may tolerate higherrisk levels provided they receive higher returns

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 33

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

CONTROL FRAMEWORK

Control activitiesControl environment

Orderly conduct of business Adherence to internal policies and laws Safeguarding assets Preventiondetection of fraud Accuracycompleteness of accounting records Quality of information and reporting

Purposes

Objectives

Natureextent ofrisks

Acceptable risks

Likelihood risksmaterialise

Ability to reducerisks

Costsbenefits ofcontrols

Changes in riskconditions

Control systems and risks

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 34

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 35

Costs gt benefits Human errorFraud Employee collusion

Managementbypass

Designed for routinetransactions

Depend on methodof data processing

LIMITATIONS OF CONTROLS

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 35

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Enterprise risk management (ERM)ERM is framework suggested by COSO for dealingwith risk It is a fundamental process operated atorganisation level that helps staff understand risksresponsibilities and authority levels ERM should

Apply in strategy setting Apply in all areas and over whole organisation Identify events affecting entity Manage risk according to risk appetite Provide reasonable assurance Support organisational objectives

Align risk appetite and strategy Link growth risk and return Choose best risk response Minimise surprises and losses Manage risks over whole organisation Allows organisation to seize opportunities

ERM benefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 36

4 Internal control systemsPage 37

Internal EnvironmentObjective Setting

Event IdentificationRisk AssessmentRisk Response

Control ActivitiesInformation amp Communication

Monitoring

STRATEGIC

OPERATIONS

REPORTING

COMPLIANCE

ENTITY LEVELDIVISION

BUSINESS UNITSUBSIDIARY

COSOs Enterprise Risk Management framework

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 37

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Objectives Risk links Compatibility Control mixHuman

resources

Framework Review Information

ASSESSMENT

Feedback Costsbenefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 38

5 Risk attitudes and internal environment

Topic List

Risk attributes

Stakeholders and risk

Internal environment

Risk management responsibilities

Objective setting

This chapter covers the underlying factors that helpdetermine how organisations respond to the risks theyface These factors include attitudes to risk theenvironment and culture and the organisational structureincluding responsibilities for dealing with risks

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 39

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Emotional satisfaction

Risk-averse or risk-seeking

Riskreturn

Size Structure Development Past experience Focus on avoiding

risk

Organisational influences

Shareholder requirements

Personal views

Risk attributes

National influences Government protection

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 40

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

5 Risk attitudes and internal environment Page 41

RISK

CONCERNS

Dividend impact Capital gain impact Dependent on their risk appetitediversification Threat to repayment Security imposed Threat of other debts Job threats Health and safety worries Ability to take action Losses on sales Unwilling credit suppliers Disruption of relationships Delivery failures Lack of value Poor quality Poor employment policies Adverse impact on the environment

Debt providers

Wider community

Suppliers

Shareholders

Employees

Customers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 41

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Internalcontrol environmentThe control environment is the attitude awareness andactions of management in relation to internal controls providing the background for the operation of other controls

Risk management philosophy Risk appetite Integrity Ethics Organisational environment

Risk environment

Managements philosophy and operating style Control culture Organisational structure Methods of imposing control Integrity ethical values and competence

Elements of internal environment

Clear risk management strategies Culturecode of conductHRMreward systems support

objectives and risk limitation Senior management commitment to competence

integrity and trust Clear authority and responsibility Communication procedures Staff have knowledge skills and tools

Strong internal environment

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 42

5 Risk attitudes and internal environment Page 43

Embedding risk awarenessRisk assessment should evolve into a consistent activityembedded across all processes focus on

Threats to shareholdersstakeholders (future growthopportunitiescore business)

Consistent action-orientated risk assessment

Internal communications programme Training Involvement in risk identification Incentives Key personnel persuasion Infrastructure support

Changing risk culture Definitions and objectives Regulatory requirements Links to strategic decision-making Key areas Risk classification Risk responsibilities Important controls Assurance reporting Training

Risk policy statement

Risk registerFormal collection of risk and response informationRegister lists and prioritises risks and specifiesresponsible individuals and action taken

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 43

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Board

Senior managers

Internal audit

External audit

Line managers

Staff

Determines risk management strategy and monitors overall risks setsand reviews internal control

Build on overall framework specifying risk management methods andco-ordinate responses may staff risk management group

Audit risk management processkey risk area controls

Audit risk areas that impact materially on financial statements

Identify and evaluate risks in their areas use performanceindicators for monitoring implement responses

Follow risk management procedures have good understandingreport dangers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 44

5 Risk attitudes and internal environment Page 45

Risk committeeCommittee of directors separate from auditcommittee responsible for monitoring andsupervising risk identification and management

Can be staffed by executive directors Allows audit committee to concentrate on

financial risks

Risk management personnelRisk specialist ndash consultant called in to advise on particularaspects of risk management

Risk manager ndash employee with specific responsibility fordealing appropriately with risks

Risk management function ndash employees in largerorganisations

Determine risk managementstrategypolicy

Review reports on risk Monitor overall exposure Monitor changes in circumstances Assess effectiveness of RM systems Review statement on internal control

Role of RM committee

Helping determine risk management strategies Champions of risk management Building risk awareness culture Establishing risk policy and structures Developing and reviewing risk management processes Co-ordinating functional responses Preparing report for boardshareholders

Role of RM function

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 45

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

MissionA general objective visionary often unwritten andvery open-ended without any time limit for achievement

Strategic ndash high level goals support mission Operational ndash effectiveness and efficiency Reporting ndash reliability Compliance ndash with applicable laws

COSO model

Profitability Market share Growth Cash flow Customer satisfaction Quality Added value

Corporate objectives

Objective setting and riskStrategic objectives and mission will influence riskmanagement

However businesses should also determine riskappetite (willingness to take risks) and riskstrategy

These in turn should influence business objectivesBusinesses should take a portfolio view of riskslooking at relevant risks over the whole organisation

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 46

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 16: 2015 bpp p1 passcards

2 Approaches to corporate governance

Topic List

Development of guidance

Basis of guidance

Major governance codes

Sarbanes-Oxley

Corporate social responsibility

Public sector governance

In this chapter we summarise the factors that haveinfluenced the ways corporate governance hasdeveloped including the important rules v principlesdebateYou may be asked about these in part (a) of aquestion before you consider specific corporategovernance arrangements later in the question We alsogive details of the major worldwide codes particularlythose that have international impact

Corporate social responsibility is a major topic in thisexam and the themes we cover here and in Chapter 11will occur in many questions

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 11

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Internationalisation

Governance development

Investor treatment Financial reportingweaknesses

Individual countrycharacteristics

Corporate scandals

Openness Integrity Accountability

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 12

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

2 Approaches to corporate governancePage 13

Basis ofguidance

Principles-based approachMost corporate governance codes use a principles-based approach with broad guidelines supplemented bylimited specific requirements Encourage companies tocomply or explain

Rules-based approachRules-based approach focuses on regulations andtargets that must be met without any leeway It should beeasy to ascertain compliance but in practice there maybe questionable situations which are not fully covered bythe rules

Fulfil strategic objectives Reinforce governance regulation Minimise risk Promote ethical behaviour Underpin investor confidence Fulfil stakeholder responsibilities Establish management accountability Maintain NEDauditor independence Provide accurate reporting

Encourage owner involvement

Direct behaviour

Key Principles

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 13

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Insider systemsMost companies listed on stock exchange are controlledby a few individuals for example family companies

Avoids inflexible rules Less burdensome Allows scope for development Comply or explain Emphasis on investor judgement

Advantages of principles

Outsider systemsShareholdings are widely dispersed managerownerseparation

Strong owner-manager linksLonger-term viewDiscrimination v minorityLack of monitoringgovernance

Robust governance regimeHostile takeover threat constrains managementAgency problemShort-term priorities

AdvantagesDisadvantages

Insider Outsider

Principles too broad Lack of consistency Confusion over what is compulsory Companies treat as non-binding Markets dont understand disclosures

Problems with principles

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 14

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyBasis ofguidance

2 Approaches to corporate governancePage 15

Majorgovernance codes

OECD principles

Shareholderstakeholder rights Equitable treatment of all shareholders Stakeholders rights protected Timelyaccurate disclosure of material matters Board responsible for strategy and monitoring

PrinciplesICGN reportInternational Corporate Governance Network hasprovided practical guidance for boards to operateefficiently and compete for scarce capital

Organisation for Economic Co-operation andDevelopment produced non-binding principles toaddress the interests of global investors Companiesshould work towards achieving principles andprinciples are guidelines for individual countries todevelop own codes

UK Corporate Governance CodeCode derived originally from Cadbury Greenbury andHampel reports supplemented by

Turnbull report ndash risk and internal control Smith report ndash audit committees Higgs report ndash non-executive directors

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 15

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

The non-audit services auditors can provide aresignificantly restricted and auditors are subject tovarious other rules

Compulsory partner rotation

Retention of audit papers

Quality control standards

Review internal control systems

Sarbanes-OxleyThe Sarbanes-Oxley Act was a response to thecollapse of Enron one of Americas biggest companiesThe Act is more prescriptive than codes in otherjurisdictions impacting on review of controlsdisclosures audits ethics and directorsrsquo share trading

Lack of transparency in accounts Non-executive directors weak Lack of external audit scrutiny Directorsrsquo use of inside information Dishonesty and law-breaking

Weaknesses at Enron

Corporate responsibilityChief executivechief finance officer certify

Appropriateness of accounts

Accounts fairly reflect operations and financialcondition

If accounts have to be restated they forfeit theirbonuses

Auditing requirements

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 16

2 Approaches to corporate governancePage 17

Audit committeesEvery listed company should have an auditcommittee consisting of independent directors withmember(s) with financial expertise Audit committeeshould be responsible for

Appointment compensation and oversight ofauditors

Discussing key accounting policies with auditors Setting up complaints mechanisms

Internal control reports (s404)Annual accounts must contain internal control reportsthat

State management responsibility for controlstructurefinancial reporting procedures

Assess effectiveness of control structurefinancialreporting procedures (with audit report)

State whether code of conduct for senior financialofficers has been adopted

Whistleblowing Off-balance sheet transactionsEmployeesauditors will be granted whistleblowingprotection if they disclose private employerinformation to parties involved in a fraud claim

There should be appropriate disclosure of material off-balance sheet transactions

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 17

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Carrolls modelFour levels of responsibilities

Economic ndash shareholdersemployeescustomers Legal ndash comply with laws Ethical ndash act in fair and just way Philanthropic ndash generosity to employees

community

Collaboration time-consuming and expensive Culture clashes with certain stakeholders Collaboration on some issues conflict on

others Lack of consensus between different

stakeholders

Problems with stakeholder view

CSR and stakeholdersBusinesses benefit from goodwill and other aspectsof society and therefore owe those particularlyaffected by their activities certain duties in return

Significance of responsibilityLarge businesses in particular face expectations thatthey will act in a socially responsible fashion

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 18

2 Approaches to corporate governancePage 19

Ownership responsibilitiesBy buying shares shareholders buy a responsibility toensure that company is managed efficiently and in waysconsistent with public welfare Responsibilities of institu-tional shareholders have been stressed institutionalshareholders large shareholdings meaning theyshould be actively involved and pressure managers

Shareholders with small holdings arenrsquotinfluential

Shareholders can easily dispose of shares andthis loosens feelings of obligation

Ownership view problems

Objectives

Mission statements

Ethical codes

Governance codes

Stakeholder board representation

Corporate social reporting

Impact of CSR

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 19

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Public sector Private sector Charitable status NGOsquasi NGOs

Purposes and objectives Public service Profit Relief of povertyresearch etc

As defined by owners

Performance Central regulation Financial reportingstandards

SORP Set outcomes

Ownership Government Partnersshareholders

Donors Government

Stakeholders (including lobby groups)

The public centralgovernmentservice users

Shareholdersregulators taxationauthorities

Service users Governmentlobbying groups

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 20

3 Corporate governance practiceand reporting

Topic List

Role of board

Board membership

Non-executive directors

Directors remuneration

Stakeholder relationships

Reporting

Corporate governance practice is a key area in thissyllabus and you can expect to be asked whether anorganisation is following good practice The role andactivities of the board will be significant elements inmany questions How corporate governance practiceserves the interests of stakeholders will also beimportant

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 21

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Scope of boards roleThe board should have a formal schedule of mattersreserved to it for decisions Board is also responsiblefor overseeing strategy monitoring risk controlsystems and management and ensuring effectivecommunication

Maximise talent pool Broader range of knowledge Access stakeholder constituencies Greater independence Corporate citizen

Advantages of diversity

Legal responsibilities Avoidance of conflict of interest Time limits on appointments Limits on service contracts Retirement by rotation Insider dealing

Legal and regulatory frameworks

Nomination of directorsNomination committee should oversee appointmentsand make recommendations to the board Needs toconsider

Executivesnon-executives Gaps in current boards skills Expanding board diversity (age gender race

ethnicity education background) Continuity and succession planning

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 22

3 Corporate governance practice and reportingPage 23

CPD and appraisalsAll board members should have training coveringstrategy management legal responsibilities andcompany related issues

There should be annual appraisals of the performanceof the whole board and of individual directors

Performance against objectives Contribution to strategyenvironment Response to problems Considering right matters Communication Effectiveness of board committees Quality of feedback Adequacy of decision-making

Board appraisal

Advantages of multi-tier boards

Supervisorssupervised separationDeters management fraudBetter links with stakeholdersBetter use of non-executive time

Disadvantages of multi-tier boards

Lack of accountabilityDont receive information from managersSupervisory board decision-making restrictedLess effective at questioning managers

Companies in some countries are run by two or moreboards often with supervisorymanagement role split

Multi-tier boards

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 23

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board membershipCompanies need to consider optimumsize balance of executive and non-executive directors and diversity ofmembership

Division of responsibilitiesNo one individual should have unfettered control Ideally chairman andchief executive should be different people if not there should be a strongindependent element on the board with a recognised senior member

Board committeesBoard committees supervise specificareas doesnt absolve main boardfrom overall responsibilities Keycommittees

Nomination (this chapter)

Audit (Chapter 8)

Remuneration (this chapter)

Risk management (Chapter 5)

Strategic development

Investment analysis

Risk management

Recommendations toboard committees

Control systemsenforcement

Responsibilities of CEO

Running board

Accurate board information

Shareholder communication(Chairmans Statement)

New director induction

Board appraisal

Board development

Signing off accounts

Responsibilities of chairman

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 24

3 Corporate governance practice and reportingPage 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Number of NEDsUSAUK ndash Independent NEDs at least half of boardothers ndash sufficient for views to carry weight

Independence of NEDs No businessfinancialother connection No share optionspensions Appointment for specified term Ability to take independent advice

Advantages of NEDs

External experience and knowledgeWider perspectiveComfort for investorsConfidantenablerBoard members but objective

Disadvantages of NEDs

IndependenceRestricted recruitmentDifficult to impose viewsCanrsquot prevent problemsLimited time

Non-executive directors (NEDs)NEDs have no executive (managerial) responsibilitiesThey should provide balance and help to reduceconflict between executive directors and shareholdersMajority of NEDs should be independent

Role Strategy Scrutiny

Risk management Board personnel

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Service contractsIf service contracts are too long premature terminationmay mean significant payments Service contractsshouldnt be gt12 months normally

Remuneration committeeCommittee of independent NEDs determining

Remuneration policy Specific remuneration packages

PrinciplesUKs Greenbury committee suggests

Directors remuneration set by independent boardmembers

Bonuses related to measurable performanceenhancedlong-term shareholder value

Full transparency in annual accounts

Remuneration statementConsider and disclose

Remuneration policy Arrangements for individual directorsConsider allowing members to vote onremuneration statement in accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 26

3 Corporate governance practice and reportingPage 27

Elements of remuneration packageBasic salary ndash in contract of employment

Performance-related bonuses ndash limited possiblyto maximum of pay shouldnt be given fortransactions or if excessive risks taken

Shares ndash granted on condition cant be sold

Share options ndash purchased at specified exerciseprice encouragement to improve companysperformance and hence share prices options(and shares) to be held for certain length of time

Benefits-in-kind ndash is cost excessive and howcomparable are they with what employees aregiven

Pensions ndash best practice to make only basicsalary pensionable

Need to attract and retain directors Interests of stakeholders Weighting and phasing of different parts of package Directormanager differentials Impact of directormanager resigning Performance measures

Factors affecting remuneration levels

Variety of financialnon-financial measures Focus on current not historic performance Avoid short-termism Reward individual effort

Performance measures

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 27

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Relationships with stakeholdersOECD stresses role of

Employees Creditors Suppliers Investors Government

Position of stakeholders should be

Protected by law Enhanced by participation (eg employees share

ownership profit-sharing arrangements seat onboard)

Relationships with shareholdersDirectors should be required to submit to regular re-election (every yearevery three years) Boards shouldconsider relationships with all shareholders particularlyinstitutional shareholders Annual general meetings nor-mal part of calendar other general meetings discussissues of immediateserious concern

Proxy votingMyners report recommends

Clear agreements between beneficial ownersand investment managers

Stock lending shouldnt happen Electronic voting Poll (including proxies) for all resolutions

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 28

3 Corporate governance practice and reportingPage 29

Annual general meetings

Notice gt 20 daysbefore

Businesspresentation

Question andanswer sessions

Shareholders vote onsubstantiallyseparate issues

Shareholders vote onreport and accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 29

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board composition directors NEDs evaluationof board performance

Committee reports Relations with auditors and shareholders Review of internal controls Going concern Sustainability reporting Business review

Major disclosuresReportingLondon Stock Exchange requires

Narrative statement of how principles in UKCorporate Governance Code have been applied

Statement of compliancedetails of reasons fornon-compliance

Voluntary disclosuresDisclosures above statutorybest practice minimumDisclosures should follow certain principles

Planned process Transparency in disclosures made Consultation with users All relevant information considered Disclosures subject to review

Wider information provision Different forms of information Greater assurance about management Reflect investor interests

Benefits

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 30

4 Internal control systems

Topic List

Control systems

Nature of risks

Control framework

Control limitations

Enterprise risk management

Assessment of systems

In this chapter we look at the key elements of soundcontrol systems The overall environment and ethos oforganisation is as important as the specific proceduresThe risks organisations face should have a significantimpact upon the control frameworks they adoptYou mayneed to assess the effectiveness of control systems andthe difficulties of implementing sound systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 31

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Internal management control

Cybernetic control system

Management planning organising and directing sothat organisational objectives are achievedTurnbull report listed key aims Facilitate effective and efficient operation Ensure quality of reporting Ensure compliance with laws and regulations

Process of control within system

Identification of system objectives Setting targets for system objectives Measuring system achievementsoutputs Comparing achievements with targets Identifying corrective action Implementing corrective action

Embedded in operations Form part of culture Capable of quick response

Characteristics of control systems

Ease of targetachievement

Qualitativequantitativemeasures

Shortlong-termmeasures

Consistency ofmeasures

Managementintervention

Automatic controlmechanisms

Reliance on socialrelationships

Features of control systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 32

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 33

Risk classificationRisks can be classified in various waysFundamental ndash affects society in generalParticular ndash individual in controlSpeculative ndash good or bad consequencesPure ndash only outcomes harmful

Risk and uncertaintyUncertainty means possible outcomes andor chancesof each occurring are unknown

Risk and corporate governanceCorporate governance reports aim to addressshareholder concerns that directors are notachieving adequate returns for risks incurred andprovide mechanisms for controlling directors whoare taking excessive risks Directors responsibilityfor monitoring and disclosing risk management isstressed

Predictability of cash flows Limitation of effects of bad events Increased shareholder confidence Weigh costs

Benefits of risk management

Risk and returnBusinesses have to take some risks to trade(entrepreneurship) Businesses may tolerate higherrisk levels provided they receive higher returns

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 33

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

CONTROL FRAMEWORK

Control activitiesControl environment

Orderly conduct of business Adherence to internal policies and laws Safeguarding assets Preventiondetection of fraud Accuracycompleteness of accounting records Quality of information and reporting

Purposes

Objectives

Natureextent ofrisks

Acceptable risks

Likelihood risksmaterialise

Ability to reducerisks

Costsbenefits ofcontrols

Changes in riskconditions

Control systems and risks

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 34

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 35

Costs gt benefits Human errorFraud Employee collusion

Managementbypass

Designed for routinetransactions

Depend on methodof data processing

LIMITATIONS OF CONTROLS

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 35

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Enterprise risk management (ERM)ERM is framework suggested by COSO for dealingwith risk It is a fundamental process operated atorganisation level that helps staff understand risksresponsibilities and authority levels ERM should

Apply in strategy setting Apply in all areas and over whole organisation Identify events affecting entity Manage risk according to risk appetite Provide reasonable assurance Support organisational objectives

Align risk appetite and strategy Link growth risk and return Choose best risk response Minimise surprises and losses Manage risks over whole organisation Allows organisation to seize opportunities

ERM benefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 36

4 Internal control systemsPage 37

Internal EnvironmentObjective Setting

Event IdentificationRisk AssessmentRisk Response

Control ActivitiesInformation amp Communication

Monitoring

STRATEGIC

OPERATIONS

REPORTING

COMPLIANCE

ENTITY LEVELDIVISION

BUSINESS UNITSUBSIDIARY

COSOs Enterprise Risk Management framework

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 37

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Objectives Risk links Compatibility Control mixHuman

resources

Framework Review Information

ASSESSMENT

Feedback Costsbenefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 38

5 Risk attitudes and internal environment

Topic List

Risk attributes

Stakeholders and risk

Internal environment

Risk management responsibilities

Objective setting

This chapter covers the underlying factors that helpdetermine how organisations respond to the risks theyface These factors include attitudes to risk theenvironment and culture and the organisational structureincluding responsibilities for dealing with risks

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 39

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Emotional satisfaction

Risk-averse or risk-seeking

Riskreturn

Size Structure Development Past experience Focus on avoiding

risk

Organisational influences

Shareholder requirements

Personal views

Risk attributes

National influences Government protection

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 40

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

5 Risk attitudes and internal environment Page 41

RISK

CONCERNS

Dividend impact Capital gain impact Dependent on their risk appetitediversification Threat to repayment Security imposed Threat of other debts Job threats Health and safety worries Ability to take action Losses on sales Unwilling credit suppliers Disruption of relationships Delivery failures Lack of value Poor quality Poor employment policies Adverse impact on the environment

Debt providers

Wider community

Suppliers

Shareholders

Employees

Customers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 41

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Internalcontrol environmentThe control environment is the attitude awareness andactions of management in relation to internal controls providing the background for the operation of other controls

Risk management philosophy Risk appetite Integrity Ethics Organisational environment

Risk environment

Managements philosophy and operating style Control culture Organisational structure Methods of imposing control Integrity ethical values and competence

Elements of internal environment

Clear risk management strategies Culturecode of conductHRMreward systems support

objectives and risk limitation Senior management commitment to competence

integrity and trust Clear authority and responsibility Communication procedures Staff have knowledge skills and tools

Strong internal environment

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 42

5 Risk attitudes and internal environment Page 43

Embedding risk awarenessRisk assessment should evolve into a consistent activityembedded across all processes focus on

Threats to shareholdersstakeholders (future growthopportunitiescore business)

Consistent action-orientated risk assessment

Internal communications programme Training Involvement in risk identification Incentives Key personnel persuasion Infrastructure support

Changing risk culture Definitions and objectives Regulatory requirements Links to strategic decision-making Key areas Risk classification Risk responsibilities Important controls Assurance reporting Training

Risk policy statement

Risk registerFormal collection of risk and response informationRegister lists and prioritises risks and specifiesresponsible individuals and action taken

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 43

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Board

Senior managers

Internal audit

External audit

Line managers

Staff

Determines risk management strategy and monitors overall risks setsand reviews internal control

Build on overall framework specifying risk management methods andco-ordinate responses may staff risk management group

Audit risk management processkey risk area controls

Audit risk areas that impact materially on financial statements

Identify and evaluate risks in their areas use performanceindicators for monitoring implement responses

Follow risk management procedures have good understandingreport dangers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 44

5 Risk attitudes and internal environment Page 45

Risk committeeCommittee of directors separate from auditcommittee responsible for monitoring andsupervising risk identification and management

Can be staffed by executive directors Allows audit committee to concentrate on

financial risks

Risk management personnelRisk specialist ndash consultant called in to advise on particularaspects of risk management

Risk manager ndash employee with specific responsibility fordealing appropriately with risks

Risk management function ndash employees in largerorganisations

Determine risk managementstrategypolicy

Review reports on risk Monitor overall exposure Monitor changes in circumstances Assess effectiveness of RM systems Review statement on internal control

Role of RM committee

Helping determine risk management strategies Champions of risk management Building risk awareness culture Establishing risk policy and structures Developing and reviewing risk management processes Co-ordinating functional responses Preparing report for boardshareholders

Role of RM function

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 45

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

MissionA general objective visionary often unwritten andvery open-ended without any time limit for achievement

Strategic ndash high level goals support mission Operational ndash effectiveness and efficiency Reporting ndash reliability Compliance ndash with applicable laws

COSO model

Profitability Market share Growth Cash flow Customer satisfaction Quality Added value

Corporate objectives

Objective setting and riskStrategic objectives and mission will influence riskmanagement

However businesses should also determine riskappetite (willingness to take risks) and riskstrategy

These in turn should influence business objectivesBusinesses should take a portfolio view of riskslooking at relevant risks over the whole organisation

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 46

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 17: 2015 bpp p1 passcards

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Internationalisation

Governance development

Investor treatment Financial reportingweaknesses

Individual countrycharacteristics

Corporate scandals

Openness Integrity Accountability

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 12

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

2 Approaches to corporate governancePage 13

Basis ofguidance

Principles-based approachMost corporate governance codes use a principles-based approach with broad guidelines supplemented bylimited specific requirements Encourage companies tocomply or explain

Rules-based approachRules-based approach focuses on regulations andtargets that must be met without any leeway It should beeasy to ascertain compliance but in practice there maybe questionable situations which are not fully covered bythe rules

Fulfil strategic objectives Reinforce governance regulation Minimise risk Promote ethical behaviour Underpin investor confidence Fulfil stakeholder responsibilities Establish management accountability Maintain NEDauditor independence Provide accurate reporting

Encourage owner involvement

Direct behaviour

Key Principles

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 13

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Insider systemsMost companies listed on stock exchange are controlledby a few individuals for example family companies

Avoids inflexible rules Less burdensome Allows scope for development Comply or explain Emphasis on investor judgement

Advantages of principles

Outsider systemsShareholdings are widely dispersed managerownerseparation

Strong owner-manager linksLonger-term viewDiscrimination v minorityLack of monitoringgovernance

Robust governance regimeHostile takeover threat constrains managementAgency problemShort-term priorities

AdvantagesDisadvantages

Insider Outsider

Principles too broad Lack of consistency Confusion over what is compulsory Companies treat as non-binding Markets dont understand disclosures

Problems with principles

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 14

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyBasis ofguidance

2 Approaches to corporate governancePage 15

Majorgovernance codes

OECD principles

Shareholderstakeholder rights Equitable treatment of all shareholders Stakeholders rights protected Timelyaccurate disclosure of material matters Board responsible for strategy and monitoring

PrinciplesICGN reportInternational Corporate Governance Network hasprovided practical guidance for boards to operateefficiently and compete for scarce capital

Organisation for Economic Co-operation andDevelopment produced non-binding principles toaddress the interests of global investors Companiesshould work towards achieving principles andprinciples are guidelines for individual countries todevelop own codes

UK Corporate Governance CodeCode derived originally from Cadbury Greenbury andHampel reports supplemented by

Turnbull report ndash risk and internal control Smith report ndash audit committees Higgs report ndash non-executive directors

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 15

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

The non-audit services auditors can provide aresignificantly restricted and auditors are subject tovarious other rules

Compulsory partner rotation

Retention of audit papers

Quality control standards

Review internal control systems

Sarbanes-OxleyThe Sarbanes-Oxley Act was a response to thecollapse of Enron one of Americas biggest companiesThe Act is more prescriptive than codes in otherjurisdictions impacting on review of controlsdisclosures audits ethics and directorsrsquo share trading

Lack of transparency in accounts Non-executive directors weak Lack of external audit scrutiny Directorsrsquo use of inside information Dishonesty and law-breaking

Weaknesses at Enron

Corporate responsibilityChief executivechief finance officer certify

Appropriateness of accounts

Accounts fairly reflect operations and financialcondition

If accounts have to be restated they forfeit theirbonuses

Auditing requirements

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 16

2 Approaches to corporate governancePage 17

Audit committeesEvery listed company should have an auditcommittee consisting of independent directors withmember(s) with financial expertise Audit committeeshould be responsible for

Appointment compensation and oversight ofauditors

Discussing key accounting policies with auditors Setting up complaints mechanisms

Internal control reports (s404)Annual accounts must contain internal control reportsthat

State management responsibility for controlstructurefinancial reporting procedures

Assess effectiveness of control structurefinancialreporting procedures (with audit report)

State whether code of conduct for senior financialofficers has been adopted

Whistleblowing Off-balance sheet transactionsEmployeesauditors will be granted whistleblowingprotection if they disclose private employerinformation to parties involved in a fraud claim

There should be appropriate disclosure of material off-balance sheet transactions

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 17

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Carrolls modelFour levels of responsibilities

Economic ndash shareholdersemployeescustomers Legal ndash comply with laws Ethical ndash act in fair and just way Philanthropic ndash generosity to employees

community

Collaboration time-consuming and expensive Culture clashes with certain stakeholders Collaboration on some issues conflict on

others Lack of consensus between different

stakeholders

Problems with stakeholder view

CSR and stakeholdersBusinesses benefit from goodwill and other aspectsof society and therefore owe those particularlyaffected by their activities certain duties in return

Significance of responsibilityLarge businesses in particular face expectations thatthey will act in a socially responsible fashion

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 18

2 Approaches to corporate governancePage 19

Ownership responsibilitiesBy buying shares shareholders buy a responsibility toensure that company is managed efficiently and in waysconsistent with public welfare Responsibilities of institu-tional shareholders have been stressed institutionalshareholders large shareholdings meaning theyshould be actively involved and pressure managers

Shareholders with small holdings arenrsquotinfluential

Shareholders can easily dispose of shares andthis loosens feelings of obligation

Ownership view problems

Objectives

Mission statements

Ethical codes

Governance codes

Stakeholder board representation

Corporate social reporting

Impact of CSR

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 19

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Public sector Private sector Charitable status NGOsquasi NGOs

Purposes and objectives Public service Profit Relief of povertyresearch etc

As defined by owners

Performance Central regulation Financial reportingstandards

SORP Set outcomes

Ownership Government Partnersshareholders

Donors Government

Stakeholders (including lobby groups)

The public centralgovernmentservice users

Shareholdersregulators taxationauthorities

Service users Governmentlobbying groups

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 20

3 Corporate governance practiceand reporting

Topic List

Role of board

Board membership

Non-executive directors

Directors remuneration

Stakeholder relationships

Reporting

Corporate governance practice is a key area in thissyllabus and you can expect to be asked whether anorganisation is following good practice The role andactivities of the board will be significant elements inmany questions How corporate governance practiceserves the interests of stakeholders will also beimportant

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 21

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Scope of boards roleThe board should have a formal schedule of mattersreserved to it for decisions Board is also responsiblefor overseeing strategy monitoring risk controlsystems and management and ensuring effectivecommunication

Maximise talent pool Broader range of knowledge Access stakeholder constituencies Greater independence Corporate citizen

Advantages of diversity

Legal responsibilities Avoidance of conflict of interest Time limits on appointments Limits on service contracts Retirement by rotation Insider dealing

Legal and regulatory frameworks

Nomination of directorsNomination committee should oversee appointmentsand make recommendations to the board Needs toconsider

Executivesnon-executives Gaps in current boards skills Expanding board diversity (age gender race

ethnicity education background) Continuity and succession planning

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 22

3 Corporate governance practice and reportingPage 23

CPD and appraisalsAll board members should have training coveringstrategy management legal responsibilities andcompany related issues

There should be annual appraisals of the performanceof the whole board and of individual directors

Performance against objectives Contribution to strategyenvironment Response to problems Considering right matters Communication Effectiveness of board committees Quality of feedback Adequacy of decision-making

Board appraisal

Advantages of multi-tier boards

Supervisorssupervised separationDeters management fraudBetter links with stakeholdersBetter use of non-executive time

Disadvantages of multi-tier boards

Lack of accountabilityDont receive information from managersSupervisory board decision-making restrictedLess effective at questioning managers

Companies in some countries are run by two or moreboards often with supervisorymanagement role split

Multi-tier boards

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 23

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board membershipCompanies need to consider optimumsize balance of executive and non-executive directors and diversity ofmembership

Division of responsibilitiesNo one individual should have unfettered control Ideally chairman andchief executive should be different people if not there should be a strongindependent element on the board with a recognised senior member

Board committeesBoard committees supervise specificareas doesnt absolve main boardfrom overall responsibilities Keycommittees

Nomination (this chapter)

Audit (Chapter 8)

Remuneration (this chapter)

Risk management (Chapter 5)

Strategic development

Investment analysis

Risk management

Recommendations toboard committees

Control systemsenforcement

Responsibilities of CEO

Running board

Accurate board information

Shareholder communication(Chairmans Statement)

New director induction

Board appraisal

Board development

Signing off accounts

Responsibilities of chairman

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 24

3 Corporate governance practice and reportingPage 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Number of NEDsUSAUK ndash Independent NEDs at least half of boardothers ndash sufficient for views to carry weight

Independence of NEDs No businessfinancialother connection No share optionspensions Appointment for specified term Ability to take independent advice

Advantages of NEDs

External experience and knowledgeWider perspectiveComfort for investorsConfidantenablerBoard members but objective

Disadvantages of NEDs

IndependenceRestricted recruitmentDifficult to impose viewsCanrsquot prevent problemsLimited time

Non-executive directors (NEDs)NEDs have no executive (managerial) responsibilitiesThey should provide balance and help to reduceconflict between executive directors and shareholdersMajority of NEDs should be independent

Role Strategy Scrutiny

Risk management Board personnel

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Service contractsIf service contracts are too long premature terminationmay mean significant payments Service contractsshouldnt be gt12 months normally

Remuneration committeeCommittee of independent NEDs determining

Remuneration policy Specific remuneration packages

PrinciplesUKs Greenbury committee suggests

Directors remuneration set by independent boardmembers

Bonuses related to measurable performanceenhancedlong-term shareholder value

Full transparency in annual accounts

Remuneration statementConsider and disclose

Remuneration policy Arrangements for individual directorsConsider allowing members to vote onremuneration statement in accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 26

3 Corporate governance practice and reportingPage 27

Elements of remuneration packageBasic salary ndash in contract of employment

Performance-related bonuses ndash limited possiblyto maximum of pay shouldnt be given fortransactions or if excessive risks taken

Shares ndash granted on condition cant be sold

Share options ndash purchased at specified exerciseprice encouragement to improve companysperformance and hence share prices options(and shares) to be held for certain length of time

Benefits-in-kind ndash is cost excessive and howcomparable are they with what employees aregiven

Pensions ndash best practice to make only basicsalary pensionable

Need to attract and retain directors Interests of stakeholders Weighting and phasing of different parts of package Directormanager differentials Impact of directormanager resigning Performance measures

Factors affecting remuneration levels

Variety of financialnon-financial measures Focus on current not historic performance Avoid short-termism Reward individual effort

Performance measures

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 27

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Relationships with stakeholdersOECD stresses role of

Employees Creditors Suppliers Investors Government

Position of stakeholders should be

Protected by law Enhanced by participation (eg employees share

ownership profit-sharing arrangements seat onboard)

Relationships with shareholdersDirectors should be required to submit to regular re-election (every yearevery three years) Boards shouldconsider relationships with all shareholders particularlyinstitutional shareholders Annual general meetings nor-mal part of calendar other general meetings discussissues of immediateserious concern

Proxy votingMyners report recommends

Clear agreements between beneficial ownersand investment managers

Stock lending shouldnt happen Electronic voting Poll (including proxies) for all resolutions

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 28

3 Corporate governance practice and reportingPage 29

Annual general meetings

Notice gt 20 daysbefore

Businesspresentation

Question andanswer sessions

Shareholders vote onsubstantiallyseparate issues

Shareholders vote onreport and accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 29

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board composition directors NEDs evaluationof board performance

Committee reports Relations with auditors and shareholders Review of internal controls Going concern Sustainability reporting Business review

Major disclosuresReportingLondon Stock Exchange requires

Narrative statement of how principles in UKCorporate Governance Code have been applied

Statement of compliancedetails of reasons fornon-compliance

Voluntary disclosuresDisclosures above statutorybest practice minimumDisclosures should follow certain principles

Planned process Transparency in disclosures made Consultation with users All relevant information considered Disclosures subject to review

Wider information provision Different forms of information Greater assurance about management Reflect investor interests

Benefits

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 30

4 Internal control systems

Topic List

Control systems

Nature of risks

Control framework

Control limitations

Enterprise risk management

Assessment of systems

In this chapter we look at the key elements of soundcontrol systems The overall environment and ethos oforganisation is as important as the specific proceduresThe risks organisations face should have a significantimpact upon the control frameworks they adoptYou mayneed to assess the effectiveness of control systems andthe difficulties of implementing sound systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 31

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Internal management control

Cybernetic control system

Management planning organising and directing sothat organisational objectives are achievedTurnbull report listed key aims Facilitate effective and efficient operation Ensure quality of reporting Ensure compliance with laws and regulations

Process of control within system

Identification of system objectives Setting targets for system objectives Measuring system achievementsoutputs Comparing achievements with targets Identifying corrective action Implementing corrective action

Embedded in operations Form part of culture Capable of quick response

Characteristics of control systems

Ease of targetachievement

Qualitativequantitativemeasures

Shortlong-termmeasures

Consistency ofmeasures

Managementintervention

Automatic controlmechanisms

Reliance on socialrelationships

Features of control systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 32

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 33

Risk classificationRisks can be classified in various waysFundamental ndash affects society in generalParticular ndash individual in controlSpeculative ndash good or bad consequencesPure ndash only outcomes harmful

Risk and uncertaintyUncertainty means possible outcomes andor chancesof each occurring are unknown

Risk and corporate governanceCorporate governance reports aim to addressshareholder concerns that directors are notachieving adequate returns for risks incurred andprovide mechanisms for controlling directors whoare taking excessive risks Directors responsibilityfor monitoring and disclosing risk management isstressed

Predictability of cash flows Limitation of effects of bad events Increased shareholder confidence Weigh costs

Benefits of risk management

Risk and returnBusinesses have to take some risks to trade(entrepreneurship) Businesses may tolerate higherrisk levels provided they receive higher returns

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 33

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

CONTROL FRAMEWORK

Control activitiesControl environment

Orderly conduct of business Adherence to internal policies and laws Safeguarding assets Preventiondetection of fraud Accuracycompleteness of accounting records Quality of information and reporting

Purposes

Objectives

Natureextent ofrisks

Acceptable risks

Likelihood risksmaterialise

Ability to reducerisks

Costsbenefits ofcontrols

Changes in riskconditions

Control systems and risks

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 34

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 35

Costs gt benefits Human errorFraud Employee collusion

Managementbypass

Designed for routinetransactions

Depend on methodof data processing

LIMITATIONS OF CONTROLS

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 35

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Enterprise risk management (ERM)ERM is framework suggested by COSO for dealingwith risk It is a fundamental process operated atorganisation level that helps staff understand risksresponsibilities and authority levels ERM should

Apply in strategy setting Apply in all areas and over whole organisation Identify events affecting entity Manage risk according to risk appetite Provide reasonable assurance Support organisational objectives

Align risk appetite and strategy Link growth risk and return Choose best risk response Minimise surprises and losses Manage risks over whole organisation Allows organisation to seize opportunities

ERM benefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 36

4 Internal control systemsPage 37

Internal EnvironmentObjective Setting

Event IdentificationRisk AssessmentRisk Response

Control ActivitiesInformation amp Communication

Monitoring

STRATEGIC

OPERATIONS

REPORTING

COMPLIANCE

ENTITY LEVELDIVISION

BUSINESS UNITSUBSIDIARY

COSOs Enterprise Risk Management framework

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 37

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Objectives Risk links Compatibility Control mixHuman

resources

Framework Review Information

ASSESSMENT

Feedback Costsbenefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 38

5 Risk attitudes and internal environment

Topic List

Risk attributes

Stakeholders and risk

Internal environment

Risk management responsibilities

Objective setting

This chapter covers the underlying factors that helpdetermine how organisations respond to the risks theyface These factors include attitudes to risk theenvironment and culture and the organisational structureincluding responsibilities for dealing with risks

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 39

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Emotional satisfaction

Risk-averse or risk-seeking

Riskreturn

Size Structure Development Past experience Focus on avoiding

risk

Organisational influences

Shareholder requirements

Personal views

Risk attributes

National influences Government protection

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 40

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

5 Risk attitudes and internal environment Page 41

RISK

CONCERNS

Dividend impact Capital gain impact Dependent on their risk appetitediversification Threat to repayment Security imposed Threat of other debts Job threats Health and safety worries Ability to take action Losses on sales Unwilling credit suppliers Disruption of relationships Delivery failures Lack of value Poor quality Poor employment policies Adverse impact on the environment

Debt providers

Wider community

Suppliers

Shareholders

Employees

Customers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 41

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Internalcontrol environmentThe control environment is the attitude awareness andactions of management in relation to internal controls providing the background for the operation of other controls

Risk management philosophy Risk appetite Integrity Ethics Organisational environment

Risk environment

Managements philosophy and operating style Control culture Organisational structure Methods of imposing control Integrity ethical values and competence

Elements of internal environment

Clear risk management strategies Culturecode of conductHRMreward systems support

objectives and risk limitation Senior management commitment to competence

integrity and trust Clear authority and responsibility Communication procedures Staff have knowledge skills and tools

Strong internal environment

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 42

5 Risk attitudes and internal environment Page 43

Embedding risk awarenessRisk assessment should evolve into a consistent activityembedded across all processes focus on

Threats to shareholdersstakeholders (future growthopportunitiescore business)

Consistent action-orientated risk assessment

Internal communications programme Training Involvement in risk identification Incentives Key personnel persuasion Infrastructure support

Changing risk culture Definitions and objectives Regulatory requirements Links to strategic decision-making Key areas Risk classification Risk responsibilities Important controls Assurance reporting Training

Risk policy statement

Risk registerFormal collection of risk and response informationRegister lists and prioritises risks and specifiesresponsible individuals and action taken

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 43

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Board

Senior managers

Internal audit

External audit

Line managers

Staff

Determines risk management strategy and monitors overall risks setsand reviews internal control

Build on overall framework specifying risk management methods andco-ordinate responses may staff risk management group

Audit risk management processkey risk area controls

Audit risk areas that impact materially on financial statements

Identify and evaluate risks in their areas use performanceindicators for monitoring implement responses

Follow risk management procedures have good understandingreport dangers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 44

5 Risk attitudes and internal environment Page 45

Risk committeeCommittee of directors separate from auditcommittee responsible for monitoring andsupervising risk identification and management

Can be staffed by executive directors Allows audit committee to concentrate on

financial risks

Risk management personnelRisk specialist ndash consultant called in to advise on particularaspects of risk management

Risk manager ndash employee with specific responsibility fordealing appropriately with risks

Risk management function ndash employees in largerorganisations

Determine risk managementstrategypolicy

Review reports on risk Monitor overall exposure Monitor changes in circumstances Assess effectiveness of RM systems Review statement on internal control

Role of RM committee

Helping determine risk management strategies Champions of risk management Building risk awareness culture Establishing risk policy and structures Developing and reviewing risk management processes Co-ordinating functional responses Preparing report for boardshareholders

Role of RM function

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 45

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

MissionA general objective visionary often unwritten andvery open-ended without any time limit for achievement

Strategic ndash high level goals support mission Operational ndash effectiveness and efficiency Reporting ndash reliability Compliance ndash with applicable laws

COSO model

Profitability Market share Growth Cash flow Customer satisfaction Quality Added value

Corporate objectives

Objective setting and riskStrategic objectives and mission will influence riskmanagement

However businesses should also determine riskappetite (willingness to take risks) and riskstrategy

These in turn should influence business objectivesBusinesses should take a portfolio view of riskslooking at relevant risks over the whole organisation

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 46

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 18: 2015 bpp p1 passcards

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

2 Approaches to corporate governancePage 13

Basis ofguidance

Principles-based approachMost corporate governance codes use a principles-based approach with broad guidelines supplemented bylimited specific requirements Encourage companies tocomply or explain

Rules-based approachRules-based approach focuses on regulations andtargets that must be met without any leeway It should beeasy to ascertain compliance but in practice there maybe questionable situations which are not fully covered bythe rules

Fulfil strategic objectives Reinforce governance regulation Minimise risk Promote ethical behaviour Underpin investor confidence Fulfil stakeholder responsibilities Establish management accountability Maintain NEDauditor independence Provide accurate reporting

Encourage owner involvement

Direct behaviour

Key Principles

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 13

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Insider systemsMost companies listed on stock exchange are controlledby a few individuals for example family companies

Avoids inflexible rules Less burdensome Allows scope for development Comply or explain Emphasis on investor judgement

Advantages of principles

Outsider systemsShareholdings are widely dispersed managerownerseparation

Strong owner-manager linksLonger-term viewDiscrimination v minorityLack of monitoringgovernance

Robust governance regimeHostile takeover threat constrains managementAgency problemShort-term priorities

AdvantagesDisadvantages

Insider Outsider

Principles too broad Lack of consistency Confusion over what is compulsory Companies treat as non-binding Markets dont understand disclosures

Problems with principles

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 14

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyBasis ofguidance

2 Approaches to corporate governancePage 15

Majorgovernance codes

OECD principles

Shareholderstakeholder rights Equitable treatment of all shareholders Stakeholders rights protected Timelyaccurate disclosure of material matters Board responsible for strategy and monitoring

PrinciplesICGN reportInternational Corporate Governance Network hasprovided practical guidance for boards to operateefficiently and compete for scarce capital

Organisation for Economic Co-operation andDevelopment produced non-binding principles toaddress the interests of global investors Companiesshould work towards achieving principles andprinciples are guidelines for individual countries todevelop own codes

UK Corporate Governance CodeCode derived originally from Cadbury Greenbury andHampel reports supplemented by

Turnbull report ndash risk and internal control Smith report ndash audit committees Higgs report ndash non-executive directors

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 15

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

The non-audit services auditors can provide aresignificantly restricted and auditors are subject tovarious other rules

Compulsory partner rotation

Retention of audit papers

Quality control standards

Review internal control systems

Sarbanes-OxleyThe Sarbanes-Oxley Act was a response to thecollapse of Enron one of Americas biggest companiesThe Act is more prescriptive than codes in otherjurisdictions impacting on review of controlsdisclosures audits ethics and directorsrsquo share trading

Lack of transparency in accounts Non-executive directors weak Lack of external audit scrutiny Directorsrsquo use of inside information Dishonesty and law-breaking

Weaknesses at Enron

Corporate responsibilityChief executivechief finance officer certify

Appropriateness of accounts

Accounts fairly reflect operations and financialcondition

If accounts have to be restated they forfeit theirbonuses

Auditing requirements

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 16

2 Approaches to corporate governancePage 17

Audit committeesEvery listed company should have an auditcommittee consisting of independent directors withmember(s) with financial expertise Audit committeeshould be responsible for

Appointment compensation and oversight ofauditors

Discussing key accounting policies with auditors Setting up complaints mechanisms

Internal control reports (s404)Annual accounts must contain internal control reportsthat

State management responsibility for controlstructurefinancial reporting procedures

Assess effectiveness of control structurefinancialreporting procedures (with audit report)

State whether code of conduct for senior financialofficers has been adopted

Whistleblowing Off-balance sheet transactionsEmployeesauditors will be granted whistleblowingprotection if they disclose private employerinformation to parties involved in a fraud claim

There should be appropriate disclosure of material off-balance sheet transactions

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 17

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Carrolls modelFour levels of responsibilities

Economic ndash shareholdersemployeescustomers Legal ndash comply with laws Ethical ndash act in fair and just way Philanthropic ndash generosity to employees

community

Collaboration time-consuming and expensive Culture clashes with certain stakeholders Collaboration on some issues conflict on

others Lack of consensus between different

stakeholders

Problems with stakeholder view

CSR and stakeholdersBusinesses benefit from goodwill and other aspectsof society and therefore owe those particularlyaffected by their activities certain duties in return

Significance of responsibilityLarge businesses in particular face expectations thatthey will act in a socially responsible fashion

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 18

2 Approaches to corporate governancePage 19

Ownership responsibilitiesBy buying shares shareholders buy a responsibility toensure that company is managed efficiently and in waysconsistent with public welfare Responsibilities of institu-tional shareholders have been stressed institutionalshareholders large shareholdings meaning theyshould be actively involved and pressure managers

Shareholders with small holdings arenrsquotinfluential

Shareholders can easily dispose of shares andthis loosens feelings of obligation

Ownership view problems

Objectives

Mission statements

Ethical codes

Governance codes

Stakeholder board representation

Corporate social reporting

Impact of CSR

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 19

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Public sector Private sector Charitable status NGOsquasi NGOs

Purposes and objectives Public service Profit Relief of povertyresearch etc

As defined by owners

Performance Central regulation Financial reportingstandards

SORP Set outcomes

Ownership Government Partnersshareholders

Donors Government

Stakeholders (including lobby groups)

The public centralgovernmentservice users

Shareholdersregulators taxationauthorities

Service users Governmentlobbying groups

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 20

3 Corporate governance practiceand reporting

Topic List

Role of board

Board membership

Non-executive directors

Directors remuneration

Stakeholder relationships

Reporting

Corporate governance practice is a key area in thissyllabus and you can expect to be asked whether anorganisation is following good practice The role andactivities of the board will be significant elements inmany questions How corporate governance practiceserves the interests of stakeholders will also beimportant

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 21

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Scope of boards roleThe board should have a formal schedule of mattersreserved to it for decisions Board is also responsiblefor overseeing strategy monitoring risk controlsystems and management and ensuring effectivecommunication

Maximise talent pool Broader range of knowledge Access stakeholder constituencies Greater independence Corporate citizen

Advantages of diversity

Legal responsibilities Avoidance of conflict of interest Time limits on appointments Limits on service contracts Retirement by rotation Insider dealing

Legal and regulatory frameworks

Nomination of directorsNomination committee should oversee appointmentsand make recommendations to the board Needs toconsider

Executivesnon-executives Gaps in current boards skills Expanding board diversity (age gender race

ethnicity education background) Continuity and succession planning

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 22

3 Corporate governance practice and reportingPage 23

CPD and appraisalsAll board members should have training coveringstrategy management legal responsibilities andcompany related issues

There should be annual appraisals of the performanceof the whole board and of individual directors

Performance against objectives Contribution to strategyenvironment Response to problems Considering right matters Communication Effectiveness of board committees Quality of feedback Adequacy of decision-making

Board appraisal

Advantages of multi-tier boards

Supervisorssupervised separationDeters management fraudBetter links with stakeholdersBetter use of non-executive time

Disadvantages of multi-tier boards

Lack of accountabilityDont receive information from managersSupervisory board decision-making restrictedLess effective at questioning managers

Companies in some countries are run by two or moreboards often with supervisorymanagement role split

Multi-tier boards

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 23

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board membershipCompanies need to consider optimumsize balance of executive and non-executive directors and diversity ofmembership

Division of responsibilitiesNo one individual should have unfettered control Ideally chairman andchief executive should be different people if not there should be a strongindependent element on the board with a recognised senior member

Board committeesBoard committees supervise specificareas doesnt absolve main boardfrom overall responsibilities Keycommittees

Nomination (this chapter)

Audit (Chapter 8)

Remuneration (this chapter)

Risk management (Chapter 5)

Strategic development

Investment analysis

Risk management

Recommendations toboard committees

Control systemsenforcement

Responsibilities of CEO

Running board

Accurate board information

Shareholder communication(Chairmans Statement)

New director induction

Board appraisal

Board development

Signing off accounts

Responsibilities of chairman

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 24

3 Corporate governance practice and reportingPage 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Number of NEDsUSAUK ndash Independent NEDs at least half of boardothers ndash sufficient for views to carry weight

Independence of NEDs No businessfinancialother connection No share optionspensions Appointment for specified term Ability to take independent advice

Advantages of NEDs

External experience and knowledgeWider perspectiveComfort for investorsConfidantenablerBoard members but objective

Disadvantages of NEDs

IndependenceRestricted recruitmentDifficult to impose viewsCanrsquot prevent problemsLimited time

Non-executive directors (NEDs)NEDs have no executive (managerial) responsibilitiesThey should provide balance and help to reduceconflict between executive directors and shareholdersMajority of NEDs should be independent

Role Strategy Scrutiny

Risk management Board personnel

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Service contractsIf service contracts are too long premature terminationmay mean significant payments Service contractsshouldnt be gt12 months normally

Remuneration committeeCommittee of independent NEDs determining

Remuneration policy Specific remuneration packages

PrinciplesUKs Greenbury committee suggests

Directors remuneration set by independent boardmembers

Bonuses related to measurable performanceenhancedlong-term shareholder value

Full transparency in annual accounts

Remuneration statementConsider and disclose

Remuneration policy Arrangements for individual directorsConsider allowing members to vote onremuneration statement in accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 26

3 Corporate governance practice and reportingPage 27

Elements of remuneration packageBasic salary ndash in contract of employment

Performance-related bonuses ndash limited possiblyto maximum of pay shouldnt be given fortransactions or if excessive risks taken

Shares ndash granted on condition cant be sold

Share options ndash purchased at specified exerciseprice encouragement to improve companysperformance and hence share prices options(and shares) to be held for certain length of time

Benefits-in-kind ndash is cost excessive and howcomparable are they with what employees aregiven

Pensions ndash best practice to make only basicsalary pensionable

Need to attract and retain directors Interests of stakeholders Weighting and phasing of different parts of package Directormanager differentials Impact of directormanager resigning Performance measures

Factors affecting remuneration levels

Variety of financialnon-financial measures Focus on current not historic performance Avoid short-termism Reward individual effort

Performance measures

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 27

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Relationships with stakeholdersOECD stresses role of

Employees Creditors Suppliers Investors Government

Position of stakeholders should be

Protected by law Enhanced by participation (eg employees share

ownership profit-sharing arrangements seat onboard)

Relationships with shareholdersDirectors should be required to submit to regular re-election (every yearevery three years) Boards shouldconsider relationships with all shareholders particularlyinstitutional shareholders Annual general meetings nor-mal part of calendar other general meetings discussissues of immediateserious concern

Proxy votingMyners report recommends

Clear agreements between beneficial ownersand investment managers

Stock lending shouldnt happen Electronic voting Poll (including proxies) for all resolutions

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 28

3 Corporate governance practice and reportingPage 29

Annual general meetings

Notice gt 20 daysbefore

Businesspresentation

Question andanswer sessions

Shareholders vote onsubstantiallyseparate issues

Shareholders vote onreport and accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 29

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board composition directors NEDs evaluationof board performance

Committee reports Relations with auditors and shareholders Review of internal controls Going concern Sustainability reporting Business review

Major disclosuresReportingLondon Stock Exchange requires

Narrative statement of how principles in UKCorporate Governance Code have been applied

Statement of compliancedetails of reasons fornon-compliance

Voluntary disclosuresDisclosures above statutorybest practice minimumDisclosures should follow certain principles

Planned process Transparency in disclosures made Consultation with users All relevant information considered Disclosures subject to review

Wider information provision Different forms of information Greater assurance about management Reflect investor interests

Benefits

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 30

4 Internal control systems

Topic List

Control systems

Nature of risks

Control framework

Control limitations

Enterprise risk management

Assessment of systems

In this chapter we look at the key elements of soundcontrol systems The overall environment and ethos oforganisation is as important as the specific proceduresThe risks organisations face should have a significantimpact upon the control frameworks they adoptYou mayneed to assess the effectiveness of control systems andthe difficulties of implementing sound systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 31

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Internal management control

Cybernetic control system

Management planning organising and directing sothat organisational objectives are achievedTurnbull report listed key aims Facilitate effective and efficient operation Ensure quality of reporting Ensure compliance with laws and regulations

Process of control within system

Identification of system objectives Setting targets for system objectives Measuring system achievementsoutputs Comparing achievements with targets Identifying corrective action Implementing corrective action

Embedded in operations Form part of culture Capable of quick response

Characteristics of control systems

Ease of targetachievement

Qualitativequantitativemeasures

Shortlong-termmeasures

Consistency ofmeasures

Managementintervention

Automatic controlmechanisms

Reliance on socialrelationships

Features of control systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 32

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 33

Risk classificationRisks can be classified in various waysFundamental ndash affects society in generalParticular ndash individual in controlSpeculative ndash good or bad consequencesPure ndash only outcomes harmful

Risk and uncertaintyUncertainty means possible outcomes andor chancesof each occurring are unknown

Risk and corporate governanceCorporate governance reports aim to addressshareholder concerns that directors are notachieving adequate returns for risks incurred andprovide mechanisms for controlling directors whoare taking excessive risks Directors responsibilityfor monitoring and disclosing risk management isstressed

Predictability of cash flows Limitation of effects of bad events Increased shareholder confidence Weigh costs

Benefits of risk management

Risk and returnBusinesses have to take some risks to trade(entrepreneurship) Businesses may tolerate higherrisk levels provided they receive higher returns

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 33

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

CONTROL FRAMEWORK

Control activitiesControl environment

Orderly conduct of business Adherence to internal policies and laws Safeguarding assets Preventiondetection of fraud Accuracycompleteness of accounting records Quality of information and reporting

Purposes

Objectives

Natureextent ofrisks

Acceptable risks

Likelihood risksmaterialise

Ability to reducerisks

Costsbenefits ofcontrols

Changes in riskconditions

Control systems and risks

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 34

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 35

Costs gt benefits Human errorFraud Employee collusion

Managementbypass

Designed for routinetransactions

Depend on methodof data processing

LIMITATIONS OF CONTROLS

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 35

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Enterprise risk management (ERM)ERM is framework suggested by COSO for dealingwith risk It is a fundamental process operated atorganisation level that helps staff understand risksresponsibilities and authority levels ERM should

Apply in strategy setting Apply in all areas and over whole organisation Identify events affecting entity Manage risk according to risk appetite Provide reasonable assurance Support organisational objectives

Align risk appetite and strategy Link growth risk and return Choose best risk response Minimise surprises and losses Manage risks over whole organisation Allows organisation to seize opportunities

ERM benefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 36

4 Internal control systemsPage 37

Internal EnvironmentObjective Setting

Event IdentificationRisk AssessmentRisk Response

Control ActivitiesInformation amp Communication

Monitoring

STRATEGIC

OPERATIONS

REPORTING

COMPLIANCE

ENTITY LEVELDIVISION

BUSINESS UNITSUBSIDIARY

COSOs Enterprise Risk Management framework

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 37

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Objectives Risk links Compatibility Control mixHuman

resources

Framework Review Information

ASSESSMENT

Feedback Costsbenefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 38

5 Risk attitudes and internal environment

Topic List

Risk attributes

Stakeholders and risk

Internal environment

Risk management responsibilities

Objective setting

This chapter covers the underlying factors that helpdetermine how organisations respond to the risks theyface These factors include attitudes to risk theenvironment and culture and the organisational structureincluding responsibilities for dealing with risks

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 39

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Emotional satisfaction

Risk-averse or risk-seeking

Riskreturn

Size Structure Development Past experience Focus on avoiding

risk

Organisational influences

Shareholder requirements

Personal views

Risk attributes

National influences Government protection

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 40

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

5 Risk attitudes and internal environment Page 41

RISK

CONCERNS

Dividend impact Capital gain impact Dependent on their risk appetitediversification Threat to repayment Security imposed Threat of other debts Job threats Health and safety worries Ability to take action Losses on sales Unwilling credit suppliers Disruption of relationships Delivery failures Lack of value Poor quality Poor employment policies Adverse impact on the environment

Debt providers

Wider community

Suppliers

Shareholders

Employees

Customers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 41

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Internalcontrol environmentThe control environment is the attitude awareness andactions of management in relation to internal controls providing the background for the operation of other controls

Risk management philosophy Risk appetite Integrity Ethics Organisational environment

Risk environment

Managements philosophy and operating style Control culture Organisational structure Methods of imposing control Integrity ethical values and competence

Elements of internal environment

Clear risk management strategies Culturecode of conductHRMreward systems support

objectives and risk limitation Senior management commitment to competence

integrity and trust Clear authority and responsibility Communication procedures Staff have knowledge skills and tools

Strong internal environment

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 42

5 Risk attitudes and internal environment Page 43

Embedding risk awarenessRisk assessment should evolve into a consistent activityembedded across all processes focus on

Threats to shareholdersstakeholders (future growthopportunitiescore business)

Consistent action-orientated risk assessment

Internal communications programme Training Involvement in risk identification Incentives Key personnel persuasion Infrastructure support

Changing risk culture Definitions and objectives Regulatory requirements Links to strategic decision-making Key areas Risk classification Risk responsibilities Important controls Assurance reporting Training

Risk policy statement

Risk registerFormal collection of risk and response informationRegister lists and prioritises risks and specifiesresponsible individuals and action taken

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 43

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Board

Senior managers

Internal audit

External audit

Line managers

Staff

Determines risk management strategy and monitors overall risks setsand reviews internal control

Build on overall framework specifying risk management methods andco-ordinate responses may staff risk management group

Audit risk management processkey risk area controls

Audit risk areas that impact materially on financial statements

Identify and evaluate risks in their areas use performanceindicators for monitoring implement responses

Follow risk management procedures have good understandingreport dangers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 44

5 Risk attitudes and internal environment Page 45

Risk committeeCommittee of directors separate from auditcommittee responsible for monitoring andsupervising risk identification and management

Can be staffed by executive directors Allows audit committee to concentrate on

financial risks

Risk management personnelRisk specialist ndash consultant called in to advise on particularaspects of risk management

Risk manager ndash employee with specific responsibility fordealing appropriately with risks

Risk management function ndash employees in largerorganisations

Determine risk managementstrategypolicy

Review reports on risk Monitor overall exposure Monitor changes in circumstances Assess effectiveness of RM systems Review statement on internal control

Role of RM committee

Helping determine risk management strategies Champions of risk management Building risk awareness culture Establishing risk policy and structures Developing and reviewing risk management processes Co-ordinating functional responses Preparing report for boardshareholders

Role of RM function

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 45

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

MissionA general objective visionary often unwritten andvery open-ended without any time limit for achievement

Strategic ndash high level goals support mission Operational ndash effectiveness and efficiency Reporting ndash reliability Compliance ndash with applicable laws

COSO model

Profitability Market share Growth Cash flow Customer satisfaction Quality Added value

Corporate objectives

Objective setting and riskStrategic objectives and mission will influence riskmanagement

However businesses should also determine riskappetite (willingness to take risks) and riskstrategy

These in turn should influence business objectivesBusinesses should take a portfolio view of riskslooking at relevant risks over the whole organisation

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 46

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 19: 2015 bpp p1 passcards

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Insider systemsMost companies listed on stock exchange are controlledby a few individuals for example family companies

Avoids inflexible rules Less burdensome Allows scope for development Comply or explain Emphasis on investor judgement

Advantages of principles

Outsider systemsShareholdings are widely dispersed managerownerseparation

Strong owner-manager linksLonger-term viewDiscrimination v minorityLack of monitoringgovernance

Robust governance regimeHostile takeover threat constrains managementAgency problemShort-term priorities

AdvantagesDisadvantages

Insider Outsider

Principles too broad Lack of consistency Confusion over what is compulsory Companies treat as non-binding Markets dont understand disclosures

Problems with principles

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 14

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyBasis ofguidance

2 Approaches to corporate governancePage 15

Majorgovernance codes

OECD principles

Shareholderstakeholder rights Equitable treatment of all shareholders Stakeholders rights protected Timelyaccurate disclosure of material matters Board responsible for strategy and monitoring

PrinciplesICGN reportInternational Corporate Governance Network hasprovided practical guidance for boards to operateefficiently and compete for scarce capital

Organisation for Economic Co-operation andDevelopment produced non-binding principles toaddress the interests of global investors Companiesshould work towards achieving principles andprinciples are guidelines for individual countries todevelop own codes

UK Corporate Governance CodeCode derived originally from Cadbury Greenbury andHampel reports supplemented by

Turnbull report ndash risk and internal control Smith report ndash audit committees Higgs report ndash non-executive directors

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 15

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

The non-audit services auditors can provide aresignificantly restricted and auditors are subject tovarious other rules

Compulsory partner rotation

Retention of audit papers

Quality control standards

Review internal control systems

Sarbanes-OxleyThe Sarbanes-Oxley Act was a response to thecollapse of Enron one of Americas biggest companiesThe Act is more prescriptive than codes in otherjurisdictions impacting on review of controlsdisclosures audits ethics and directorsrsquo share trading

Lack of transparency in accounts Non-executive directors weak Lack of external audit scrutiny Directorsrsquo use of inside information Dishonesty and law-breaking

Weaknesses at Enron

Corporate responsibilityChief executivechief finance officer certify

Appropriateness of accounts

Accounts fairly reflect operations and financialcondition

If accounts have to be restated they forfeit theirbonuses

Auditing requirements

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 16

2 Approaches to corporate governancePage 17

Audit committeesEvery listed company should have an auditcommittee consisting of independent directors withmember(s) with financial expertise Audit committeeshould be responsible for

Appointment compensation and oversight ofauditors

Discussing key accounting policies with auditors Setting up complaints mechanisms

Internal control reports (s404)Annual accounts must contain internal control reportsthat

State management responsibility for controlstructurefinancial reporting procedures

Assess effectiveness of control structurefinancialreporting procedures (with audit report)

State whether code of conduct for senior financialofficers has been adopted

Whistleblowing Off-balance sheet transactionsEmployeesauditors will be granted whistleblowingprotection if they disclose private employerinformation to parties involved in a fraud claim

There should be appropriate disclosure of material off-balance sheet transactions

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 17

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Carrolls modelFour levels of responsibilities

Economic ndash shareholdersemployeescustomers Legal ndash comply with laws Ethical ndash act in fair and just way Philanthropic ndash generosity to employees

community

Collaboration time-consuming and expensive Culture clashes with certain stakeholders Collaboration on some issues conflict on

others Lack of consensus between different

stakeholders

Problems with stakeholder view

CSR and stakeholdersBusinesses benefit from goodwill and other aspectsof society and therefore owe those particularlyaffected by their activities certain duties in return

Significance of responsibilityLarge businesses in particular face expectations thatthey will act in a socially responsible fashion

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 18

2 Approaches to corporate governancePage 19

Ownership responsibilitiesBy buying shares shareholders buy a responsibility toensure that company is managed efficiently and in waysconsistent with public welfare Responsibilities of institu-tional shareholders have been stressed institutionalshareholders large shareholdings meaning theyshould be actively involved and pressure managers

Shareholders with small holdings arenrsquotinfluential

Shareholders can easily dispose of shares andthis loosens feelings of obligation

Ownership view problems

Objectives

Mission statements

Ethical codes

Governance codes

Stakeholder board representation

Corporate social reporting

Impact of CSR

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 19

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Public sector Private sector Charitable status NGOsquasi NGOs

Purposes and objectives Public service Profit Relief of povertyresearch etc

As defined by owners

Performance Central regulation Financial reportingstandards

SORP Set outcomes

Ownership Government Partnersshareholders

Donors Government

Stakeholders (including lobby groups)

The public centralgovernmentservice users

Shareholdersregulators taxationauthorities

Service users Governmentlobbying groups

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 20

3 Corporate governance practiceand reporting

Topic List

Role of board

Board membership

Non-executive directors

Directors remuneration

Stakeholder relationships

Reporting

Corporate governance practice is a key area in thissyllabus and you can expect to be asked whether anorganisation is following good practice The role andactivities of the board will be significant elements inmany questions How corporate governance practiceserves the interests of stakeholders will also beimportant

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 21

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Scope of boards roleThe board should have a formal schedule of mattersreserved to it for decisions Board is also responsiblefor overseeing strategy monitoring risk controlsystems and management and ensuring effectivecommunication

Maximise talent pool Broader range of knowledge Access stakeholder constituencies Greater independence Corporate citizen

Advantages of diversity

Legal responsibilities Avoidance of conflict of interest Time limits on appointments Limits on service contracts Retirement by rotation Insider dealing

Legal and regulatory frameworks

Nomination of directorsNomination committee should oversee appointmentsand make recommendations to the board Needs toconsider

Executivesnon-executives Gaps in current boards skills Expanding board diversity (age gender race

ethnicity education background) Continuity and succession planning

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 22

3 Corporate governance practice and reportingPage 23

CPD and appraisalsAll board members should have training coveringstrategy management legal responsibilities andcompany related issues

There should be annual appraisals of the performanceof the whole board and of individual directors

Performance against objectives Contribution to strategyenvironment Response to problems Considering right matters Communication Effectiveness of board committees Quality of feedback Adequacy of decision-making

Board appraisal

Advantages of multi-tier boards

Supervisorssupervised separationDeters management fraudBetter links with stakeholdersBetter use of non-executive time

Disadvantages of multi-tier boards

Lack of accountabilityDont receive information from managersSupervisory board decision-making restrictedLess effective at questioning managers

Companies in some countries are run by two or moreboards often with supervisorymanagement role split

Multi-tier boards

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 23

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board membershipCompanies need to consider optimumsize balance of executive and non-executive directors and diversity ofmembership

Division of responsibilitiesNo one individual should have unfettered control Ideally chairman andchief executive should be different people if not there should be a strongindependent element on the board with a recognised senior member

Board committeesBoard committees supervise specificareas doesnt absolve main boardfrom overall responsibilities Keycommittees

Nomination (this chapter)

Audit (Chapter 8)

Remuneration (this chapter)

Risk management (Chapter 5)

Strategic development

Investment analysis

Risk management

Recommendations toboard committees

Control systemsenforcement

Responsibilities of CEO

Running board

Accurate board information

Shareholder communication(Chairmans Statement)

New director induction

Board appraisal

Board development

Signing off accounts

Responsibilities of chairman

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 24

3 Corporate governance practice and reportingPage 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Number of NEDsUSAUK ndash Independent NEDs at least half of boardothers ndash sufficient for views to carry weight

Independence of NEDs No businessfinancialother connection No share optionspensions Appointment for specified term Ability to take independent advice

Advantages of NEDs

External experience and knowledgeWider perspectiveComfort for investorsConfidantenablerBoard members but objective

Disadvantages of NEDs

IndependenceRestricted recruitmentDifficult to impose viewsCanrsquot prevent problemsLimited time

Non-executive directors (NEDs)NEDs have no executive (managerial) responsibilitiesThey should provide balance and help to reduceconflict between executive directors and shareholdersMajority of NEDs should be independent

Role Strategy Scrutiny

Risk management Board personnel

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Service contractsIf service contracts are too long premature terminationmay mean significant payments Service contractsshouldnt be gt12 months normally

Remuneration committeeCommittee of independent NEDs determining

Remuneration policy Specific remuneration packages

PrinciplesUKs Greenbury committee suggests

Directors remuneration set by independent boardmembers

Bonuses related to measurable performanceenhancedlong-term shareholder value

Full transparency in annual accounts

Remuneration statementConsider and disclose

Remuneration policy Arrangements for individual directorsConsider allowing members to vote onremuneration statement in accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 26

3 Corporate governance practice and reportingPage 27

Elements of remuneration packageBasic salary ndash in contract of employment

Performance-related bonuses ndash limited possiblyto maximum of pay shouldnt be given fortransactions or if excessive risks taken

Shares ndash granted on condition cant be sold

Share options ndash purchased at specified exerciseprice encouragement to improve companysperformance and hence share prices options(and shares) to be held for certain length of time

Benefits-in-kind ndash is cost excessive and howcomparable are they with what employees aregiven

Pensions ndash best practice to make only basicsalary pensionable

Need to attract and retain directors Interests of stakeholders Weighting and phasing of different parts of package Directormanager differentials Impact of directormanager resigning Performance measures

Factors affecting remuneration levels

Variety of financialnon-financial measures Focus on current not historic performance Avoid short-termism Reward individual effort

Performance measures

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 27

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Relationships with stakeholdersOECD stresses role of

Employees Creditors Suppliers Investors Government

Position of stakeholders should be

Protected by law Enhanced by participation (eg employees share

ownership profit-sharing arrangements seat onboard)

Relationships with shareholdersDirectors should be required to submit to regular re-election (every yearevery three years) Boards shouldconsider relationships with all shareholders particularlyinstitutional shareholders Annual general meetings nor-mal part of calendar other general meetings discussissues of immediateserious concern

Proxy votingMyners report recommends

Clear agreements between beneficial ownersand investment managers

Stock lending shouldnt happen Electronic voting Poll (including proxies) for all resolutions

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 28

3 Corporate governance practice and reportingPage 29

Annual general meetings

Notice gt 20 daysbefore

Businesspresentation

Question andanswer sessions

Shareholders vote onsubstantiallyseparate issues

Shareholders vote onreport and accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 29

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board composition directors NEDs evaluationof board performance

Committee reports Relations with auditors and shareholders Review of internal controls Going concern Sustainability reporting Business review

Major disclosuresReportingLondon Stock Exchange requires

Narrative statement of how principles in UKCorporate Governance Code have been applied

Statement of compliancedetails of reasons fornon-compliance

Voluntary disclosuresDisclosures above statutorybest practice minimumDisclosures should follow certain principles

Planned process Transparency in disclosures made Consultation with users All relevant information considered Disclosures subject to review

Wider information provision Different forms of information Greater assurance about management Reflect investor interests

Benefits

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 30

4 Internal control systems

Topic List

Control systems

Nature of risks

Control framework

Control limitations

Enterprise risk management

Assessment of systems

In this chapter we look at the key elements of soundcontrol systems The overall environment and ethos oforganisation is as important as the specific proceduresThe risks organisations face should have a significantimpact upon the control frameworks they adoptYou mayneed to assess the effectiveness of control systems andthe difficulties of implementing sound systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 31

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Internal management control

Cybernetic control system

Management planning organising and directing sothat organisational objectives are achievedTurnbull report listed key aims Facilitate effective and efficient operation Ensure quality of reporting Ensure compliance with laws and regulations

Process of control within system

Identification of system objectives Setting targets for system objectives Measuring system achievementsoutputs Comparing achievements with targets Identifying corrective action Implementing corrective action

Embedded in operations Form part of culture Capable of quick response

Characteristics of control systems

Ease of targetachievement

Qualitativequantitativemeasures

Shortlong-termmeasures

Consistency ofmeasures

Managementintervention

Automatic controlmechanisms

Reliance on socialrelationships

Features of control systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 32

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 33

Risk classificationRisks can be classified in various waysFundamental ndash affects society in generalParticular ndash individual in controlSpeculative ndash good or bad consequencesPure ndash only outcomes harmful

Risk and uncertaintyUncertainty means possible outcomes andor chancesof each occurring are unknown

Risk and corporate governanceCorporate governance reports aim to addressshareholder concerns that directors are notachieving adequate returns for risks incurred andprovide mechanisms for controlling directors whoare taking excessive risks Directors responsibilityfor monitoring and disclosing risk management isstressed

Predictability of cash flows Limitation of effects of bad events Increased shareholder confidence Weigh costs

Benefits of risk management

Risk and returnBusinesses have to take some risks to trade(entrepreneurship) Businesses may tolerate higherrisk levels provided they receive higher returns

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 33

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

CONTROL FRAMEWORK

Control activitiesControl environment

Orderly conduct of business Adherence to internal policies and laws Safeguarding assets Preventiondetection of fraud Accuracycompleteness of accounting records Quality of information and reporting

Purposes

Objectives

Natureextent ofrisks

Acceptable risks

Likelihood risksmaterialise

Ability to reducerisks

Costsbenefits ofcontrols

Changes in riskconditions

Control systems and risks

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 34

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 35

Costs gt benefits Human errorFraud Employee collusion

Managementbypass

Designed for routinetransactions

Depend on methodof data processing

LIMITATIONS OF CONTROLS

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 35

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Enterprise risk management (ERM)ERM is framework suggested by COSO for dealingwith risk It is a fundamental process operated atorganisation level that helps staff understand risksresponsibilities and authority levels ERM should

Apply in strategy setting Apply in all areas and over whole organisation Identify events affecting entity Manage risk according to risk appetite Provide reasonable assurance Support organisational objectives

Align risk appetite and strategy Link growth risk and return Choose best risk response Minimise surprises and losses Manage risks over whole organisation Allows organisation to seize opportunities

ERM benefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 36

4 Internal control systemsPage 37

Internal EnvironmentObjective Setting

Event IdentificationRisk AssessmentRisk Response

Control ActivitiesInformation amp Communication

Monitoring

STRATEGIC

OPERATIONS

REPORTING

COMPLIANCE

ENTITY LEVELDIVISION

BUSINESS UNITSUBSIDIARY

COSOs Enterprise Risk Management framework

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 37

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Objectives Risk links Compatibility Control mixHuman

resources

Framework Review Information

ASSESSMENT

Feedback Costsbenefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 38

5 Risk attitudes and internal environment

Topic List

Risk attributes

Stakeholders and risk

Internal environment

Risk management responsibilities

Objective setting

This chapter covers the underlying factors that helpdetermine how organisations respond to the risks theyface These factors include attitudes to risk theenvironment and culture and the organisational structureincluding responsibilities for dealing with risks

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 39

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Emotional satisfaction

Risk-averse or risk-seeking

Riskreturn

Size Structure Development Past experience Focus on avoiding

risk

Organisational influences

Shareholder requirements

Personal views

Risk attributes

National influences Government protection

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 40

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

5 Risk attitudes and internal environment Page 41

RISK

CONCERNS

Dividend impact Capital gain impact Dependent on their risk appetitediversification Threat to repayment Security imposed Threat of other debts Job threats Health and safety worries Ability to take action Losses on sales Unwilling credit suppliers Disruption of relationships Delivery failures Lack of value Poor quality Poor employment policies Adverse impact on the environment

Debt providers

Wider community

Suppliers

Shareholders

Employees

Customers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 41

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Internalcontrol environmentThe control environment is the attitude awareness andactions of management in relation to internal controls providing the background for the operation of other controls

Risk management philosophy Risk appetite Integrity Ethics Organisational environment

Risk environment

Managements philosophy and operating style Control culture Organisational structure Methods of imposing control Integrity ethical values and competence

Elements of internal environment

Clear risk management strategies Culturecode of conductHRMreward systems support

objectives and risk limitation Senior management commitment to competence

integrity and trust Clear authority and responsibility Communication procedures Staff have knowledge skills and tools

Strong internal environment

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 42

5 Risk attitudes and internal environment Page 43

Embedding risk awarenessRisk assessment should evolve into a consistent activityembedded across all processes focus on

Threats to shareholdersstakeholders (future growthopportunitiescore business)

Consistent action-orientated risk assessment

Internal communications programme Training Involvement in risk identification Incentives Key personnel persuasion Infrastructure support

Changing risk culture Definitions and objectives Regulatory requirements Links to strategic decision-making Key areas Risk classification Risk responsibilities Important controls Assurance reporting Training

Risk policy statement

Risk registerFormal collection of risk and response informationRegister lists and prioritises risks and specifiesresponsible individuals and action taken

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 43

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Board

Senior managers

Internal audit

External audit

Line managers

Staff

Determines risk management strategy and monitors overall risks setsand reviews internal control

Build on overall framework specifying risk management methods andco-ordinate responses may staff risk management group

Audit risk management processkey risk area controls

Audit risk areas that impact materially on financial statements

Identify and evaluate risks in their areas use performanceindicators for monitoring implement responses

Follow risk management procedures have good understandingreport dangers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 44

5 Risk attitudes and internal environment Page 45

Risk committeeCommittee of directors separate from auditcommittee responsible for monitoring andsupervising risk identification and management

Can be staffed by executive directors Allows audit committee to concentrate on

financial risks

Risk management personnelRisk specialist ndash consultant called in to advise on particularaspects of risk management

Risk manager ndash employee with specific responsibility fordealing appropriately with risks

Risk management function ndash employees in largerorganisations

Determine risk managementstrategypolicy

Review reports on risk Monitor overall exposure Monitor changes in circumstances Assess effectiveness of RM systems Review statement on internal control

Role of RM committee

Helping determine risk management strategies Champions of risk management Building risk awareness culture Establishing risk policy and structures Developing and reviewing risk management processes Co-ordinating functional responses Preparing report for boardshareholders

Role of RM function

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 45

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

MissionA general objective visionary often unwritten andvery open-ended without any time limit for achievement

Strategic ndash high level goals support mission Operational ndash effectiveness and efficiency Reporting ndash reliability Compliance ndash with applicable laws

COSO model

Profitability Market share Growth Cash flow Customer satisfaction Quality Added value

Corporate objectives

Objective setting and riskStrategic objectives and mission will influence riskmanagement

However businesses should also determine riskappetite (willingness to take risks) and riskstrategy

These in turn should influence business objectivesBusinesses should take a portfolio view of riskslooking at relevant risks over the whole organisation

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 46

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 20: 2015 bpp p1 passcards

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyBasis ofguidance

2 Approaches to corporate governancePage 15

Majorgovernance codes

OECD principles

Shareholderstakeholder rights Equitable treatment of all shareholders Stakeholders rights protected Timelyaccurate disclosure of material matters Board responsible for strategy and monitoring

PrinciplesICGN reportInternational Corporate Governance Network hasprovided practical guidance for boards to operateefficiently and compete for scarce capital

Organisation for Economic Co-operation andDevelopment produced non-binding principles toaddress the interests of global investors Companiesshould work towards achieving principles andprinciples are guidelines for individual countries todevelop own codes

UK Corporate Governance CodeCode derived originally from Cadbury Greenbury andHampel reports supplemented by

Turnbull report ndash risk and internal control Smith report ndash audit committees Higgs report ndash non-executive directors

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 15

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

The non-audit services auditors can provide aresignificantly restricted and auditors are subject tovarious other rules

Compulsory partner rotation

Retention of audit papers

Quality control standards

Review internal control systems

Sarbanes-OxleyThe Sarbanes-Oxley Act was a response to thecollapse of Enron one of Americas biggest companiesThe Act is more prescriptive than codes in otherjurisdictions impacting on review of controlsdisclosures audits ethics and directorsrsquo share trading

Lack of transparency in accounts Non-executive directors weak Lack of external audit scrutiny Directorsrsquo use of inside information Dishonesty and law-breaking

Weaknesses at Enron

Corporate responsibilityChief executivechief finance officer certify

Appropriateness of accounts

Accounts fairly reflect operations and financialcondition

If accounts have to be restated they forfeit theirbonuses

Auditing requirements

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 16

2 Approaches to corporate governancePage 17

Audit committeesEvery listed company should have an auditcommittee consisting of independent directors withmember(s) with financial expertise Audit committeeshould be responsible for

Appointment compensation and oversight ofauditors

Discussing key accounting policies with auditors Setting up complaints mechanisms

Internal control reports (s404)Annual accounts must contain internal control reportsthat

State management responsibility for controlstructurefinancial reporting procedures

Assess effectiveness of control structurefinancialreporting procedures (with audit report)

State whether code of conduct for senior financialofficers has been adopted

Whistleblowing Off-balance sheet transactionsEmployeesauditors will be granted whistleblowingprotection if they disclose private employerinformation to parties involved in a fraud claim

There should be appropriate disclosure of material off-balance sheet transactions

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 17

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Carrolls modelFour levels of responsibilities

Economic ndash shareholdersemployeescustomers Legal ndash comply with laws Ethical ndash act in fair and just way Philanthropic ndash generosity to employees

community

Collaboration time-consuming and expensive Culture clashes with certain stakeholders Collaboration on some issues conflict on

others Lack of consensus between different

stakeholders

Problems with stakeholder view

CSR and stakeholdersBusinesses benefit from goodwill and other aspectsof society and therefore owe those particularlyaffected by their activities certain duties in return

Significance of responsibilityLarge businesses in particular face expectations thatthey will act in a socially responsible fashion

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 18

2 Approaches to corporate governancePage 19

Ownership responsibilitiesBy buying shares shareholders buy a responsibility toensure that company is managed efficiently and in waysconsistent with public welfare Responsibilities of institu-tional shareholders have been stressed institutionalshareholders large shareholdings meaning theyshould be actively involved and pressure managers

Shareholders with small holdings arenrsquotinfluential

Shareholders can easily dispose of shares andthis loosens feelings of obligation

Ownership view problems

Objectives

Mission statements

Ethical codes

Governance codes

Stakeholder board representation

Corporate social reporting

Impact of CSR

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 19

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Public sector Private sector Charitable status NGOsquasi NGOs

Purposes and objectives Public service Profit Relief of povertyresearch etc

As defined by owners

Performance Central regulation Financial reportingstandards

SORP Set outcomes

Ownership Government Partnersshareholders

Donors Government

Stakeholders (including lobby groups)

The public centralgovernmentservice users

Shareholdersregulators taxationauthorities

Service users Governmentlobbying groups

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 20

3 Corporate governance practiceand reporting

Topic List

Role of board

Board membership

Non-executive directors

Directors remuneration

Stakeholder relationships

Reporting

Corporate governance practice is a key area in thissyllabus and you can expect to be asked whether anorganisation is following good practice The role andactivities of the board will be significant elements inmany questions How corporate governance practiceserves the interests of stakeholders will also beimportant

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 21

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Scope of boards roleThe board should have a formal schedule of mattersreserved to it for decisions Board is also responsiblefor overseeing strategy monitoring risk controlsystems and management and ensuring effectivecommunication

Maximise talent pool Broader range of knowledge Access stakeholder constituencies Greater independence Corporate citizen

Advantages of diversity

Legal responsibilities Avoidance of conflict of interest Time limits on appointments Limits on service contracts Retirement by rotation Insider dealing

Legal and regulatory frameworks

Nomination of directorsNomination committee should oversee appointmentsand make recommendations to the board Needs toconsider

Executivesnon-executives Gaps in current boards skills Expanding board diversity (age gender race

ethnicity education background) Continuity and succession planning

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 22

3 Corporate governance practice and reportingPage 23

CPD and appraisalsAll board members should have training coveringstrategy management legal responsibilities andcompany related issues

There should be annual appraisals of the performanceof the whole board and of individual directors

Performance against objectives Contribution to strategyenvironment Response to problems Considering right matters Communication Effectiveness of board committees Quality of feedback Adequacy of decision-making

Board appraisal

Advantages of multi-tier boards

Supervisorssupervised separationDeters management fraudBetter links with stakeholdersBetter use of non-executive time

Disadvantages of multi-tier boards

Lack of accountabilityDont receive information from managersSupervisory board decision-making restrictedLess effective at questioning managers

Companies in some countries are run by two or moreboards often with supervisorymanagement role split

Multi-tier boards

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 23

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board membershipCompanies need to consider optimumsize balance of executive and non-executive directors and diversity ofmembership

Division of responsibilitiesNo one individual should have unfettered control Ideally chairman andchief executive should be different people if not there should be a strongindependent element on the board with a recognised senior member

Board committeesBoard committees supervise specificareas doesnt absolve main boardfrom overall responsibilities Keycommittees

Nomination (this chapter)

Audit (Chapter 8)

Remuneration (this chapter)

Risk management (Chapter 5)

Strategic development

Investment analysis

Risk management

Recommendations toboard committees

Control systemsenforcement

Responsibilities of CEO

Running board

Accurate board information

Shareholder communication(Chairmans Statement)

New director induction

Board appraisal

Board development

Signing off accounts

Responsibilities of chairman

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 24

3 Corporate governance practice and reportingPage 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Number of NEDsUSAUK ndash Independent NEDs at least half of boardothers ndash sufficient for views to carry weight

Independence of NEDs No businessfinancialother connection No share optionspensions Appointment for specified term Ability to take independent advice

Advantages of NEDs

External experience and knowledgeWider perspectiveComfort for investorsConfidantenablerBoard members but objective

Disadvantages of NEDs

IndependenceRestricted recruitmentDifficult to impose viewsCanrsquot prevent problemsLimited time

Non-executive directors (NEDs)NEDs have no executive (managerial) responsibilitiesThey should provide balance and help to reduceconflict between executive directors and shareholdersMajority of NEDs should be independent

Role Strategy Scrutiny

Risk management Board personnel

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Service contractsIf service contracts are too long premature terminationmay mean significant payments Service contractsshouldnt be gt12 months normally

Remuneration committeeCommittee of independent NEDs determining

Remuneration policy Specific remuneration packages

PrinciplesUKs Greenbury committee suggests

Directors remuneration set by independent boardmembers

Bonuses related to measurable performanceenhancedlong-term shareholder value

Full transparency in annual accounts

Remuneration statementConsider and disclose

Remuneration policy Arrangements for individual directorsConsider allowing members to vote onremuneration statement in accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 26

3 Corporate governance practice and reportingPage 27

Elements of remuneration packageBasic salary ndash in contract of employment

Performance-related bonuses ndash limited possiblyto maximum of pay shouldnt be given fortransactions or if excessive risks taken

Shares ndash granted on condition cant be sold

Share options ndash purchased at specified exerciseprice encouragement to improve companysperformance and hence share prices options(and shares) to be held for certain length of time

Benefits-in-kind ndash is cost excessive and howcomparable are they with what employees aregiven

Pensions ndash best practice to make only basicsalary pensionable

Need to attract and retain directors Interests of stakeholders Weighting and phasing of different parts of package Directormanager differentials Impact of directormanager resigning Performance measures

Factors affecting remuneration levels

Variety of financialnon-financial measures Focus on current not historic performance Avoid short-termism Reward individual effort

Performance measures

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 27

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Relationships with stakeholdersOECD stresses role of

Employees Creditors Suppliers Investors Government

Position of stakeholders should be

Protected by law Enhanced by participation (eg employees share

ownership profit-sharing arrangements seat onboard)

Relationships with shareholdersDirectors should be required to submit to regular re-election (every yearevery three years) Boards shouldconsider relationships with all shareholders particularlyinstitutional shareholders Annual general meetings nor-mal part of calendar other general meetings discussissues of immediateserious concern

Proxy votingMyners report recommends

Clear agreements between beneficial ownersand investment managers

Stock lending shouldnt happen Electronic voting Poll (including proxies) for all resolutions

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 28

3 Corporate governance practice and reportingPage 29

Annual general meetings

Notice gt 20 daysbefore

Businesspresentation

Question andanswer sessions

Shareholders vote onsubstantiallyseparate issues

Shareholders vote onreport and accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 29

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board composition directors NEDs evaluationof board performance

Committee reports Relations with auditors and shareholders Review of internal controls Going concern Sustainability reporting Business review

Major disclosuresReportingLondon Stock Exchange requires

Narrative statement of how principles in UKCorporate Governance Code have been applied

Statement of compliancedetails of reasons fornon-compliance

Voluntary disclosuresDisclosures above statutorybest practice minimumDisclosures should follow certain principles

Planned process Transparency in disclosures made Consultation with users All relevant information considered Disclosures subject to review

Wider information provision Different forms of information Greater assurance about management Reflect investor interests

Benefits

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 30

4 Internal control systems

Topic List

Control systems

Nature of risks

Control framework

Control limitations

Enterprise risk management

Assessment of systems

In this chapter we look at the key elements of soundcontrol systems The overall environment and ethos oforganisation is as important as the specific proceduresThe risks organisations face should have a significantimpact upon the control frameworks they adoptYou mayneed to assess the effectiveness of control systems andthe difficulties of implementing sound systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 31

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Internal management control

Cybernetic control system

Management planning organising and directing sothat organisational objectives are achievedTurnbull report listed key aims Facilitate effective and efficient operation Ensure quality of reporting Ensure compliance with laws and regulations

Process of control within system

Identification of system objectives Setting targets for system objectives Measuring system achievementsoutputs Comparing achievements with targets Identifying corrective action Implementing corrective action

Embedded in operations Form part of culture Capable of quick response

Characteristics of control systems

Ease of targetachievement

Qualitativequantitativemeasures

Shortlong-termmeasures

Consistency ofmeasures

Managementintervention

Automatic controlmechanisms

Reliance on socialrelationships

Features of control systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 32

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 33

Risk classificationRisks can be classified in various waysFundamental ndash affects society in generalParticular ndash individual in controlSpeculative ndash good or bad consequencesPure ndash only outcomes harmful

Risk and uncertaintyUncertainty means possible outcomes andor chancesof each occurring are unknown

Risk and corporate governanceCorporate governance reports aim to addressshareholder concerns that directors are notachieving adequate returns for risks incurred andprovide mechanisms for controlling directors whoare taking excessive risks Directors responsibilityfor monitoring and disclosing risk management isstressed

Predictability of cash flows Limitation of effects of bad events Increased shareholder confidence Weigh costs

Benefits of risk management

Risk and returnBusinesses have to take some risks to trade(entrepreneurship) Businesses may tolerate higherrisk levels provided they receive higher returns

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 33

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

CONTROL FRAMEWORK

Control activitiesControl environment

Orderly conduct of business Adherence to internal policies and laws Safeguarding assets Preventiondetection of fraud Accuracycompleteness of accounting records Quality of information and reporting

Purposes

Objectives

Natureextent ofrisks

Acceptable risks

Likelihood risksmaterialise

Ability to reducerisks

Costsbenefits ofcontrols

Changes in riskconditions

Control systems and risks

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 34

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 35

Costs gt benefits Human errorFraud Employee collusion

Managementbypass

Designed for routinetransactions

Depend on methodof data processing

LIMITATIONS OF CONTROLS

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 35

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Enterprise risk management (ERM)ERM is framework suggested by COSO for dealingwith risk It is a fundamental process operated atorganisation level that helps staff understand risksresponsibilities and authority levels ERM should

Apply in strategy setting Apply in all areas and over whole organisation Identify events affecting entity Manage risk according to risk appetite Provide reasonable assurance Support organisational objectives

Align risk appetite and strategy Link growth risk and return Choose best risk response Minimise surprises and losses Manage risks over whole organisation Allows organisation to seize opportunities

ERM benefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 36

4 Internal control systemsPage 37

Internal EnvironmentObjective Setting

Event IdentificationRisk AssessmentRisk Response

Control ActivitiesInformation amp Communication

Monitoring

STRATEGIC

OPERATIONS

REPORTING

COMPLIANCE

ENTITY LEVELDIVISION

BUSINESS UNITSUBSIDIARY

COSOs Enterprise Risk Management framework

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 37

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Objectives Risk links Compatibility Control mixHuman

resources

Framework Review Information

ASSESSMENT

Feedback Costsbenefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 38

5 Risk attitudes and internal environment

Topic List

Risk attributes

Stakeholders and risk

Internal environment

Risk management responsibilities

Objective setting

This chapter covers the underlying factors that helpdetermine how organisations respond to the risks theyface These factors include attitudes to risk theenvironment and culture and the organisational structureincluding responsibilities for dealing with risks

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 39

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Emotional satisfaction

Risk-averse or risk-seeking

Riskreturn

Size Structure Development Past experience Focus on avoiding

risk

Organisational influences

Shareholder requirements

Personal views

Risk attributes

National influences Government protection

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 40

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

5 Risk attitudes and internal environment Page 41

RISK

CONCERNS

Dividend impact Capital gain impact Dependent on their risk appetitediversification Threat to repayment Security imposed Threat of other debts Job threats Health and safety worries Ability to take action Losses on sales Unwilling credit suppliers Disruption of relationships Delivery failures Lack of value Poor quality Poor employment policies Adverse impact on the environment

Debt providers

Wider community

Suppliers

Shareholders

Employees

Customers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 41

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Internalcontrol environmentThe control environment is the attitude awareness andactions of management in relation to internal controls providing the background for the operation of other controls

Risk management philosophy Risk appetite Integrity Ethics Organisational environment

Risk environment

Managements philosophy and operating style Control culture Organisational structure Methods of imposing control Integrity ethical values and competence

Elements of internal environment

Clear risk management strategies Culturecode of conductHRMreward systems support

objectives and risk limitation Senior management commitment to competence

integrity and trust Clear authority and responsibility Communication procedures Staff have knowledge skills and tools

Strong internal environment

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 42

5 Risk attitudes and internal environment Page 43

Embedding risk awarenessRisk assessment should evolve into a consistent activityembedded across all processes focus on

Threats to shareholdersstakeholders (future growthopportunitiescore business)

Consistent action-orientated risk assessment

Internal communications programme Training Involvement in risk identification Incentives Key personnel persuasion Infrastructure support

Changing risk culture Definitions and objectives Regulatory requirements Links to strategic decision-making Key areas Risk classification Risk responsibilities Important controls Assurance reporting Training

Risk policy statement

Risk registerFormal collection of risk and response informationRegister lists and prioritises risks and specifiesresponsible individuals and action taken

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 43

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Board

Senior managers

Internal audit

External audit

Line managers

Staff

Determines risk management strategy and monitors overall risks setsand reviews internal control

Build on overall framework specifying risk management methods andco-ordinate responses may staff risk management group

Audit risk management processkey risk area controls

Audit risk areas that impact materially on financial statements

Identify and evaluate risks in their areas use performanceindicators for monitoring implement responses

Follow risk management procedures have good understandingreport dangers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 44

5 Risk attitudes and internal environment Page 45

Risk committeeCommittee of directors separate from auditcommittee responsible for monitoring andsupervising risk identification and management

Can be staffed by executive directors Allows audit committee to concentrate on

financial risks

Risk management personnelRisk specialist ndash consultant called in to advise on particularaspects of risk management

Risk manager ndash employee with specific responsibility fordealing appropriately with risks

Risk management function ndash employees in largerorganisations

Determine risk managementstrategypolicy

Review reports on risk Monitor overall exposure Monitor changes in circumstances Assess effectiveness of RM systems Review statement on internal control

Role of RM committee

Helping determine risk management strategies Champions of risk management Building risk awareness culture Establishing risk policy and structures Developing and reviewing risk management processes Co-ordinating functional responses Preparing report for boardshareholders

Role of RM function

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 45

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

MissionA general objective visionary often unwritten andvery open-ended without any time limit for achievement

Strategic ndash high level goals support mission Operational ndash effectiveness and efficiency Reporting ndash reliability Compliance ndash with applicable laws

COSO model

Profitability Market share Growth Cash flow Customer satisfaction Quality Added value

Corporate objectives

Objective setting and riskStrategic objectives and mission will influence riskmanagement

However businesses should also determine riskappetite (willingness to take risks) and riskstrategy

These in turn should influence business objectivesBusinesses should take a portfolio view of riskslooking at relevant risks over the whole organisation

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 46

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 21: 2015 bpp p1 passcards

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

The non-audit services auditors can provide aresignificantly restricted and auditors are subject tovarious other rules

Compulsory partner rotation

Retention of audit papers

Quality control standards

Review internal control systems

Sarbanes-OxleyThe Sarbanes-Oxley Act was a response to thecollapse of Enron one of Americas biggest companiesThe Act is more prescriptive than codes in otherjurisdictions impacting on review of controlsdisclosures audits ethics and directorsrsquo share trading

Lack of transparency in accounts Non-executive directors weak Lack of external audit scrutiny Directorsrsquo use of inside information Dishonesty and law-breaking

Weaknesses at Enron

Corporate responsibilityChief executivechief finance officer certify

Appropriateness of accounts

Accounts fairly reflect operations and financialcondition

If accounts have to be restated they forfeit theirbonuses

Auditing requirements

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 16

2 Approaches to corporate governancePage 17

Audit committeesEvery listed company should have an auditcommittee consisting of independent directors withmember(s) with financial expertise Audit committeeshould be responsible for

Appointment compensation and oversight ofauditors

Discussing key accounting policies with auditors Setting up complaints mechanisms

Internal control reports (s404)Annual accounts must contain internal control reportsthat

State management responsibility for controlstructurefinancial reporting procedures

Assess effectiveness of control structurefinancialreporting procedures (with audit report)

State whether code of conduct for senior financialofficers has been adopted

Whistleblowing Off-balance sheet transactionsEmployeesauditors will be granted whistleblowingprotection if they disclose private employerinformation to parties involved in a fraud claim

There should be appropriate disclosure of material off-balance sheet transactions

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 17

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Carrolls modelFour levels of responsibilities

Economic ndash shareholdersemployeescustomers Legal ndash comply with laws Ethical ndash act in fair and just way Philanthropic ndash generosity to employees

community

Collaboration time-consuming and expensive Culture clashes with certain stakeholders Collaboration on some issues conflict on

others Lack of consensus between different

stakeholders

Problems with stakeholder view

CSR and stakeholdersBusinesses benefit from goodwill and other aspectsof society and therefore owe those particularlyaffected by their activities certain duties in return

Significance of responsibilityLarge businesses in particular face expectations thatthey will act in a socially responsible fashion

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 18

2 Approaches to corporate governancePage 19

Ownership responsibilitiesBy buying shares shareholders buy a responsibility toensure that company is managed efficiently and in waysconsistent with public welfare Responsibilities of institu-tional shareholders have been stressed institutionalshareholders large shareholdings meaning theyshould be actively involved and pressure managers

Shareholders with small holdings arenrsquotinfluential

Shareholders can easily dispose of shares andthis loosens feelings of obligation

Ownership view problems

Objectives

Mission statements

Ethical codes

Governance codes

Stakeholder board representation

Corporate social reporting

Impact of CSR

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 19

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Public sector Private sector Charitable status NGOsquasi NGOs

Purposes and objectives Public service Profit Relief of povertyresearch etc

As defined by owners

Performance Central regulation Financial reportingstandards

SORP Set outcomes

Ownership Government Partnersshareholders

Donors Government

Stakeholders (including lobby groups)

The public centralgovernmentservice users

Shareholdersregulators taxationauthorities

Service users Governmentlobbying groups

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 20

3 Corporate governance practiceand reporting

Topic List

Role of board

Board membership

Non-executive directors

Directors remuneration

Stakeholder relationships

Reporting

Corporate governance practice is a key area in thissyllabus and you can expect to be asked whether anorganisation is following good practice The role andactivities of the board will be significant elements inmany questions How corporate governance practiceserves the interests of stakeholders will also beimportant

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 21

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Scope of boards roleThe board should have a formal schedule of mattersreserved to it for decisions Board is also responsiblefor overseeing strategy monitoring risk controlsystems and management and ensuring effectivecommunication

Maximise talent pool Broader range of knowledge Access stakeholder constituencies Greater independence Corporate citizen

Advantages of diversity

Legal responsibilities Avoidance of conflict of interest Time limits on appointments Limits on service contracts Retirement by rotation Insider dealing

Legal and regulatory frameworks

Nomination of directorsNomination committee should oversee appointmentsand make recommendations to the board Needs toconsider

Executivesnon-executives Gaps in current boards skills Expanding board diversity (age gender race

ethnicity education background) Continuity and succession planning

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 22

3 Corporate governance practice and reportingPage 23

CPD and appraisalsAll board members should have training coveringstrategy management legal responsibilities andcompany related issues

There should be annual appraisals of the performanceof the whole board and of individual directors

Performance against objectives Contribution to strategyenvironment Response to problems Considering right matters Communication Effectiveness of board committees Quality of feedback Adequacy of decision-making

Board appraisal

Advantages of multi-tier boards

Supervisorssupervised separationDeters management fraudBetter links with stakeholdersBetter use of non-executive time

Disadvantages of multi-tier boards

Lack of accountabilityDont receive information from managersSupervisory board decision-making restrictedLess effective at questioning managers

Companies in some countries are run by two or moreboards often with supervisorymanagement role split

Multi-tier boards

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 23

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board membershipCompanies need to consider optimumsize balance of executive and non-executive directors and diversity ofmembership

Division of responsibilitiesNo one individual should have unfettered control Ideally chairman andchief executive should be different people if not there should be a strongindependent element on the board with a recognised senior member

Board committeesBoard committees supervise specificareas doesnt absolve main boardfrom overall responsibilities Keycommittees

Nomination (this chapter)

Audit (Chapter 8)

Remuneration (this chapter)

Risk management (Chapter 5)

Strategic development

Investment analysis

Risk management

Recommendations toboard committees

Control systemsenforcement

Responsibilities of CEO

Running board

Accurate board information

Shareholder communication(Chairmans Statement)

New director induction

Board appraisal

Board development

Signing off accounts

Responsibilities of chairman

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 24

3 Corporate governance practice and reportingPage 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Number of NEDsUSAUK ndash Independent NEDs at least half of boardothers ndash sufficient for views to carry weight

Independence of NEDs No businessfinancialother connection No share optionspensions Appointment for specified term Ability to take independent advice

Advantages of NEDs

External experience and knowledgeWider perspectiveComfort for investorsConfidantenablerBoard members but objective

Disadvantages of NEDs

IndependenceRestricted recruitmentDifficult to impose viewsCanrsquot prevent problemsLimited time

Non-executive directors (NEDs)NEDs have no executive (managerial) responsibilitiesThey should provide balance and help to reduceconflict between executive directors and shareholdersMajority of NEDs should be independent

Role Strategy Scrutiny

Risk management Board personnel

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Service contractsIf service contracts are too long premature terminationmay mean significant payments Service contractsshouldnt be gt12 months normally

Remuneration committeeCommittee of independent NEDs determining

Remuneration policy Specific remuneration packages

PrinciplesUKs Greenbury committee suggests

Directors remuneration set by independent boardmembers

Bonuses related to measurable performanceenhancedlong-term shareholder value

Full transparency in annual accounts

Remuneration statementConsider and disclose

Remuneration policy Arrangements for individual directorsConsider allowing members to vote onremuneration statement in accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 26

3 Corporate governance practice and reportingPage 27

Elements of remuneration packageBasic salary ndash in contract of employment

Performance-related bonuses ndash limited possiblyto maximum of pay shouldnt be given fortransactions or if excessive risks taken

Shares ndash granted on condition cant be sold

Share options ndash purchased at specified exerciseprice encouragement to improve companysperformance and hence share prices options(and shares) to be held for certain length of time

Benefits-in-kind ndash is cost excessive and howcomparable are they with what employees aregiven

Pensions ndash best practice to make only basicsalary pensionable

Need to attract and retain directors Interests of stakeholders Weighting and phasing of different parts of package Directormanager differentials Impact of directormanager resigning Performance measures

Factors affecting remuneration levels

Variety of financialnon-financial measures Focus on current not historic performance Avoid short-termism Reward individual effort

Performance measures

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 27

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Relationships with stakeholdersOECD stresses role of

Employees Creditors Suppliers Investors Government

Position of stakeholders should be

Protected by law Enhanced by participation (eg employees share

ownership profit-sharing arrangements seat onboard)

Relationships with shareholdersDirectors should be required to submit to regular re-election (every yearevery three years) Boards shouldconsider relationships with all shareholders particularlyinstitutional shareholders Annual general meetings nor-mal part of calendar other general meetings discussissues of immediateserious concern

Proxy votingMyners report recommends

Clear agreements between beneficial ownersand investment managers

Stock lending shouldnt happen Electronic voting Poll (including proxies) for all resolutions

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 28

3 Corporate governance practice and reportingPage 29

Annual general meetings

Notice gt 20 daysbefore

Businesspresentation

Question andanswer sessions

Shareholders vote onsubstantiallyseparate issues

Shareholders vote onreport and accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 29

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board composition directors NEDs evaluationof board performance

Committee reports Relations with auditors and shareholders Review of internal controls Going concern Sustainability reporting Business review

Major disclosuresReportingLondon Stock Exchange requires

Narrative statement of how principles in UKCorporate Governance Code have been applied

Statement of compliancedetails of reasons fornon-compliance

Voluntary disclosuresDisclosures above statutorybest practice minimumDisclosures should follow certain principles

Planned process Transparency in disclosures made Consultation with users All relevant information considered Disclosures subject to review

Wider information provision Different forms of information Greater assurance about management Reflect investor interests

Benefits

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 30

4 Internal control systems

Topic List

Control systems

Nature of risks

Control framework

Control limitations

Enterprise risk management

Assessment of systems

In this chapter we look at the key elements of soundcontrol systems The overall environment and ethos oforganisation is as important as the specific proceduresThe risks organisations face should have a significantimpact upon the control frameworks they adoptYou mayneed to assess the effectiveness of control systems andthe difficulties of implementing sound systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 31

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Internal management control

Cybernetic control system

Management planning organising and directing sothat organisational objectives are achievedTurnbull report listed key aims Facilitate effective and efficient operation Ensure quality of reporting Ensure compliance with laws and regulations

Process of control within system

Identification of system objectives Setting targets for system objectives Measuring system achievementsoutputs Comparing achievements with targets Identifying corrective action Implementing corrective action

Embedded in operations Form part of culture Capable of quick response

Characteristics of control systems

Ease of targetachievement

Qualitativequantitativemeasures

Shortlong-termmeasures

Consistency ofmeasures

Managementintervention

Automatic controlmechanisms

Reliance on socialrelationships

Features of control systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 32

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 33

Risk classificationRisks can be classified in various waysFundamental ndash affects society in generalParticular ndash individual in controlSpeculative ndash good or bad consequencesPure ndash only outcomes harmful

Risk and uncertaintyUncertainty means possible outcomes andor chancesof each occurring are unknown

Risk and corporate governanceCorporate governance reports aim to addressshareholder concerns that directors are notachieving adequate returns for risks incurred andprovide mechanisms for controlling directors whoare taking excessive risks Directors responsibilityfor monitoring and disclosing risk management isstressed

Predictability of cash flows Limitation of effects of bad events Increased shareholder confidence Weigh costs

Benefits of risk management

Risk and returnBusinesses have to take some risks to trade(entrepreneurship) Businesses may tolerate higherrisk levels provided they receive higher returns

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 33

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

CONTROL FRAMEWORK

Control activitiesControl environment

Orderly conduct of business Adherence to internal policies and laws Safeguarding assets Preventiondetection of fraud Accuracycompleteness of accounting records Quality of information and reporting

Purposes

Objectives

Natureextent ofrisks

Acceptable risks

Likelihood risksmaterialise

Ability to reducerisks

Costsbenefits ofcontrols

Changes in riskconditions

Control systems and risks

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 34

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 35

Costs gt benefits Human errorFraud Employee collusion

Managementbypass

Designed for routinetransactions

Depend on methodof data processing

LIMITATIONS OF CONTROLS

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 35

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Enterprise risk management (ERM)ERM is framework suggested by COSO for dealingwith risk It is a fundamental process operated atorganisation level that helps staff understand risksresponsibilities and authority levels ERM should

Apply in strategy setting Apply in all areas and over whole organisation Identify events affecting entity Manage risk according to risk appetite Provide reasonable assurance Support organisational objectives

Align risk appetite and strategy Link growth risk and return Choose best risk response Minimise surprises and losses Manage risks over whole organisation Allows organisation to seize opportunities

ERM benefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 36

4 Internal control systemsPage 37

Internal EnvironmentObjective Setting

Event IdentificationRisk AssessmentRisk Response

Control ActivitiesInformation amp Communication

Monitoring

STRATEGIC

OPERATIONS

REPORTING

COMPLIANCE

ENTITY LEVELDIVISION

BUSINESS UNITSUBSIDIARY

COSOs Enterprise Risk Management framework

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 37

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Objectives Risk links Compatibility Control mixHuman

resources

Framework Review Information

ASSESSMENT

Feedback Costsbenefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 38

5 Risk attitudes and internal environment

Topic List

Risk attributes

Stakeholders and risk

Internal environment

Risk management responsibilities

Objective setting

This chapter covers the underlying factors that helpdetermine how organisations respond to the risks theyface These factors include attitudes to risk theenvironment and culture and the organisational structureincluding responsibilities for dealing with risks

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 39

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Emotional satisfaction

Risk-averse or risk-seeking

Riskreturn

Size Structure Development Past experience Focus on avoiding

risk

Organisational influences

Shareholder requirements

Personal views

Risk attributes

National influences Government protection

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 40

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

5 Risk attitudes and internal environment Page 41

RISK

CONCERNS

Dividend impact Capital gain impact Dependent on their risk appetitediversification Threat to repayment Security imposed Threat of other debts Job threats Health and safety worries Ability to take action Losses on sales Unwilling credit suppliers Disruption of relationships Delivery failures Lack of value Poor quality Poor employment policies Adverse impact on the environment

Debt providers

Wider community

Suppliers

Shareholders

Employees

Customers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 41

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Internalcontrol environmentThe control environment is the attitude awareness andactions of management in relation to internal controls providing the background for the operation of other controls

Risk management philosophy Risk appetite Integrity Ethics Organisational environment

Risk environment

Managements philosophy and operating style Control culture Organisational structure Methods of imposing control Integrity ethical values and competence

Elements of internal environment

Clear risk management strategies Culturecode of conductHRMreward systems support

objectives and risk limitation Senior management commitment to competence

integrity and trust Clear authority and responsibility Communication procedures Staff have knowledge skills and tools

Strong internal environment

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 42

5 Risk attitudes and internal environment Page 43

Embedding risk awarenessRisk assessment should evolve into a consistent activityembedded across all processes focus on

Threats to shareholdersstakeholders (future growthopportunitiescore business)

Consistent action-orientated risk assessment

Internal communications programme Training Involvement in risk identification Incentives Key personnel persuasion Infrastructure support

Changing risk culture Definitions and objectives Regulatory requirements Links to strategic decision-making Key areas Risk classification Risk responsibilities Important controls Assurance reporting Training

Risk policy statement

Risk registerFormal collection of risk and response informationRegister lists and prioritises risks and specifiesresponsible individuals and action taken

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 43

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Board

Senior managers

Internal audit

External audit

Line managers

Staff

Determines risk management strategy and monitors overall risks setsand reviews internal control

Build on overall framework specifying risk management methods andco-ordinate responses may staff risk management group

Audit risk management processkey risk area controls

Audit risk areas that impact materially on financial statements

Identify and evaluate risks in their areas use performanceindicators for monitoring implement responses

Follow risk management procedures have good understandingreport dangers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 44

5 Risk attitudes and internal environment Page 45

Risk committeeCommittee of directors separate from auditcommittee responsible for monitoring andsupervising risk identification and management

Can be staffed by executive directors Allows audit committee to concentrate on

financial risks

Risk management personnelRisk specialist ndash consultant called in to advise on particularaspects of risk management

Risk manager ndash employee with specific responsibility fordealing appropriately with risks

Risk management function ndash employees in largerorganisations

Determine risk managementstrategypolicy

Review reports on risk Monitor overall exposure Monitor changes in circumstances Assess effectiveness of RM systems Review statement on internal control

Role of RM committee

Helping determine risk management strategies Champions of risk management Building risk awareness culture Establishing risk policy and structures Developing and reviewing risk management processes Co-ordinating functional responses Preparing report for boardshareholders

Role of RM function

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 45

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

MissionA general objective visionary often unwritten andvery open-ended without any time limit for achievement

Strategic ndash high level goals support mission Operational ndash effectiveness and efficiency Reporting ndash reliability Compliance ndash with applicable laws

COSO model

Profitability Market share Growth Cash flow Customer satisfaction Quality Added value

Corporate objectives

Objective setting and riskStrategic objectives and mission will influence riskmanagement

However businesses should also determine riskappetite (willingness to take risks) and riskstrategy

These in turn should influence business objectivesBusinesses should take a portfolio view of riskslooking at relevant risks over the whole organisation

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 46

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 22: 2015 bpp p1 passcards

2 Approaches to corporate governancePage 17

Audit committeesEvery listed company should have an auditcommittee consisting of independent directors withmember(s) with financial expertise Audit committeeshould be responsible for

Appointment compensation and oversight ofauditors

Discussing key accounting policies with auditors Setting up complaints mechanisms

Internal control reports (s404)Annual accounts must contain internal control reportsthat

State management responsibility for controlstructurefinancial reporting procedures

Assess effectiveness of control structurefinancialreporting procedures (with audit report)

State whether code of conduct for senior financialofficers has been adopted

Whistleblowing Off-balance sheet transactionsEmployeesauditors will be granted whistleblowingprotection if they disclose private employerinformation to parties involved in a fraud claim

There should be appropriate disclosure of material off-balance sheet transactions

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 17

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Carrolls modelFour levels of responsibilities

Economic ndash shareholdersemployeescustomers Legal ndash comply with laws Ethical ndash act in fair and just way Philanthropic ndash generosity to employees

community

Collaboration time-consuming and expensive Culture clashes with certain stakeholders Collaboration on some issues conflict on

others Lack of consensus between different

stakeholders

Problems with stakeholder view

CSR and stakeholdersBusinesses benefit from goodwill and other aspectsof society and therefore owe those particularlyaffected by their activities certain duties in return

Significance of responsibilityLarge businesses in particular face expectations thatthey will act in a socially responsible fashion

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 18

2 Approaches to corporate governancePage 19

Ownership responsibilitiesBy buying shares shareholders buy a responsibility toensure that company is managed efficiently and in waysconsistent with public welfare Responsibilities of institu-tional shareholders have been stressed institutionalshareholders large shareholdings meaning theyshould be actively involved and pressure managers

Shareholders with small holdings arenrsquotinfluential

Shareholders can easily dispose of shares andthis loosens feelings of obligation

Ownership view problems

Objectives

Mission statements

Ethical codes

Governance codes

Stakeholder board representation

Corporate social reporting

Impact of CSR

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 19

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Public sector Private sector Charitable status NGOsquasi NGOs

Purposes and objectives Public service Profit Relief of povertyresearch etc

As defined by owners

Performance Central regulation Financial reportingstandards

SORP Set outcomes

Ownership Government Partnersshareholders

Donors Government

Stakeholders (including lobby groups)

The public centralgovernmentservice users

Shareholdersregulators taxationauthorities

Service users Governmentlobbying groups

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 20

3 Corporate governance practiceand reporting

Topic List

Role of board

Board membership

Non-executive directors

Directors remuneration

Stakeholder relationships

Reporting

Corporate governance practice is a key area in thissyllabus and you can expect to be asked whether anorganisation is following good practice The role andactivities of the board will be significant elements inmany questions How corporate governance practiceserves the interests of stakeholders will also beimportant

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 21

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Scope of boards roleThe board should have a formal schedule of mattersreserved to it for decisions Board is also responsiblefor overseeing strategy monitoring risk controlsystems and management and ensuring effectivecommunication

Maximise talent pool Broader range of knowledge Access stakeholder constituencies Greater independence Corporate citizen

Advantages of diversity

Legal responsibilities Avoidance of conflict of interest Time limits on appointments Limits on service contracts Retirement by rotation Insider dealing

Legal and regulatory frameworks

Nomination of directorsNomination committee should oversee appointmentsand make recommendations to the board Needs toconsider

Executivesnon-executives Gaps in current boards skills Expanding board diversity (age gender race

ethnicity education background) Continuity and succession planning

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 22

3 Corporate governance practice and reportingPage 23

CPD and appraisalsAll board members should have training coveringstrategy management legal responsibilities andcompany related issues

There should be annual appraisals of the performanceof the whole board and of individual directors

Performance against objectives Contribution to strategyenvironment Response to problems Considering right matters Communication Effectiveness of board committees Quality of feedback Adequacy of decision-making

Board appraisal

Advantages of multi-tier boards

Supervisorssupervised separationDeters management fraudBetter links with stakeholdersBetter use of non-executive time

Disadvantages of multi-tier boards

Lack of accountabilityDont receive information from managersSupervisory board decision-making restrictedLess effective at questioning managers

Companies in some countries are run by two or moreboards often with supervisorymanagement role split

Multi-tier boards

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 23

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board membershipCompanies need to consider optimumsize balance of executive and non-executive directors and diversity ofmembership

Division of responsibilitiesNo one individual should have unfettered control Ideally chairman andchief executive should be different people if not there should be a strongindependent element on the board with a recognised senior member

Board committeesBoard committees supervise specificareas doesnt absolve main boardfrom overall responsibilities Keycommittees

Nomination (this chapter)

Audit (Chapter 8)

Remuneration (this chapter)

Risk management (Chapter 5)

Strategic development

Investment analysis

Risk management

Recommendations toboard committees

Control systemsenforcement

Responsibilities of CEO

Running board

Accurate board information

Shareholder communication(Chairmans Statement)

New director induction

Board appraisal

Board development

Signing off accounts

Responsibilities of chairman

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 24

3 Corporate governance practice and reportingPage 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Number of NEDsUSAUK ndash Independent NEDs at least half of boardothers ndash sufficient for views to carry weight

Independence of NEDs No businessfinancialother connection No share optionspensions Appointment for specified term Ability to take independent advice

Advantages of NEDs

External experience and knowledgeWider perspectiveComfort for investorsConfidantenablerBoard members but objective

Disadvantages of NEDs

IndependenceRestricted recruitmentDifficult to impose viewsCanrsquot prevent problemsLimited time

Non-executive directors (NEDs)NEDs have no executive (managerial) responsibilitiesThey should provide balance and help to reduceconflict between executive directors and shareholdersMajority of NEDs should be independent

Role Strategy Scrutiny

Risk management Board personnel

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Service contractsIf service contracts are too long premature terminationmay mean significant payments Service contractsshouldnt be gt12 months normally

Remuneration committeeCommittee of independent NEDs determining

Remuneration policy Specific remuneration packages

PrinciplesUKs Greenbury committee suggests

Directors remuneration set by independent boardmembers

Bonuses related to measurable performanceenhancedlong-term shareholder value

Full transparency in annual accounts

Remuneration statementConsider and disclose

Remuneration policy Arrangements for individual directorsConsider allowing members to vote onremuneration statement in accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 26

3 Corporate governance practice and reportingPage 27

Elements of remuneration packageBasic salary ndash in contract of employment

Performance-related bonuses ndash limited possiblyto maximum of pay shouldnt be given fortransactions or if excessive risks taken

Shares ndash granted on condition cant be sold

Share options ndash purchased at specified exerciseprice encouragement to improve companysperformance and hence share prices options(and shares) to be held for certain length of time

Benefits-in-kind ndash is cost excessive and howcomparable are they with what employees aregiven

Pensions ndash best practice to make only basicsalary pensionable

Need to attract and retain directors Interests of stakeholders Weighting and phasing of different parts of package Directormanager differentials Impact of directormanager resigning Performance measures

Factors affecting remuneration levels

Variety of financialnon-financial measures Focus on current not historic performance Avoid short-termism Reward individual effort

Performance measures

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 27

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Relationships with stakeholdersOECD stresses role of

Employees Creditors Suppliers Investors Government

Position of stakeholders should be

Protected by law Enhanced by participation (eg employees share

ownership profit-sharing arrangements seat onboard)

Relationships with shareholdersDirectors should be required to submit to regular re-election (every yearevery three years) Boards shouldconsider relationships with all shareholders particularlyinstitutional shareholders Annual general meetings nor-mal part of calendar other general meetings discussissues of immediateserious concern

Proxy votingMyners report recommends

Clear agreements between beneficial ownersand investment managers

Stock lending shouldnt happen Electronic voting Poll (including proxies) for all resolutions

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 28

3 Corporate governance practice and reportingPage 29

Annual general meetings

Notice gt 20 daysbefore

Businesspresentation

Question andanswer sessions

Shareholders vote onsubstantiallyseparate issues

Shareholders vote onreport and accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 29

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board composition directors NEDs evaluationof board performance

Committee reports Relations with auditors and shareholders Review of internal controls Going concern Sustainability reporting Business review

Major disclosuresReportingLondon Stock Exchange requires

Narrative statement of how principles in UKCorporate Governance Code have been applied

Statement of compliancedetails of reasons fornon-compliance

Voluntary disclosuresDisclosures above statutorybest practice minimumDisclosures should follow certain principles

Planned process Transparency in disclosures made Consultation with users All relevant information considered Disclosures subject to review

Wider information provision Different forms of information Greater assurance about management Reflect investor interests

Benefits

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 30

4 Internal control systems

Topic List

Control systems

Nature of risks

Control framework

Control limitations

Enterprise risk management

Assessment of systems

In this chapter we look at the key elements of soundcontrol systems The overall environment and ethos oforganisation is as important as the specific proceduresThe risks organisations face should have a significantimpact upon the control frameworks they adoptYou mayneed to assess the effectiveness of control systems andthe difficulties of implementing sound systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 31

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Internal management control

Cybernetic control system

Management planning organising and directing sothat organisational objectives are achievedTurnbull report listed key aims Facilitate effective and efficient operation Ensure quality of reporting Ensure compliance with laws and regulations

Process of control within system

Identification of system objectives Setting targets for system objectives Measuring system achievementsoutputs Comparing achievements with targets Identifying corrective action Implementing corrective action

Embedded in operations Form part of culture Capable of quick response

Characteristics of control systems

Ease of targetachievement

Qualitativequantitativemeasures

Shortlong-termmeasures

Consistency ofmeasures

Managementintervention

Automatic controlmechanisms

Reliance on socialrelationships

Features of control systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 32

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 33

Risk classificationRisks can be classified in various waysFundamental ndash affects society in generalParticular ndash individual in controlSpeculative ndash good or bad consequencesPure ndash only outcomes harmful

Risk and uncertaintyUncertainty means possible outcomes andor chancesof each occurring are unknown

Risk and corporate governanceCorporate governance reports aim to addressshareholder concerns that directors are notachieving adequate returns for risks incurred andprovide mechanisms for controlling directors whoare taking excessive risks Directors responsibilityfor monitoring and disclosing risk management isstressed

Predictability of cash flows Limitation of effects of bad events Increased shareholder confidence Weigh costs

Benefits of risk management

Risk and returnBusinesses have to take some risks to trade(entrepreneurship) Businesses may tolerate higherrisk levels provided they receive higher returns

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 33

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

CONTROL FRAMEWORK

Control activitiesControl environment

Orderly conduct of business Adherence to internal policies and laws Safeguarding assets Preventiondetection of fraud Accuracycompleteness of accounting records Quality of information and reporting

Purposes

Objectives

Natureextent ofrisks

Acceptable risks

Likelihood risksmaterialise

Ability to reducerisks

Costsbenefits ofcontrols

Changes in riskconditions

Control systems and risks

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 34

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 35

Costs gt benefits Human errorFraud Employee collusion

Managementbypass

Designed for routinetransactions

Depend on methodof data processing

LIMITATIONS OF CONTROLS

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 35

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Enterprise risk management (ERM)ERM is framework suggested by COSO for dealingwith risk It is a fundamental process operated atorganisation level that helps staff understand risksresponsibilities and authority levels ERM should

Apply in strategy setting Apply in all areas and over whole organisation Identify events affecting entity Manage risk according to risk appetite Provide reasonable assurance Support organisational objectives

Align risk appetite and strategy Link growth risk and return Choose best risk response Minimise surprises and losses Manage risks over whole organisation Allows organisation to seize opportunities

ERM benefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 36

4 Internal control systemsPage 37

Internal EnvironmentObjective Setting

Event IdentificationRisk AssessmentRisk Response

Control ActivitiesInformation amp Communication

Monitoring

STRATEGIC

OPERATIONS

REPORTING

COMPLIANCE

ENTITY LEVELDIVISION

BUSINESS UNITSUBSIDIARY

COSOs Enterprise Risk Management framework

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 37

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Objectives Risk links Compatibility Control mixHuman

resources

Framework Review Information

ASSESSMENT

Feedback Costsbenefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 38

5 Risk attitudes and internal environment

Topic List

Risk attributes

Stakeholders and risk

Internal environment

Risk management responsibilities

Objective setting

This chapter covers the underlying factors that helpdetermine how organisations respond to the risks theyface These factors include attitudes to risk theenvironment and culture and the organisational structureincluding responsibilities for dealing with risks

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 39

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Emotional satisfaction

Risk-averse or risk-seeking

Riskreturn

Size Structure Development Past experience Focus on avoiding

risk

Organisational influences

Shareholder requirements

Personal views

Risk attributes

National influences Government protection

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 40

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

5 Risk attitudes and internal environment Page 41

RISK

CONCERNS

Dividend impact Capital gain impact Dependent on their risk appetitediversification Threat to repayment Security imposed Threat of other debts Job threats Health and safety worries Ability to take action Losses on sales Unwilling credit suppliers Disruption of relationships Delivery failures Lack of value Poor quality Poor employment policies Adverse impact on the environment

Debt providers

Wider community

Suppliers

Shareholders

Employees

Customers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 41

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Internalcontrol environmentThe control environment is the attitude awareness andactions of management in relation to internal controls providing the background for the operation of other controls

Risk management philosophy Risk appetite Integrity Ethics Organisational environment

Risk environment

Managements philosophy and operating style Control culture Organisational structure Methods of imposing control Integrity ethical values and competence

Elements of internal environment

Clear risk management strategies Culturecode of conductHRMreward systems support

objectives and risk limitation Senior management commitment to competence

integrity and trust Clear authority and responsibility Communication procedures Staff have knowledge skills and tools

Strong internal environment

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 42

5 Risk attitudes and internal environment Page 43

Embedding risk awarenessRisk assessment should evolve into a consistent activityembedded across all processes focus on

Threats to shareholdersstakeholders (future growthopportunitiescore business)

Consistent action-orientated risk assessment

Internal communications programme Training Involvement in risk identification Incentives Key personnel persuasion Infrastructure support

Changing risk culture Definitions and objectives Regulatory requirements Links to strategic decision-making Key areas Risk classification Risk responsibilities Important controls Assurance reporting Training

Risk policy statement

Risk registerFormal collection of risk and response informationRegister lists and prioritises risks and specifiesresponsible individuals and action taken

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 43

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Board

Senior managers

Internal audit

External audit

Line managers

Staff

Determines risk management strategy and monitors overall risks setsand reviews internal control

Build on overall framework specifying risk management methods andco-ordinate responses may staff risk management group

Audit risk management processkey risk area controls

Audit risk areas that impact materially on financial statements

Identify and evaluate risks in their areas use performanceindicators for monitoring implement responses

Follow risk management procedures have good understandingreport dangers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 44

5 Risk attitudes and internal environment Page 45

Risk committeeCommittee of directors separate from auditcommittee responsible for monitoring andsupervising risk identification and management

Can be staffed by executive directors Allows audit committee to concentrate on

financial risks

Risk management personnelRisk specialist ndash consultant called in to advise on particularaspects of risk management

Risk manager ndash employee with specific responsibility fordealing appropriately with risks

Risk management function ndash employees in largerorganisations

Determine risk managementstrategypolicy

Review reports on risk Monitor overall exposure Monitor changes in circumstances Assess effectiveness of RM systems Review statement on internal control

Role of RM committee

Helping determine risk management strategies Champions of risk management Building risk awareness culture Establishing risk policy and structures Developing and reviewing risk management processes Co-ordinating functional responses Preparing report for boardshareholders

Role of RM function

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 45

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

MissionA general objective visionary often unwritten andvery open-ended without any time limit for achievement

Strategic ndash high level goals support mission Operational ndash effectiveness and efficiency Reporting ndash reliability Compliance ndash with applicable laws

COSO model

Profitability Market share Growth Cash flow Customer satisfaction Quality Added value

Corporate objectives

Objective setting and riskStrategic objectives and mission will influence riskmanagement

However businesses should also determine riskappetite (willingness to take risks) and riskstrategy

These in turn should influence business objectivesBusinesses should take a portfolio view of riskslooking at relevant risks over the whole organisation

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 46

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 23: 2015 bpp p1 passcards

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Carrolls modelFour levels of responsibilities

Economic ndash shareholdersemployeescustomers Legal ndash comply with laws Ethical ndash act in fair and just way Philanthropic ndash generosity to employees

community

Collaboration time-consuming and expensive Culture clashes with certain stakeholders Collaboration on some issues conflict on

others Lack of consensus between different

stakeholders

Problems with stakeholder view

CSR and stakeholdersBusinesses benefit from goodwill and other aspectsof society and therefore owe those particularlyaffected by their activities certain duties in return

Significance of responsibilityLarge businesses in particular face expectations thatthey will act in a socially responsible fashion

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 18

2 Approaches to corporate governancePage 19

Ownership responsibilitiesBy buying shares shareholders buy a responsibility toensure that company is managed efficiently and in waysconsistent with public welfare Responsibilities of institu-tional shareholders have been stressed institutionalshareholders large shareholdings meaning theyshould be actively involved and pressure managers

Shareholders with small holdings arenrsquotinfluential

Shareholders can easily dispose of shares andthis loosens feelings of obligation

Ownership view problems

Objectives

Mission statements

Ethical codes

Governance codes

Stakeholder board representation

Corporate social reporting

Impact of CSR

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 19

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Public sector Private sector Charitable status NGOsquasi NGOs

Purposes and objectives Public service Profit Relief of povertyresearch etc

As defined by owners

Performance Central regulation Financial reportingstandards

SORP Set outcomes

Ownership Government Partnersshareholders

Donors Government

Stakeholders (including lobby groups)

The public centralgovernmentservice users

Shareholdersregulators taxationauthorities

Service users Governmentlobbying groups

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 20

3 Corporate governance practiceand reporting

Topic List

Role of board

Board membership

Non-executive directors

Directors remuneration

Stakeholder relationships

Reporting

Corporate governance practice is a key area in thissyllabus and you can expect to be asked whether anorganisation is following good practice The role andactivities of the board will be significant elements inmany questions How corporate governance practiceserves the interests of stakeholders will also beimportant

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 21

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Scope of boards roleThe board should have a formal schedule of mattersreserved to it for decisions Board is also responsiblefor overseeing strategy monitoring risk controlsystems and management and ensuring effectivecommunication

Maximise talent pool Broader range of knowledge Access stakeholder constituencies Greater independence Corporate citizen

Advantages of diversity

Legal responsibilities Avoidance of conflict of interest Time limits on appointments Limits on service contracts Retirement by rotation Insider dealing

Legal and regulatory frameworks

Nomination of directorsNomination committee should oversee appointmentsand make recommendations to the board Needs toconsider

Executivesnon-executives Gaps in current boards skills Expanding board diversity (age gender race

ethnicity education background) Continuity and succession planning

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 22

3 Corporate governance practice and reportingPage 23

CPD and appraisalsAll board members should have training coveringstrategy management legal responsibilities andcompany related issues

There should be annual appraisals of the performanceof the whole board and of individual directors

Performance against objectives Contribution to strategyenvironment Response to problems Considering right matters Communication Effectiveness of board committees Quality of feedback Adequacy of decision-making

Board appraisal

Advantages of multi-tier boards

Supervisorssupervised separationDeters management fraudBetter links with stakeholdersBetter use of non-executive time

Disadvantages of multi-tier boards

Lack of accountabilityDont receive information from managersSupervisory board decision-making restrictedLess effective at questioning managers

Companies in some countries are run by two or moreboards often with supervisorymanagement role split

Multi-tier boards

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 23

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board membershipCompanies need to consider optimumsize balance of executive and non-executive directors and diversity ofmembership

Division of responsibilitiesNo one individual should have unfettered control Ideally chairman andchief executive should be different people if not there should be a strongindependent element on the board with a recognised senior member

Board committeesBoard committees supervise specificareas doesnt absolve main boardfrom overall responsibilities Keycommittees

Nomination (this chapter)

Audit (Chapter 8)

Remuneration (this chapter)

Risk management (Chapter 5)

Strategic development

Investment analysis

Risk management

Recommendations toboard committees

Control systemsenforcement

Responsibilities of CEO

Running board

Accurate board information

Shareholder communication(Chairmans Statement)

New director induction

Board appraisal

Board development

Signing off accounts

Responsibilities of chairman

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 24

3 Corporate governance practice and reportingPage 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Number of NEDsUSAUK ndash Independent NEDs at least half of boardothers ndash sufficient for views to carry weight

Independence of NEDs No businessfinancialother connection No share optionspensions Appointment for specified term Ability to take independent advice

Advantages of NEDs

External experience and knowledgeWider perspectiveComfort for investorsConfidantenablerBoard members but objective

Disadvantages of NEDs

IndependenceRestricted recruitmentDifficult to impose viewsCanrsquot prevent problemsLimited time

Non-executive directors (NEDs)NEDs have no executive (managerial) responsibilitiesThey should provide balance and help to reduceconflict between executive directors and shareholdersMajority of NEDs should be independent

Role Strategy Scrutiny

Risk management Board personnel

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Service contractsIf service contracts are too long premature terminationmay mean significant payments Service contractsshouldnt be gt12 months normally

Remuneration committeeCommittee of independent NEDs determining

Remuneration policy Specific remuneration packages

PrinciplesUKs Greenbury committee suggests

Directors remuneration set by independent boardmembers

Bonuses related to measurable performanceenhancedlong-term shareholder value

Full transparency in annual accounts

Remuneration statementConsider and disclose

Remuneration policy Arrangements for individual directorsConsider allowing members to vote onremuneration statement in accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 26

3 Corporate governance practice and reportingPage 27

Elements of remuneration packageBasic salary ndash in contract of employment

Performance-related bonuses ndash limited possiblyto maximum of pay shouldnt be given fortransactions or if excessive risks taken

Shares ndash granted on condition cant be sold

Share options ndash purchased at specified exerciseprice encouragement to improve companysperformance and hence share prices options(and shares) to be held for certain length of time

Benefits-in-kind ndash is cost excessive and howcomparable are they with what employees aregiven

Pensions ndash best practice to make only basicsalary pensionable

Need to attract and retain directors Interests of stakeholders Weighting and phasing of different parts of package Directormanager differentials Impact of directormanager resigning Performance measures

Factors affecting remuneration levels

Variety of financialnon-financial measures Focus on current not historic performance Avoid short-termism Reward individual effort

Performance measures

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 27

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Relationships with stakeholdersOECD stresses role of

Employees Creditors Suppliers Investors Government

Position of stakeholders should be

Protected by law Enhanced by participation (eg employees share

ownership profit-sharing arrangements seat onboard)

Relationships with shareholdersDirectors should be required to submit to regular re-election (every yearevery three years) Boards shouldconsider relationships with all shareholders particularlyinstitutional shareholders Annual general meetings nor-mal part of calendar other general meetings discussissues of immediateserious concern

Proxy votingMyners report recommends

Clear agreements between beneficial ownersand investment managers

Stock lending shouldnt happen Electronic voting Poll (including proxies) for all resolutions

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 28

3 Corporate governance practice and reportingPage 29

Annual general meetings

Notice gt 20 daysbefore

Businesspresentation

Question andanswer sessions

Shareholders vote onsubstantiallyseparate issues

Shareholders vote onreport and accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 29

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board composition directors NEDs evaluationof board performance

Committee reports Relations with auditors and shareholders Review of internal controls Going concern Sustainability reporting Business review

Major disclosuresReportingLondon Stock Exchange requires

Narrative statement of how principles in UKCorporate Governance Code have been applied

Statement of compliancedetails of reasons fornon-compliance

Voluntary disclosuresDisclosures above statutorybest practice minimumDisclosures should follow certain principles

Planned process Transparency in disclosures made Consultation with users All relevant information considered Disclosures subject to review

Wider information provision Different forms of information Greater assurance about management Reflect investor interests

Benefits

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 30

4 Internal control systems

Topic List

Control systems

Nature of risks

Control framework

Control limitations

Enterprise risk management

Assessment of systems

In this chapter we look at the key elements of soundcontrol systems The overall environment and ethos oforganisation is as important as the specific proceduresThe risks organisations face should have a significantimpact upon the control frameworks they adoptYou mayneed to assess the effectiveness of control systems andthe difficulties of implementing sound systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 31

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Internal management control

Cybernetic control system

Management planning organising and directing sothat organisational objectives are achievedTurnbull report listed key aims Facilitate effective and efficient operation Ensure quality of reporting Ensure compliance with laws and regulations

Process of control within system

Identification of system objectives Setting targets for system objectives Measuring system achievementsoutputs Comparing achievements with targets Identifying corrective action Implementing corrective action

Embedded in operations Form part of culture Capable of quick response

Characteristics of control systems

Ease of targetachievement

Qualitativequantitativemeasures

Shortlong-termmeasures

Consistency ofmeasures

Managementintervention

Automatic controlmechanisms

Reliance on socialrelationships

Features of control systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 32

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 33

Risk classificationRisks can be classified in various waysFundamental ndash affects society in generalParticular ndash individual in controlSpeculative ndash good or bad consequencesPure ndash only outcomes harmful

Risk and uncertaintyUncertainty means possible outcomes andor chancesof each occurring are unknown

Risk and corporate governanceCorporate governance reports aim to addressshareholder concerns that directors are notachieving adequate returns for risks incurred andprovide mechanisms for controlling directors whoare taking excessive risks Directors responsibilityfor monitoring and disclosing risk management isstressed

Predictability of cash flows Limitation of effects of bad events Increased shareholder confidence Weigh costs

Benefits of risk management

Risk and returnBusinesses have to take some risks to trade(entrepreneurship) Businesses may tolerate higherrisk levels provided they receive higher returns

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 33

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

CONTROL FRAMEWORK

Control activitiesControl environment

Orderly conduct of business Adherence to internal policies and laws Safeguarding assets Preventiondetection of fraud Accuracycompleteness of accounting records Quality of information and reporting

Purposes

Objectives

Natureextent ofrisks

Acceptable risks

Likelihood risksmaterialise

Ability to reducerisks

Costsbenefits ofcontrols

Changes in riskconditions

Control systems and risks

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 34

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 35

Costs gt benefits Human errorFraud Employee collusion

Managementbypass

Designed for routinetransactions

Depend on methodof data processing

LIMITATIONS OF CONTROLS

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 35

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Enterprise risk management (ERM)ERM is framework suggested by COSO for dealingwith risk It is a fundamental process operated atorganisation level that helps staff understand risksresponsibilities and authority levels ERM should

Apply in strategy setting Apply in all areas and over whole organisation Identify events affecting entity Manage risk according to risk appetite Provide reasonable assurance Support organisational objectives

Align risk appetite and strategy Link growth risk and return Choose best risk response Minimise surprises and losses Manage risks over whole organisation Allows organisation to seize opportunities

ERM benefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 36

4 Internal control systemsPage 37

Internal EnvironmentObjective Setting

Event IdentificationRisk AssessmentRisk Response

Control ActivitiesInformation amp Communication

Monitoring

STRATEGIC

OPERATIONS

REPORTING

COMPLIANCE

ENTITY LEVELDIVISION

BUSINESS UNITSUBSIDIARY

COSOs Enterprise Risk Management framework

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 37

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Objectives Risk links Compatibility Control mixHuman

resources

Framework Review Information

ASSESSMENT

Feedback Costsbenefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 38

5 Risk attitudes and internal environment

Topic List

Risk attributes

Stakeholders and risk

Internal environment

Risk management responsibilities

Objective setting

This chapter covers the underlying factors that helpdetermine how organisations respond to the risks theyface These factors include attitudes to risk theenvironment and culture and the organisational structureincluding responsibilities for dealing with risks

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 39

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Emotional satisfaction

Risk-averse or risk-seeking

Riskreturn

Size Structure Development Past experience Focus on avoiding

risk

Organisational influences

Shareholder requirements

Personal views

Risk attributes

National influences Government protection

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 40

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

5 Risk attitudes and internal environment Page 41

RISK

CONCERNS

Dividend impact Capital gain impact Dependent on their risk appetitediversification Threat to repayment Security imposed Threat of other debts Job threats Health and safety worries Ability to take action Losses on sales Unwilling credit suppliers Disruption of relationships Delivery failures Lack of value Poor quality Poor employment policies Adverse impact on the environment

Debt providers

Wider community

Suppliers

Shareholders

Employees

Customers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 41

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Internalcontrol environmentThe control environment is the attitude awareness andactions of management in relation to internal controls providing the background for the operation of other controls

Risk management philosophy Risk appetite Integrity Ethics Organisational environment

Risk environment

Managements philosophy and operating style Control culture Organisational structure Methods of imposing control Integrity ethical values and competence

Elements of internal environment

Clear risk management strategies Culturecode of conductHRMreward systems support

objectives and risk limitation Senior management commitment to competence

integrity and trust Clear authority and responsibility Communication procedures Staff have knowledge skills and tools

Strong internal environment

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 42

5 Risk attitudes and internal environment Page 43

Embedding risk awarenessRisk assessment should evolve into a consistent activityembedded across all processes focus on

Threats to shareholdersstakeholders (future growthopportunitiescore business)

Consistent action-orientated risk assessment

Internal communications programme Training Involvement in risk identification Incentives Key personnel persuasion Infrastructure support

Changing risk culture Definitions and objectives Regulatory requirements Links to strategic decision-making Key areas Risk classification Risk responsibilities Important controls Assurance reporting Training

Risk policy statement

Risk registerFormal collection of risk and response informationRegister lists and prioritises risks and specifiesresponsible individuals and action taken

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 43

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Board

Senior managers

Internal audit

External audit

Line managers

Staff

Determines risk management strategy and monitors overall risks setsand reviews internal control

Build on overall framework specifying risk management methods andco-ordinate responses may staff risk management group

Audit risk management processkey risk area controls

Audit risk areas that impact materially on financial statements

Identify and evaluate risks in their areas use performanceindicators for monitoring implement responses

Follow risk management procedures have good understandingreport dangers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 44

5 Risk attitudes and internal environment Page 45

Risk committeeCommittee of directors separate from auditcommittee responsible for monitoring andsupervising risk identification and management

Can be staffed by executive directors Allows audit committee to concentrate on

financial risks

Risk management personnelRisk specialist ndash consultant called in to advise on particularaspects of risk management

Risk manager ndash employee with specific responsibility fordealing appropriately with risks

Risk management function ndash employees in largerorganisations

Determine risk managementstrategypolicy

Review reports on risk Monitor overall exposure Monitor changes in circumstances Assess effectiveness of RM systems Review statement on internal control

Role of RM committee

Helping determine risk management strategies Champions of risk management Building risk awareness culture Establishing risk policy and structures Developing and reviewing risk management processes Co-ordinating functional responses Preparing report for boardshareholders

Role of RM function

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 45

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

MissionA general objective visionary often unwritten andvery open-ended without any time limit for achievement

Strategic ndash high level goals support mission Operational ndash effectiveness and efficiency Reporting ndash reliability Compliance ndash with applicable laws

COSO model

Profitability Market share Growth Cash flow Customer satisfaction Quality Added value

Corporate objectives

Objective setting and riskStrategic objectives and mission will influence riskmanagement

However businesses should also determine riskappetite (willingness to take risks) and riskstrategy

These in turn should influence business objectivesBusinesses should take a portfolio view of riskslooking at relevant risks over the whole organisation

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 46

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 24: 2015 bpp p1 passcards

2 Approaches to corporate governancePage 19

Ownership responsibilitiesBy buying shares shareholders buy a responsibility toensure that company is managed efficiently and in waysconsistent with public welfare Responsibilities of institu-tional shareholders have been stressed institutionalshareholders large shareholdings meaning theyshould be actively involved and pressure managers

Shareholders with small holdings arenrsquotinfluential

Shareholders can easily dispose of shares andthis loosens feelings of obligation

Ownership view problems

Objectives

Mission statements

Ethical codes

Governance codes

Stakeholder board representation

Corporate social reporting

Impact of CSR

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 19

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Public sector Private sector Charitable status NGOsquasi NGOs

Purposes and objectives Public service Profit Relief of povertyresearch etc

As defined by owners

Performance Central regulation Financial reportingstandards

SORP Set outcomes

Ownership Government Partnersshareholders

Donors Government

Stakeholders (including lobby groups)

The public centralgovernmentservice users

Shareholdersregulators taxationauthorities

Service users Governmentlobbying groups

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 20

3 Corporate governance practiceand reporting

Topic List

Role of board

Board membership

Non-executive directors

Directors remuneration

Stakeholder relationships

Reporting

Corporate governance practice is a key area in thissyllabus and you can expect to be asked whether anorganisation is following good practice The role andactivities of the board will be significant elements inmany questions How corporate governance practiceserves the interests of stakeholders will also beimportant

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 21

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Scope of boards roleThe board should have a formal schedule of mattersreserved to it for decisions Board is also responsiblefor overseeing strategy monitoring risk controlsystems and management and ensuring effectivecommunication

Maximise talent pool Broader range of knowledge Access stakeholder constituencies Greater independence Corporate citizen

Advantages of diversity

Legal responsibilities Avoidance of conflict of interest Time limits on appointments Limits on service contracts Retirement by rotation Insider dealing

Legal and regulatory frameworks

Nomination of directorsNomination committee should oversee appointmentsand make recommendations to the board Needs toconsider

Executivesnon-executives Gaps in current boards skills Expanding board diversity (age gender race

ethnicity education background) Continuity and succession planning

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 22

3 Corporate governance practice and reportingPage 23

CPD and appraisalsAll board members should have training coveringstrategy management legal responsibilities andcompany related issues

There should be annual appraisals of the performanceof the whole board and of individual directors

Performance against objectives Contribution to strategyenvironment Response to problems Considering right matters Communication Effectiveness of board committees Quality of feedback Adequacy of decision-making

Board appraisal

Advantages of multi-tier boards

Supervisorssupervised separationDeters management fraudBetter links with stakeholdersBetter use of non-executive time

Disadvantages of multi-tier boards

Lack of accountabilityDont receive information from managersSupervisory board decision-making restrictedLess effective at questioning managers

Companies in some countries are run by two or moreboards often with supervisorymanagement role split

Multi-tier boards

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 23

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board membershipCompanies need to consider optimumsize balance of executive and non-executive directors and diversity ofmembership

Division of responsibilitiesNo one individual should have unfettered control Ideally chairman andchief executive should be different people if not there should be a strongindependent element on the board with a recognised senior member

Board committeesBoard committees supervise specificareas doesnt absolve main boardfrom overall responsibilities Keycommittees

Nomination (this chapter)

Audit (Chapter 8)

Remuneration (this chapter)

Risk management (Chapter 5)

Strategic development

Investment analysis

Risk management

Recommendations toboard committees

Control systemsenforcement

Responsibilities of CEO

Running board

Accurate board information

Shareholder communication(Chairmans Statement)

New director induction

Board appraisal

Board development

Signing off accounts

Responsibilities of chairman

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 24

3 Corporate governance practice and reportingPage 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Number of NEDsUSAUK ndash Independent NEDs at least half of boardothers ndash sufficient for views to carry weight

Independence of NEDs No businessfinancialother connection No share optionspensions Appointment for specified term Ability to take independent advice

Advantages of NEDs

External experience and knowledgeWider perspectiveComfort for investorsConfidantenablerBoard members but objective

Disadvantages of NEDs

IndependenceRestricted recruitmentDifficult to impose viewsCanrsquot prevent problemsLimited time

Non-executive directors (NEDs)NEDs have no executive (managerial) responsibilitiesThey should provide balance and help to reduceconflict between executive directors and shareholdersMajority of NEDs should be independent

Role Strategy Scrutiny

Risk management Board personnel

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Service contractsIf service contracts are too long premature terminationmay mean significant payments Service contractsshouldnt be gt12 months normally

Remuneration committeeCommittee of independent NEDs determining

Remuneration policy Specific remuneration packages

PrinciplesUKs Greenbury committee suggests

Directors remuneration set by independent boardmembers

Bonuses related to measurable performanceenhancedlong-term shareholder value

Full transparency in annual accounts

Remuneration statementConsider and disclose

Remuneration policy Arrangements for individual directorsConsider allowing members to vote onremuneration statement in accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 26

3 Corporate governance practice and reportingPage 27

Elements of remuneration packageBasic salary ndash in contract of employment

Performance-related bonuses ndash limited possiblyto maximum of pay shouldnt be given fortransactions or if excessive risks taken

Shares ndash granted on condition cant be sold

Share options ndash purchased at specified exerciseprice encouragement to improve companysperformance and hence share prices options(and shares) to be held for certain length of time

Benefits-in-kind ndash is cost excessive and howcomparable are they with what employees aregiven

Pensions ndash best practice to make only basicsalary pensionable

Need to attract and retain directors Interests of stakeholders Weighting and phasing of different parts of package Directormanager differentials Impact of directormanager resigning Performance measures

Factors affecting remuneration levels

Variety of financialnon-financial measures Focus on current not historic performance Avoid short-termism Reward individual effort

Performance measures

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 27

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Relationships with stakeholdersOECD stresses role of

Employees Creditors Suppliers Investors Government

Position of stakeholders should be

Protected by law Enhanced by participation (eg employees share

ownership profit-sharing arrangements seat onboard)

Relationships with shareholdersDirectors should be required to submit to regular re-election (every yearevery three years) Boards shouldconsider relationships with all shareholders particularlyinstitutional shareholders Annual general meetings nor-mal part of calendar other general meetings discussissues of immediateserious concern

Proxy votingMyners report recommends

Clear agreements between beneficial ownersand investment managers

Stock lending shouldnt happen Electronic voting Poll (including proxies) for all resolutions

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 28

3 Corporate governance practice and reportingPage 29

Annual general meetings

Notice gt 20 daysbefore

Businesspresentation

Question andanswer sessions

Shareholders vote onsubstantiallyseparate issues

Shareholders vote onreport and accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 29

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board composition directors NEDs evaluationof board performance

Committee reports Relations with auditors and shareholders Review of internal controls Going concern Sustainability reporting Business review

Major disclosuresReportingLondon Stock Exchange requires

Narrative statement of how principles in UKCorporate Governance Code have been applied

Statement of compliancedetails of reasons fornon-compliance

Voluntary disclosuresDisclosures above statutorybest practice minimumDisclosures should follow certain principles

Planned process Transparency in disclosures made Consultation with users All relevant information considered Disclosures subject to review

Wider information provision Different forms of information Greater assurance about management Reflect investor interests

Benefits

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 30

4 Internal control systems

Topic List

Control systems

Nature of risks

Control framework

Control limitations

Enterprise risk management

Assessment of systems

In this chapter we look at the key elements of soundcontrol systems The overall environment and ethos oforganisation is as important as the specific proceduresThe risks organisations face should have a significantimpact upon the control frameworks they adoptYou mayneed to assess the effectiveness of control systems andthe difficulties of implementing sound systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 31

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Internal management control

Cybernetic control system

Management planning organising and directing sothat organisational objectives are achievedTurnbull report listed key aims Facilitate effective and efficient operation Ensure quality of reporting Ensure compliance with laws and regulations

Process of control within system

Identification of system objectives Setting targets for system objectives Measuring system achievementsoutputs Comparing achievements with targets Identifying corrective action Implementing corrective action

Embedded in operations Form part of culture Capable of quick response

Characteristics of control systems

Ease of targetachievement

Qualitativequantitativemeasures

Shortlong-termmeasures

Consistency ofmeasures

Managementintervention

Automatic controlmechanisms

Reliance on socialrelationships

Features of control systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 32

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 33

Risk classificationRisks can be classified in various waysFundamental ndash affects society in generalParticular ndash individual in controlSpeculative ndash good or bad consequencesPure ndash only outcomes harmful

Risk and uncertaintyUncertainty means possible outcomes andor chancesof each occurring are unknown

Risk and corporate governanceCorporate governance reports aim to addressshareholder concerns that directors are notachieving adequate returns for risks incurred andprovide mechanisms for controlling directors whoare taking excessive risks Directors responsibilityfor monitoring and disclosing risk management isstressed

Predictability of cash flows Limitation of effects of bad events Increased shareholder confidence Weigh costs

Benefits of risk management

Risk and returnBusinesses have to take some risks to trade(entrepreneurship) Businesses may tolerate higherrisk levels provided they receive higher returns

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 33

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

CONTROL FRAMEWORK

Control activitiesControl environment

Orderly conduct of business Adherence to internal policies and laws Safeguarding assets Preventiondetection of fraud Accuracycompleteness of accounting records Quality of information and reporting

Purposes

Objectives

Natureextent ofrisks

Acceptable risks

Likelihood risksmaterialise

Ability to reducerisks

Costsbenefits ofcontrols

Changes in riskconditions

Control systems and risks

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 34

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 35

Costs gt benefits Human errorFraud Employee collusion

Managementbypass

Designed for routinetransactions

Depend on methodof data processing

LIMITATIONS OF CONTROLS

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 35

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Enterprise risk management (ERM)ERM is framework suggested by COSO for dealingwith risk It is a fundamental process operated atorganisation level that helps staff understand risksresponsibilities and authority levels ERM should

Apply in strategy setting Apply in all areas and over whole organisation Identify events affecting entity Manage risk according to risk appetite Provide reasonable assurance Support organisational objectives

Align risk appetite and strategy Link growth risk and return Choose best risk response Minimise surprises and losses Manage risks over whole organisation Allows organisation to seize opportunities

ERM benefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 36

4 Internal control systemsPage 37

Internal EnvironmentObjective Setting

Event IdentificationRisk AssessmentRisk Response

Control ActivitiesInformation amp Communication

Monitoring

STRATEGIC

OPERATIONS

REPORTING

COMPLIANCE

ENTITY LEVELDIVISION

BUSINESS UNITSUBSIDIARY

COSOs Enterprise Risk Management framework

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 37

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Objectives Risk links Compatibility Control mixHuman

resources

Framework Review Information

ASSESSMENT

Feedback Costsbenefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 38

5 Risk attitudes and internal environment

Topic List

Risk attributes

Stakeholders and risk

Internal environment

Risk management responsibilities

Objective setting

This chapter covers the underlying factors that helpdetermine how organisations respond to the risks theyface These factors include attitudes to risk theenvironment and culture and the organisational structureincluding responsibilities for dealing with risks

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 39

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Emotional satisfaction

Risk-averse or risk-seeking

Riskreturn

Size Structure Development Past experience Focus on avoiding

risk

Organisational influences

Shareholder requirements

Personal views

Risk attributes

National influences Government protection

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 40

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

5 Risk attitudes and internal environment Page 41

RISK

CONCERNS

Dividend impact Capital gain impact Dependent on their risk appetitediversification Threat to repayment Security imposed Threat of other debts Job threats Health and safety worries Ability to take action Losses on sales Unwilling credit suppliers Disruption of relationships Delivery failures Lack of value Poor quality Poor employment policies Adverse impact on the environment

Debt providers

Wider community

Suppliers

Shareholders

Employees

Customers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 41

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Internalcontrol environmentThe control environment is the attitude awareness andactions of management in relation to internal controls providing the background for the operation of other controls

Risk management philosophy Risk appetite Integrity Ethics Organisational environment

Risk environment

Managements philosophy and operating style Control culture Organisational structure Methods of imposing control Integrity ethical values and competence

Elements of internal environment

Clear risk management strategies Culturecode of conductHRMreward systems support

objectives and risk limitation Senior management commitment to competence

integrity and trust Clear authority and responsibility Communication procedures Staff have knowledge skills and tools

Strong internal environment

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 42

5 Risk attitudes and internal environment Page 43

Embedding risk awarenessRisk assessment should evolve into a consistent activityembedded across all processes focus on

Threats to shareholdersstakeholders (future growthopportunitiescore business)

Consistent action-orientated risk assessment

Internal communications programme Training Involvement in risk identification Incentives Key personnel persuasion Infrastructure support

Changing risk culture Definitions and objectives Regulatory requirements Links to strategic decision-making Key areas Risk classification Risk responsibilities Important controls Assurance reporting Training

Risk policy statement

Risk registerFormal collection of risk and response informationRegister lists and prioritises risks and specifiesresponsible individuals and action taken

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 43

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Board

Senior managers

Internal audit

External audit

Line managers

Staff

Determines risk management strategy and monitors overall risks setsand reviews internal control

Build on overall framework specifying risk management methods andco-ordinate responses may staff risk management group

Audit risk management processkey risk area controls

Audit risk areas that impact materially on financial statements

Identify and evaluate risks in their areas use performanceindicators for monitoring implement responses

Follow risk management procedures have good understandingreport dangers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 44

5 Risk attitudes and internal environment Page 45

Risk committeeCommittee of directors separate from auditcommittee responsible for monitoring andsupervising risk identification and management

Can be staffed by executive directors Allows audit committee to concentrate on

financial risks

Risk management personnelRisk specialist ndash consultant called in to advise on particularaspects of risk management

Risk manager ndash employee with specific responsibility fordealing appropriately with risks

Risk management function ndash employees in largerorganisations

Determine risk managementstrategypolicy

Review reports on risk Monitor overall exposure Monitor changes in circumstances Assess effectiveness of RM systems Review statement on internal control

Role of RM committee

Helping determine risk management strategies Champions of risk management Building risk awareness culture Establishing risk policy and structures Developing and reviewing risk management processes Co-ordinating functional responses Preparing report for boardshareholders

Role of RM function

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 45

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

MissionA general objective visionary often unwritten andvery open-ended without any time limit for achievement

Strategic ndash high level goals support mission Operational ndash effectiveness and efficiency Reporting ndash reliability Compliance ndash with applicable laws

COSO model

Profitability Market share Growth Cash flow Customer satisfaction Quality Added value

Corporate objectives

Objective setting and riskStrategic objectives and mission will influence riskmanagement

However businesses should also determine riskappetite (willingness to take risks) and riskstrategy

These in turn should influence business objectivesBusinesses should take a portfolio view of riskslooking at relevant risks over the whole organisation

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 46

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 25: 2015 bpp p1 passcards

Corporate socialresponsibility

Development ofguidance

Public sectorgovernance

Sarbanes-OxleyMajorgovernance codes

Basis ofguidance

Public sector Private sector Charitable status NGOsquasi NGOs

Purposes and objectives Public service Profit Relief of povertyresearch etc

As defined by owners

Performance Central regulation Financial reportingstandards

SORP Set outcomes

Ownership Government Partnersshareholders

Donors Government

Stakeholders (including lobby groups)

The public centralgovernmentservice users

Shareholdersregulators taxationauthorities

Service users Governmentlobbying groups

(002)ACP1PC14_CH02qxp 5282014 1239 AM Page 20

3 Corporate governance practiceand reporting

Topic List

Role of board

Board membership

Non-executive directors

Directors remuneration

Stakeholder relationships

Reporting

Corporate governance practice is a key area in thissyllabus and you can expect to be asked whether anorganisation is following good practice The role andactivities of the board will be significant elements inmany questions How corporate governance practiceserves the interests of stakeholders will also beimportant

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 21

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Scope of boards roleThe board should have a formal schedule of mattersreserved to it for decisions Board is also responsiblefor overseeing strategy monitoring risk controlsystems and management and ensuring effectivecommunication

Maximise talent pool Broader range of knowledge Access stakeholder constituencies Greater independence Corporate citizen

Advantages of diversity

Legal responsibilities Avoidance of conflict of interest Time limits on appointments Limits on service contracts Retirement by rotation Insider dealing

Legal and regulatory frameworks

Nomination of directorsNomination committee should oversee appointmentsand make recommendations to the board Needs toconsider

Executivesnon-executives Gaps in current boards skills Expanding board diversity (age gender race

ethnicity education background) Continuity and succession planning

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 22

3 Corporate governance practice and reportingPage 23

CPD and appraisalsAll board members should have training coveringstrategy management legal responsibilities andcompany related issues

There should be annual appraisals of the performanceof the whole board and of individual directors

Performance against objectives Contribution to strategyenvironment Response to problems Considering right matters Communication Effectiveness of board committees Quality of feedback Adequacy of decision-making

Board appraisal

Advantages of multi-tier boards

Supervisorssupervised separationDeters management fraudBetter links with stakeholdersBetter use of non-executive time

Disadvantages of multi-tier boards

Lack of accountabilityDont receive information from managersSupervisory board decision-making restrictedLess effective at questioning managers

Companies in some countries are run by two or moreboards often with supervisorymanagement role split

Multi-tier boards

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 23

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board membershipCompanies need to consider optimumsize balance of executive and non-executive directors and diversity ofmembership

Division of responsibilitiesNo one individual should have unfettered control Ideally chairman andchief executive should be different people if not there should be a strongindependent element on the board with a recognised senior member

Board committeesBoard committees supervise specificareas doesnt absolve main boardfrom overall responsibilities Keycommittees

Nomination (this chapter)

Audit (Chapter 8)

Remuneration (this chapter)

Risk management (Chapter 5)

Strategic development

Investment analysis

Risk management

Recommendations toboard committees

Control systemsenforcement

Responsibilities of CEO

Running board

Accurate board information

Shareholder communication(Chairmans Statement)

New director induction

Board appraisal

Board development

Signing off accounts

Responsibilities of chairman

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 24

3 Corporate governance practice and reportingPage 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Number of NEDsUSAUK ndash Independent NEDs at least half of boardothers ndash sufficient for views to carry weight

Independence of NEDs No businessfinancialother connection No share optionspensions Appointment for specified term Ability to take independent advice

Advantages of NEDs

External experience and knowledgeWider perspectiveComfort for investorsConfidantenablerBoard members but objective

Disadvantages of NEDs

IndependenceRestricted recruitmentDifficult to impose viewsCanrsquot prevent problemsLimited time

Non-executive directors (NEDs)NEDs have no executive (managerial) responsibilitiesThey should provide balance and help to reduceconflict between executive directors and shareholdersMajority of NEDs should be independent

Role Strategy Scrutiny

Risk management Board personnel

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Service contractsIf service contracts are too long premature terminationmay mean significant payments Service contractsshouldnt be gt12 months normally

Remuneration committeeCommittee of independent NEDs determining

Remuneration policy Specific remuneration packages

PrinciplesUKs Greenbury committee suggests

Directors remuneration set by independent boardmembers

Bonuses related to measurable performanceenhancedlong-term shareholder value

Full transparency in annual accounts

Remuneration statementConsider and disclose

Remuneration policy Arrangements for individual directorsConsider allowing members to vote onremuneration statement in accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 26

3 Corporate governance practice and reportingPage 27

Elements of remuneration packageBasic salary ndash in contract of employment

Performance-related bonuses ndash limited possiblyto maximum of pay shouldnt be given fortransactions or if excessive risks taken

Shares ndash granted on condition cant be sold

Share options ndash purchased at specified exerciseprice encouragement to improve companysperformance and hence share prices options(and shares) to be held for certain length of time

Benefits-in-kind ndash is cost excessive and howcomparable are they with what employees aregiven

Pensions ndash best practice to make only basicsalary pensionable

Need to attract and retain directors Interests of stakeholders Weighting and phasing of different parts of package Directormanager differentials Impact of directormanager resigning Performance measures

Factors affecting remuneration levels

Variety of financialnon-financial measures Focus on current not historic performance Avoid short-termism Reward individual effort

Performance measures

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 27

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Relationships with stakeholdersOECD stresses role of

Employees Creditors Suppliers Investors Government

Position of stakeholders should be

Protected by law Enhanced by participation (eg employees share

ownership profit-sharing arrangements seat onboard)

Relationships with shareholdersDirectors should be required to submit to regular re-election (every yearevery three years) Boards shouldconsider relationships with all shareholders particularlyinstitutional shareholders Annual general meetings nor-mal part of calendar other general meetings discussissues of immediateserious concern

Proxy votingMyners report recommends

Clear agreements between beneficial ownersand investment managers

Stock lending shouldnt happen Electronic voting Poll (including proxies) for all resolutions

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 28

3 Corporate governance practice and reportingPage 29

Annual general meetings

Notice gt 20 daysbefore

Businesspresentation

Question andanswer sessions

Shareholders vote onsubstantiallyseparate issues

Shareholders vote onreport and accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 29

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board composition directors NEDs evaluationof board performance

Committee reports Relations with auditors and shareholders Review of internal controls Going concern Sustainability reporting Business review

Major disclosuresReportingLondon Stock Exchange requires

Narrative statement of how principles in UKCorporate Governance Code have been applied

Statement of compliancedetails of reasons fornon-compliance

Voluntary disclosuresDisclosures above statutorybest practice minimumDisclosures should follow certain principles

Planned process Transparency in disclosures made Consultation with users All relevant information considered Disclosures subject to review

Wider information provision Different forms of information Greater assurance about management Reflect investor interests

Benefits

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 30

4 Internal control systems

Topic List

Control systems

Nature of risks

Control framework

Control limitations

Enterprise risk management

Assessment of systems

In this chapter we look at the key elements of soundcontrol systems The overall environment and ethos oforganisation is as important as the specific proceduresThe risks organisations face should have a significantimpact upon the control frameworks they adoptYou mayneed to assess the effectiveness of control systems andthe difficulties of implementing sound systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 31

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Internal management control

Cybernetic control system

Management planning organising and directing sothat organisational objectives are achievedTurnbull report listed key aims Facilitate effective and efficient operation Ensure quality of reporting Ensure compliance with laws and regulations

Process of control within system

Identification of system objectives Setting targets for system objectives Measuring system achievementsoutputs Comparing achievements with targets Identifying corrective action Implementing corrective action

Embedded in operations Form part of culture Capable of quick response

Characteristics of control systems

Ease of targetachievement

Qualitativequantitativemeasures

Shortlong-termmeasures

Consistency ofmeasures

Managementintervention

Automatic controlmechanisms

Reliance on socialrelationships

Features of control systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 32

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 33

Risk classificationRisks can be classified in various waysFundamental ndash affects society in generalParticular ndash individual in controlSpeculative ndash good or bad consequencesPure ndash only outcomes harmful

Risk and uncertaintyUncertainty means possible outcomes andor chancesof each occurring are unknown

Risk and corporate governanceCorporate governance reports aim to addressshareholder concerns that directors are notachieving adequate returns for risks incurred andprovide mechanisms for controlling directors whoare taking excessive risks Directors responsibilityfor monitoring and disclosing risk management isstressed

Predictability of cash flows Limitation of effects of bad events Increased shareholder confidence Weigh costs

Benefits of risk management

Risk and returnBusinesses have to take some risks to trade(entrepreneurship) Businesses may tolerate higherrisk levels provided they receive higher returns

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 33

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

CONTROL FRAMEWORK

Control activitiesControl environment

Orderly conduct of business Adherence to internal policies and laws Safeguarding assets Preventiondetection of fraud Accuracycompleteness of accounting records Quality of information and reporting

Purposes

Objectives

Natureextent ofrisks

Acceptable risks

Likelihood risksmaterialise

Ability to reducerisks

Costsbenefits ofcontrols

Changes in riskconditions

Control systems and risks

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 34

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 35

Costs gt benefits Human errorFraud Employee collusion

Managementbypass

Designed for routinetransactions

Depend on methodof data processing

LIMITATIONS OF CONTROLS

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 35

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Enterprise risk management (ERM)ERM is framework suggested by COSO for dealingwith risk It is a fundamental process operated atorganisation level that helps staff understand risksresponsibilities and authority levels ERM should

Apply in strategy setting Apply in all areas and over whole organisation Identify events affecting entity Manage risk according to risk appetite Provide reasonable assurance Support organisational objectives

Align risk appetite and strategy Link growth risk and return Choose best risk response Minimise surprises and losses Manage risks over whole organisation Allows organisation to seize opportunities

ERM benefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 36

4 Internal control systemsPage 37

Internal EnvironmentObjective Setting

Event IdentificationRisk AssessmentRisk Response

Control ActivitiesInformation amp Communication

Monitoring

STRATEGIC

OPERATIONS

REPORTING

COMPLIANCE

ENTITY LEVELDIVISION

BUSINESS UNITSUBSIDIARY

COSOs Enterprise Risk Management framework

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 37

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Objectives Risk links Compatibility Control mixHuman

resources

Framework Review Information

ASSESSMENT

Feedback Costsbenefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 38

5 Risk attitudes and internal environment

Topic List

Risk attributes

Stakeholders and risk

Internal environment

Risk management responsibilities

Objective setting

This chapter covers the underlying factors that helpdetermine how organisations respond to the risks theyface These factors include attitudes to risk theenvironment and culture and the organisational structureincluding responsibilities for dealing with risks

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 39

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Emotional satisfaction

Risk-averse or risk-seeking

Riskreturn

Size Structure Development Past experience Focus on avoiding

risk

Organisational influences

Shareholder requirements

Personal views

Risk attributes

National influences Government protection

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 40

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

5 Risk attitudes and internal environment Page 41

RISK

CONCERNS

Dividend impact Capital gain impact Dependent on their risk appetitediversification Threat to repayment Security imposed Threat of other debts Job threats Health and safety worries Ability to take action Losses on sales Unwilling credit suppliers Disruption of relationships Delivery failures Lack of value Poor quality Poor employment policies Adverse impact on the environment

Debt providers

Wider community

Suppliers

Shareholders

Employees

Customers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 41

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Internalcontrol environmentThe control environment is the attitude awareness andactions of management in relation to internal controls providing the background for the operation of other controls

Risk management philosophy Risk appetite Integrity Ethics Organisational environment

Risk environment

Managements philosophy and operating style Control culture Organisational structure Methods of imposing control Integrity ethical values and competence

Elements of internal environment

Clear risk management strategies Culturecode of conductHRMreward systems support

objectives and risk limitation Senior management commitment to competence

integrity and trust Clear authority and responsibility Communication procedures Staff have knowledge skills and tools

Strong internal environment

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 42

5 Risk attitudes and internal environment Page 43

Embedding risk awarenessRisk assessment should evolve into a consistent activityembedded across all processes focus on

Threats to shareholdersstakeholders (future growthopportunitiescore business)

Consistent action-orientated risk assessment

Internal communications programme Training Involvement in risk identification Incentives Key personnel persuasion Infrastructure support

Changing risk culture Definitions and objectives Regulatory requirements Links to strategic decision-making Key areas Risk classification Risk responsibilities Important controls Assurance reporting Training

Risk policy statement

Risk registerFormal collection of risk and response informationRegister lists and prioritises risks and specifiesresponsible individuals and action taken

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 43

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Board

Senior managers

Internal audit

External audit

Line managers

Staff

Determines risk management strategy and monitors overall risks setsand reviews internal control

Build on overall framework specifying risk management methods andco-ordinate responses may staff risk management group

Audit risk management processkey risk area controls

Audit risk areas that impact materially on financial statements

Identify and evaluate risks in their areas use performanceindicators for monitoring implement responses

Follow risk management procedures have good understandingreport dangers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 44

5 Risk attitudes and internal environment Page 45

Risk committeeCommittee of directors separate from auditcommittee responsible for monitoring andsupervising risk identification and management

Can be staffed by executive directors Allows audit committee to concentrate on

financial risks

Risk management personnelRisk specialist ndash consultant called in to advise on particularaspects of risk management

Risk manager ndash employee with specific responsibility fordealing appropriately with risks

Risk management function ndash employees in largerorganisations

Determine risk managementstrategypolicy

Review reports on risk Monitor overall exposure Monitor changes in circumstances Assess effectiveness of RM systems Review statement on internal control

Role of RM committee

Helping determine risk management strategies Champions of risk management Building risk awareness culture Establishing risk policy and structures Developing and reviewing risk management processes Co-ordinating functional responses Preparing report for boardshareholders

Role of RM function

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 45

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

MissionA general objective visionary often unwritten andvery open-ended without any time limit for achievement

Strategic ndash high level goals support mission Operational ndash effectiveness and efficiency Reporting ndash reliability Compliance ndash with applicable laws

COSO model

Profitability Market share Growth Cash flow Customer satisfaction Quality Added value

Corporate objectives

Objective setting and riskStrategic objectives and mission will influence riskmanagement

However businesses should also determine riskappetite (willingness to take risks) and riskstrategy

These in turn should influence business objectivesBusinesses should take a portfolio view of riskslooking at relevant risks over the whole organisation

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 46

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 26: 2015 bpp p1 passcards

3 Corporate governance practiceand reporting

Topic List

Role of board

Board membership

Non-executive directors

Directors remuneration

Stakeholder relationships

Reporting

Corporate governance practice is a key area in thissyllabus and you can expect to be asked whether anorganisation is following good practice The role andactivities of the board will be significant elements inmany questions How corporate governance practiceserves the interests of stakeholders will also beimportant

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 21

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Scope of boards roleThe board should have a formal schedule of mattersreserved to it for decisions Board is also responsiblefor overseeing strategy monitoring risk controlsystems and management and ensuring effectivecommunication

Maximise talent pool Broader range of knowledge Access stakeholder constituencies Greater independence Corporate citizen

Advantages of diversity

Legal responsibilities Avoidance of conflict of interest Time limits on appointments Limits on service contracts Retirement by rotation Insider dealing

Legal and regulatory frameworks

Nomination of directorsNomination committee should oversee appointmentsand make recommendations to the board Needs toconsider

Executivesnon-executives Gaps in current boards skills Expanding board diversity (age gender race

ethnicity education background) Continuity and succession planning

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 22

3 Corporate governance practice and reportingPage 23

CPD and appraisalsAll board members should have training coveringstrategy management legal responsibilities andcompany related issues

There should be annual appraisals of the performanceof the whole board and of individual directors

Performance against objectives Contribution to strategyenvironment Response to problems Considering right matters Communication Effectiveness of board committees Quality of feedback Adequacy of decision-making

Board appraisal

Advantages of multi-tier boards

Supervisorssupervised separationDeters management fraudBetter links with stakeholdersBetter use of non-executive time

Disadvantages of multi-tier boards

Lack of accountabilityDont receive information from managersSupervisory board decision-making restrictedLess effective at questioning managers

Companies in some countries are run by two or moreboards often with supervisorymanagement role split

Multi-tier boards

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 23

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board membershipCompanies need to consider optimumsize balance of executive and non-executive directors and diversity ofmembership

Division of responsibilitiesNo one individual should have unfettered control Ideally chairman andchief executive should be different people if not there should be a strongindependent element on the board with a recognised senior member

Board committeesBoard committees supervise specificareas doesnt absolve main boardfrom overall responsibilities Keycommittees

Nomination (this chapter)

Audit (Chapter 8)

Remuneration (this chapter)

Risk management (Chapter 5)

Strategic development

Investment analysis

Risk management

Recommendations toboard committees

Control systemsenforcement

Responsibilities of CEO

Running board

Accurate board information

Shareholder communication(Chairmans Statement)

New director induction

Board appraisal

Board development

Signing off accounts

Responsibilities of chairman

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 24

3 Corporate governance practice and reportingPage 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Number of NEDsUSAUK ndash Independent NEDs at least half of boardothers ndash sufficient for views to carry weight

Independence of NEDs No businessfinancialother connection No share optionspensions Appointment for specified term Ability to take independent advice

Advantages of NEDs

External experience and knowledgeWider perspectiveComfort for investorsConfidantenablerBoard members but objective

Disadvantages of NEDs

IndependenceRestricted recruitmentDifficult to impose viewsCanrsquot prevent problemsLimited time

Non-executive directors (NEDs)NEDs have no executive (managerial) responsibilitiesThey should provide balance and help to reduceconflict between executive directors and shareholdersMajority of NEDs should be independent

Role Strategy Scrutiny

Risk management Board personnel

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Service contractsIf service contracts are too long premature terminationmay mean significant payments Service contractsshouldnt be gt12 months normally

Remuneration committeeCommittee of independent NEDs determining

Remuneration policy Specific remuneration packages

PrinciplesUKs Greenbury committee suggests

Directors remuneration set by independent boardmembers

Bonuses related to measurable performanceenhancedlong-term shareholder value

Full transparency in annual accounts

Remuneration statementConsider and disclose

Remuneration policy Arrangements for individual directorsConsider allowing members to vote onremuneration statement in accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 26

3 Corporate governance practice and reportingPage 27

Elements of remuneration packageBasic salary ndash in contract of employment

Performance-related bonuses ndash limited possiblyto maximum of pay shouldnt be given fortransactions or if excessive risks taken

Shares ndash granted on condition cant be sold

Share options ndash purchased at specified exerciseprice encouragement to improve companysperformance and hence share prices options(and shares) to be held for certain length of time

Benefits-in-kind ndash is cost excessive and howcomparable are they with what employees aregiven

Pensions ndash best practice to make only basicsalary pensionable

Need to attract and retain directors Interests of stakeholders Weighting and phasing of different parts of package Directormanager differentials Impact of directormanager resigning Performance measures

Factors affecting remuneration levels

Variety of financialnon-financial measures Focus on current not historic performance Avoid short-termism Reward individual effort

Performance measures

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 27

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Relationships with stakeholdersOECD stresses role of

Employees Creditors Suppliers Investors Government

Position of stakeholders should be

Protected by law Enhanced by participation (eg employees share

ownership profit-sharing arrangements seat onboard)

Relationships with shareholdersDirectors should be required to submit to regular re-election (every yearevery three years) Boards shouldconsider relationships with all shareholders particularlyinstitutional shareholders Annual general meetings nor-mal part of calendar other general meetings discussissues of immediateserious concern

Proxy votingMyners report recommends

Clear agreements between beneficial ownersand investment managers

Stock lending shouldnt happen Electronic voting Poll (including proxies) for all resolutions

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 28

3 Corporate governance practice and reportingPage 29

Annual general meetings

Notice gt 20 daysbefore

Businesspresentation

Question andanswer sessions

Shareholders vote onsubstantiallyseparate issues

Shareholders vote onreport and accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 29

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board composition directors NEDs evaluationof board performance

Committee reports Relations with auditors and shareholders Review of internal controls Going concern Sustainability reporting Business review

Major disclosuresReportingLondon Stock Exchange requires

Narrative statement of how principles in UKCorporate Governance Code have been applied

Statement of compliancedetails of reasons fornon-compliance

Voluntary disclosuresDisclosures above statutorybest practice minimumDisclosures should follow certain principles

Planned process Transparency in disclosures made Consultation with users All relevant information considered Disclosures subject to review

Wider information provision Different forms of information Greater assurance about management Reflect investor interests

Benefits

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 30

4 Internal control systems

Topic List

Control systems

Nature of risks

Control framework

Control limitations

Enterprise risk management

Assessment of systems

In this chapter we look at the key elements of soundcontrol systems The overall environment and ethos oforganisation is as important as the specific proceduresThe risks organisations face should have a significantimpact upon the control frameworks they adoptYou mayneed to assess the effectiveness of control systems andthe difficulties of implementing sound systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 31

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Internal management control

Cybernetic control system

Management planning organising and directing sothat organisational objectives are achievedTurnbull report listed key aims Facilitate effective and efficient operation Ensure quality of reporting Ensure compliance with laws and regulations

Process of control within system

Identification of system objectives Setting targets for system objectives Measuring system achievementsoutputs Comparing achievements with targets Identifying corrective action Implementing corrective action

Embedded in operations Form part of culture Capable of quick response

Characteristics of control systems

Ease of targetachievement

Qualitativequantitativemeasures

Shortlong-termmeasures

Consistency ofmeasures

Managementintervention

Automatic controlmechanisms

Reliance on socialrelationships

Features of control systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 32

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 33

Risk classificationRisks can be classified in various waysFundamental ndash affects society in generalParticular ndash individual in controlSpeculative ndash good or bad consequencesPure ndash only outcomes harmful

Risk and uncertaintyUncertainty means possible outcomes andor chancesof each occurring are unknown

Risk and corporate governanceCorporate governance reports aim to addressshareholder concerns that directors are notachieving adequate returns for risks incurred andprovide mechanisms for controlling directors whoare taking excessive risks Directors responsibilityfor monitoring and disclosing risk management isstressed

Predictability of cash flows Limitation of effects of bad events Increased shareholder confidence Weigh costs

Benefits of risk management

Risk and returnBusinesses have to take some risks to trade(entrepreneurship) Businesses may tolerate higherrisk levels provided they receive higher returns

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 33

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

CONTROL FRAMEWORK

Control activitiesControl environment

Orderly conduct of business Adherence to internal policies and laws Safeguarding assets Preventiondetection of fraud Accuracycompleteness of accounting records Quality of information and reporting

Purposes

Objectives

Natureextent ofrisks

Acceptable risks

Likelihood risksmaterialise

Ability to reducerisks

Costsbenefits ofcontrols

Changes in riskconditions

Control systems and risks

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 34

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 35

Costs gt benefits Human errorFraud Employee collusion

Managementbypass

Designed for routinetransactions

Depend on methodof data processing

LIMITATIONS OF CONTROLS

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 35

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Enterprise risk management (ERM)ERM is framework suggested by COSO for dealingwith risk It is a fundamental process operated atorganisation level that helps staff understand risksresponsibilities and authority levels ERM should

Apply in strategy setting Apply in all areas and over whole organisation Identify events affecting entity Manage risk according to risk appetite Provide reasonable assurance Support organisational objectives

Align risk appetite and strategy Link growth risk and return Choose best risk response Minimise surprises and losses Manage risks over whole organisation Allows organisation to seize opportunities

ERM benefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 36

4 Internal control systemsPage 37

Internal EnvironmentObjective Setting

Event IdentificationRisk AssessmentRisk Response

Control ActivitiesInformation amp Communication

Monitoring

STRATEGIC

OPERATIONS

REPORTING

COMPLIANCE

ENTITY LEVELDIVISION

BUSINESS UNITSUBSIDIARY

COSOs Enterprise Risk Management framework

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 37

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Objectives Risk links Compatibility Control mixHuman

resources

Framework Review Information

ASSESSMENT

Feedback Costsbenefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 38

5 Risk attitudes and internal environment

Topic List

Risk attributes

Stakeholders and risk

Internal environment

Risk management responsibilities

Objective setting

This chapter covers the underlying factors that helpdetermine how organisations respond to the risks theyface These factors include attitudes to risk theenvironment and culture and the organisational structureincluding responsibilities for dealing with risks

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 39

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Emotional satisfaction

Risk-averse or risk-seeking

Riskreturn

Size Structure Development Past experience Focus on avoiding

risk

Organisational influences

Shareholder requirements

Personal views

Risk attributes

National influences Government protection

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 40

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

5 Risk attitudes and internal environment Page 41

RISK

CONCERNS

Dividend impact Capital gain impact Dependent on their risk appetitediversification Threat to repayment Security imposed Threat of other debts Job threats Health and safety worries Ability to take action Losses on sales Unwilling credit suppliers Disruption of relationships Delivery failures Lack of value Poor quality Poor employment policies Adverse impact on the environment

Debt providers

Wider community

Suppliers

Shareholders

Employees

Customers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 41

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Internalcontrol environmentThe control environment is the attitude awareness andactions of management in relation to internal controls providing the background for the operation of other controls

Risk management philosophy Risk appetite Integrity Ethics Organisational environment

Risk environment

Managements philosophy and operating style Control culture Organisational structure Methods of imposing control Integrity ethical values and competence

Elements of internal environment

Clear risk management strategies Culturecode of conductHRMreward systems support

objectives and risk limitation Senior management commitment to competence

integrity and trust Clear authority and responsibility Communication procedures Staff have knowledge skills and tools

Strong internal environment

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 42

5 Risk attitudes and internal environment Page 43

Embedding risk awarenessRisk assessment should evolve into a consistent activityembedded across all processes focus on

Threats to shareholdersstakeholders (future growthopportunitiescore business)

Consistent action-orientated risk assessment

Internal communications programme Training Involvement in risk identification Incentives Key personnel persuasion Infrastructure support

Changing risk culture Definitions and objectives Regulatory requirements Links to strategic decision-making Key areas Risk classification Risk responsibilities Important controls Assurance reporting Training

Risk policy statement

Risk registerFormal collection of risk and response informationRegister lists and prioritises risks and specifiesresponsible individuals and action taken

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 43

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Board

Senior managers

Internal audit

External audit

Line managers

Staff

Determines risk management strategy and monitors overall risks setsand reviews internal control

Build on overall framework specifying risk management methods andco-ordinate responses may staff risk management group

Audit risk management processkey risk area controls

Audit risk areas that impact materially on financial statements

Identify and evaluate risks in their areas use performanceindicators for monitoring implement responses

Follow risk management procedures have good understandingreport dangers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 44

5 Risk attitudes and internal environment Page 45

Risk committeeCommittee of directors separate from auditcommittee responsible for monitoring andsupervising risk identification and management

Can be staffed by executive directors Allows audit committee to concentrate on

financial risks

Risk management personnelRisk specialist ndash consultant called in to advise on particularaspects of risk management

Risk manager ndash employee with specific responsibility fordealing appropriately with risks

Risk management function ndash employees in largerorganisations

Determine risk managementstrategypolicy

Review reports on risk Monitor overall exposure Monitor changes in circumstances Assess effectiveness of RM systems Review statement on internal control

Role of RM committee

Helping determine risk management strategies Champions of risk management Building risk awareness culture Establishing risk policy and structures Developing and reviewing risk management processes Co-ordinating functional responses Preparing report for boardshareholders

Role of RM function

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 45

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

MissionA general objective visionary often unwritten andvery open-ended without any time limit for achievement

Strategic ndash high level goals support mission Operational ndash effectiveness and efficiency Reporting ndash reliability Compliance ndash with applicable laws

COSO model

Profitability Market share Growth Cash flow Customer satisfaction Quality Added value

Corporate objectives

Objective setting and riskStrategic objectives and mission will influence riskmanagement

However businesses should also determine riskappetite (willingness to take risks) and riskstrategy

These in turn should influence business objectivesBusinesses should take a portfolio view of riskslooking at relevant risks over the whole organisation

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 46

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 27: 2015 bpp p1 passcards

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Scope of boards roleThe board should have a formal schedule of mattersreserved to it for decisions Board is also responsiblefor overseeing strategy monitoring risk controlsystems and management and ensuring effectivecommunication

Maximise talent pool Broader range of knowledge Access stakeholder constituencies Greater independence Corporate citizen

Advantages of diversity

Legal responsibilities Avoidance of conflict of interest Time limits on appointments Limits on service contracts Retirement by rotation Insider dealing

Legal and regulatory frameworks

Nomination of directorsNomination committee should oversee appointmentsand make recommendations to the board Needs toconsider

Executivesnon-executives Gaps in current boards skills Expanding board diversity (age gender race

ethnicity education background) Continuity and succession planning

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 22

3 Corporate governance practice and reportingPage 23

CPD and appraisalsAll board members should have training coveringstrategy management legal responsibilities andcompany related issues

There should be annual appraisals of the performanceof the whole board and of individual directors

Performance against objectives Contribution to strategyenvironment Response to problems Considering right matters Communication Effectiveness of board committees Quality of feedback Adequacy of decision-making

Board appraisal

Advantages of multi-tier boards

Supervisorssupervised separationDeters management fraudBetter links with stakeholdersBetter use of non-executive time

Disadvantages of multi-tier boards

Lack of accountabilityDont receive information from managersSupervisory board decision-making restrictedLess effective at questioning managers

Companies in some countries are run by two or moreboards often with supervisorymanagement role split

Multi-tier boards

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 23

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board membershipCompanies need to consider optimumsize balance of executive and non-executive directors and diversity ofmembership

Division of responsibilitiesNo one individual should have unfettered control Ideally chairman andchief executive should be different people if not there should be a strongindependent element on the board with a recognised senior member

Board committeesBoard committees supervise specificareas doesnt absolve main boardfrom overall responsibilities Keycommittees

Nomination (this chapter)

Audit (Chapter 8)

Remuneration (this chapter)

Risk management (Chapter 5)

Strategic development

Investment analysis

Risk management

Recommendations toboard committees

Control systemsenforcement

Responsibilities of CEO

Running board

Accurate board information

Shareholder communication(Chairmans Statement)

New director induction

Board appraisal

Board development

Signing off accounts

Responsibilities of chairman

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 24

3 Corporate governance practice and reportingPage 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Number of NEDsUSAUK ndash Independent NEDs at least half of boardothers ndash sufficient for views to carry weight

Independence of NEDs No businessfinancialother connection No share optionspensions Appointment for specified term Ability to take independent advice

Advantages of NEDs

External experience and knowledgeWider perspectiveComfort for investorsConfidantenablerBoard members but objective

Disadvantages of NEDs

IndependenceRestricted recruitmentDifficult to impose viewsCanrsquot prevent problemsLimited time

Non-executive directors (NEDs)NEDs have no executive (managerial) responsibilitiesThey should provide balance and help to reduceconflict between executive directors and shareholdersMajority of NEDs should be independent

Role Strategy Scrutiny

Risk management Board personnel

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Service contractsIf service contracts are too long premature terminationmay mean significant payments Service contractsshouldnt be gt12 months normally

Remuneration committeeCommittee of independent NEDs determining

Remuneration policy Specific remuneration packages

PrinciplesUKs Greenbury committee suggests

Directors remuneration set by independent boardmembers

Bonuses related to measurable performanceenhancedlong-term shareholder value

Full transparency in annual accounts

Remuneration statementConsider and disclose

Remuneration policy Arrangements for individual directorsConsider allowing members to vote onremuneration statement in accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 26

3 Corporate governance practice and reportingPage 27

Elements of remuneration packageBasic salary ndash in contract of employment

Performance-related bonuses ndash limited possiblyto maximum of pay shouldnt be given fortransactions or if excessive risks taken

Shares ndash granted on condition cant be sold

Share options ndash purchased at specified exerciseprice encouragement to improve companysperformance and hence share prices options(and shares) to be held for certain length of time

Benefits-in-kind ndash is cost excessive and howcomparable are they with what employees aregiven

Pensions ndash best practice to make only basicsalary pensionable

Need to attract and retain directors Interests of stakeholders Weighting and phasing of different parts of package Directormanager differentials Impact of directormanager resigning Performance measures

Factors affecting remuneration levels

Variety of financialnon-financial measures Focus on current not historic performance Avoid short-termism Reward individual effort

Performance measures

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 27

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Relationships with stakeholdersOECD stresses role of

Employees Creditors Suppliers Investors Government

Position of stakeholders should be

Protected by law Enhanced by participation (eg employees share

ownership profit-sharing arrangements seat onboard)

Relationships with shareholdersDirectors should be required to submit to regular re-election (every yearevery three years) Boards shouldconsider relationships with all shareholders particularlyinstitutional shareholders Annual general meetings nor-mal part of calendar other general meetings discussissues of immediateserious concern

Proxy votingMyners report recommends

Clear agreements between beneficial ownersand investment managers

Stock lending shouldnt happen Electronic voting Poll (including proxies) for all resolutions

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 28

3 Corporate governance practice and reportingPage 29

Annual general meetings

Notice gt 20 daysbefore

Businesspresentation

Question andanswer sessions

Shareholders vote onsubstantiallyseparate issues

Shareholders vote onreport and accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 29

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board composition directors NEDs evaluationof board performance

Committee reports Relations with auditors and shareholders Review of internal controls Going concern Sustainability reporting Business review

Major disclosuresReportingLondon Stock Exchange requires

Narrative statement of how principles in UKCorporate Governance Code have been applied

Statement of compliancedetails of reasons fornon-compliance

Voluntary disclosuresDisclosures above statutorybest practice minimumDisclosures should follow certain principles

Planned process Transparency in disclosures made Consultation with users All relevant information considered Disclosures subject to review

Wider information provision Different forms of information Greater assurance about management Reflect investor interests

Benefits

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 30

4 Internal control systems

Topic List

Control systems

Nature of risks

Control framework

Control limitations

Enterprise risk management

Assessment of systems

In this chapter we look at the key elements of soundcontrol systems The overall environment and ethos oforganisation is as important as the specific proceduresThe risks organisations face should have a significantimpact upon the control frameworks they adoptYou mayneed to assess the effectiveness of control systems andthe difficulties of implementing sound systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 31

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Internal management control

Cybernetic control system

Management planning organising and directing sothat organisational objectives are achievedTurnbull report listed key aims Facilitate effective and efficient operation Ensure quality of reporting Ensure compliance with laws and regulations

Process of control within system

Identification of system objectives Setting targets for system objectives Measuring system achievementsoutputs Comparing achievements with targets Identifying corrective action Implementing corrective action

Embedded in operations Form part of culture Capable of quick response

Characteristics of control systems

Ease of targetachievement

Qualitativequantitativemeasures

Shortlong-termmeasures

Consistency ofmeasures

Managementintervention

Automatic controlmechanisms

Reliance on socialrelationships

Features of control systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 32

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 33

Risk classificationRisks can be classified in various waysFundamental ndash affects society in generalParticular ndash individual in controlSpeculative ndash good or bad consequencesPure ndash only outcomes harmful

Risk and uncertaintyUncertainty means possible outcomes andor chancesof each occurring are unknown

Risk and corporate governanceCorporate governance reports aim to addressshareholder concerns that directors are notachieving adequate returns for risks incurred andprovide mechanisms for controlling directors whoare taking excessive risks Directors responsibilityfor monitoring and disclosing risk management isstressed

Predictability of cash flows Limitation of effects of bad events Increased shareholder confidence Weigh costs

Benefits of risk management

Risk and returnBusinesses have to take some risks to trade(entrepreneurship) Businesses may tolerate higherrisk levels provided they receive higher returns

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 33

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

CONTROL FRAMEWORK

Control activitiesControl environment

Orderly conduct of business Adherence to internal policies and laws Safeguarding assets Preventiondetection of fraud Accuracycompleteness of accounting records Quality of information and reporting

Purposes

Objectives

Natureextent ofrisks

Acceptable risks

Likelihood risksmaterialise

Ability to reducerisks

Costsbenefits ofcontrols

Changes in riskconditions

Control systems and risks

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 34

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 35

Costs gt benefits Human errorFraud Employee collusion

Managementbypass

Designed for routinetransactions

Depend on methodof data processing

LIMITATIONS OF CONTROLS

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 35

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Enterprise risk management (ERM)ERM is framework suggested by COSO for dealingwith risk It is a fundamental process operated atorganisation level that helps staff understand risksresponsibilities and authority levels ERM should

Apply in strategy setting Apply in all areas and over whole organisation Identify events affecting entity Manage risk according to risk appetite Provide reasonable assurance Support organisational objectives

Align risk appetite and strategy Link growth risk and return Choose best risk response Minimise surprises and losses Manage risks over whole organisation Allows organisation to seize opportunities

ERM benefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 36

4 Internal control systemsPage 37

Internal EnvironmentObjective Setting

Event IdentificationRisk AssessmentRisk Response

Control ActivitiesInformation amp Communication

Monitoring

STRATEGIC

OPERATIONS

REPORTING

COMPLIANCE

ENTITY LEVELDIVISION

BUSINESS UNITSUBSIDIARY

COSOs Enterprise Risk Management framework

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 37

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Objectives Risk links Compatibility Control mixHuman

resources

Framework Review Information

ASSESSMENT

Feedback Costsbenefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 38

5 Risk attitudes and internal environment

Topic List

Risk attributes

Stakeholders and risk

Internal environment

Risk management responsibilities

Objective setting

This chapter covers the underlying factors that helpdetermine how organisations respond to the risks theyface These factors include attitudes to risk theenvironment and culture and the organisational structureincluding responsibilities for dealing with risks

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 39

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Emotional satisfaction

Risk-averse or risk-seeking

Riskreturn

Size Structure Development Past experience Focus on avoiding

risk

Organisational influences

Shareholder requirements

Personal views

Risk attributes

National influences Government protection

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 40

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

5 Risk attitudes and internal environment Page 41

RISK

CONCERNS

Dividend impact Capital gain impact Dependent on their risk appetitediversification Threat to repayment Security imposed Threat of other debts Job threats Health and safety worries Ability to take action Losses on sales Unwilling credit suppliers Disruption of relationships Delivery failures Lack of value Poor quality Poor employment policies Adverse impact on the environment

Debt providers

Wider community

Suppliers

Shareholders

Employees

Customers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 41

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Internalcontrol environmentThe control environment is the attitude awareness andactions of management in relation to internal controls providing the background for the operation of other controls

Risk management philosophy Risk appetite Integrity Ethics Organisational environment

Risk environment

Managements philosophy and operating style Control culture Organisational structure Methods of imposing control Integrity ethical values and competence

Elements of internal environment

Clear risk management strategies Culturecode of conductHRMreward systems support

objectives and risk limitation Senior management commitment to competence

integrity and trust Clear authority and responsibility Communication procedures Staff have knowledge skills and tools

Strong internal environment

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 42

5 Risk attitudes and internal environment Page 43

Embedding risk awarenessRisk assessment should evolve into a consistent activityembedded across all processes focus on

Threats to shareholdersstakeholders (future growthopportunitiescore business)

Consistent action-orientated risk assessment

Internal communications programme Training Involvement in risk identification Incentives Key personnel persuasion Infrastructure support

Changing risk culture Definitions and objectives Regulatory requirements Links to strategic decision-making Key areas Risk classification Risk responsibilities Important controls Assurance reporting Training

Risk policy statement

Risk registerFormal collection of risk and response informationRegister lists and prioritises risks and specifiesresponsible individuals and action taken

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 43

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Board

Senior managers

Internal audit

External audit

Line managers

Staff

Determines risk management strategy and monitors overall risks setsand reviews internal control

Build on overall framework specifying risk management methods andco-ordinate responses may staff risk management group

Audit risk management processkey risk area controls

Audit risk areas that impact materially on financial statements

Identify and evaluate risks in their areas use performanceindicators for monitoring implement responses

Follow risk management procedures have good understandingreport dangers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 44

5 Risk attitudes and internal environment Page 45

Risk committeeCommittee of directors separate from auditcommittee responsible for monitoring andsupervising risk identification and management

Can be staffed by executive directors Allows audit committee to concentrate on

financial risks

Risk management personnelRisk specialist ndash consultant called in to advise on particularaspects of risk management

Risk manager ndash employee with specific responsibility fordealing appropriately with risks

Risk management function ndash employees in largerorganisations

Determine risk managementstrategypolicy

Review reports on risk Monitor overall exposure Monitor changes in circumstances Assess effectiveness of RM systems Review statement on internal control

Role of RM committee

Helping determine risk management strategies Champions of risk management Building risk awareness culture Establishing risk policy and structures Developing and reviewing risk management processes Co-ordinating functional responses Preparing report for boardshareholders

Role of RM function

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 45

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

MissionA general objective visionary often unwritten andvery open-ended without any time limit for achievement

Strategic ndash high level goals support mission Operational ndash effectiveness and efficiency Reporting ndash reliability Compliance ndash with applicable laws

COSO model

Profitability Market share Growth Cash flow Customer satisfaction Quality Added value

Corporate objectives

Objective setting and riskStrategic objectives and mission will influence riskmanagement

However businesses should also determine riskappetite (willingness to take risks) and riskstrategy

These in turn should influence business objectivesBusinesses should take a portfolio view of riskslooking at relevant risks over the whole organisation

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 46

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 28: 2015 bpp p1 passcards

3 Corporate governance practice and reportingPage 23

CPD and appraisalsAll board members should have training coveringstrategy management legal responsibilities andcompany related issues

There should be annual appraisals of the performanceof the whole board and of individual directors

Performance against objectives Contribution to strategyenvironment Response to problems Considering right matters Communication Effectiveness of board committees Quality of feedback Adequacy of decision-making

Board appraisal

Advantages of multi-tier boards

Supervisorssupervised separationDeters management fraudBetter links with stakeholdersBetter use of non-executive time

Disadvantages of multi-tier boards

Lack of accountabilityDont receive information from managersSupervisory board decision-making restrictedLess effective at questioning managers

Companies in some countries are run by two or moreboards often with supervisorymanagement role split

Multi-tier boards

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 23

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board membershipCompanies need to consider optimumsize balance of executive and non-executive directors and diversity ofmembership

Division of responsibilitiesNo one individual should have unfettered control Ideally chairman andchief executive should be different people if not there should be a strongindependent element on the board with a recognised senior member

Board committeesBoard committees supervise specificareas doesnt absolve main boardfrom overall responsibilities Keycommittees

Nomination (this chapter)

Audit (Chapter 8)

Remuneration (this chapter)

Risk management (Chapter 5)

Strategic development

Investment analysis

Risk management

Recommendations toboard committees

Control systemsenforcement

Responsibilities of CEO

Running board

Accurate board information

Shareholder communication(Chairmans Statement)

New director induction

Board appraisal

Board development

Signing off accounts

Responsibilities of chairman

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 24

3 Corporate governance practice and reportingPage 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Number of NEDsUSAUK ndash Independent NEDs at least half of boardothers ndash sufficient for views to carry weight

Independence of NEDs No businessfinancialother connection No share optionspensions Appointment for specified term Ability to take independent advice

Advantages of NEDs

External experience and knowledgeWider perspectiveComfort for investorsConfidantenablerBoard members but objective

Disadvantages of NEDs

IndependenceRestricted recruitmentDifficult to impose viewsCanrsquot prevent problemsLimited time

Non-executive directors (NEDs)NEDs have no executive (managerial) responsibilitiesThey should provide balance and help to reduceconflict between executive directors and shareholdersMajority of NEDs should be independent

Role Strategy Scrutiny

Risk management Board personnel

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Service contractsIf service contracts are too long premature terminationmay mean significant payments Service contractsshouldnt be gt12 months normally

Remuneration committeeCommittee of independent NEDs determining

Remuneration policy Specific remuneration packages

PrinciplesUKs Greenbury committee suggests

Directors remuneration set by independent boardmembers

Bonuses related to measurable performanceenhancedlong-term shareholder value

Full transparency in annual accounts

Remuneration statementConsider and disclose

Remuneration policy Arrangements for individual directorsConsider allowing members to vote onremuneration statement in accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 26

3 Corporate governance practice and reportingPage 27

Elements of remuneration packageBasic salary ndash in contract of employment

Performance-related bonuses ndash limited possiblyto maximum of pay shouldnt be given fortransactions or if excessive risks taken

Shares ndash granted on condition cant be sold

Share options ndash purchased at specified exerciseprice encouragement to improve companysperformance and hence share prices options(and shares) to be held for certain length of time

Benefits-in-kind ndash is cost excessive and howcomparable are they with what employees aregiven

Pensions ndash best practice to make only basicsalary pensionable

Need to attract and retain directors Interests of stakeholders Weighting and phasing of different parts of package Directormanager differentials Impact of directormanager resigning Performance measures

Factors affecting remuneration levels

Variety of financialnon-financial measures Focus on current not historic performance Avoid short-termism Reward individual effort

Performance measures

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 27

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Relationships with stakeholdersOECD stresses role of

Employees Creditors Suppliers Investors Government

Position of stakeholders should be

Protected by law Enhanced by participation (eg employees share

ownership profit-sharing arrangements seat onboard)

Relationships with shareholdersDirectors should be required to submit to regular re-election (every yearevery three years) Boards shouldconsider relationships with all shareholders particularlyinstitutional shareholders Annual general meetings nor-mal part of calendar other general meetings discussissues of immediateserious concern

Proxy votingMyners report recommends

Clear agreements between beneficial ownersand investment managers

Stock lending shouldnt happen Electronic voting Poll (including proxies) for all resolutions

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 28

3 Corporate governance practice and reportingPage 29

Annual general meetings

Notice gt 20 daysbefore

Businesspresentation

Question andanswer sessions

Shareholders vote onsubstantiallyseparate issues

Shareholders vote onreport and accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 29

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board composition directors NEDs evaluationof board performance

Committee reports Relations with auditors and shareholders Review of internal controls Going concern Sustainability reporting Business review

Major disclosuresReportingLondon Stock Exchange requires

Narrative statement of how principles in UKCorporate Governance Code have been applied

Statement of compliancedetails of reasons fornon-compliance

Voluntary disclosuresDisclosures above statutorybest practice minimumDisclosures should follow certain principles

Planned process Transparency in disclosures made Consultation with users All relevant information considered Disclosures subject to review

Wider information provision Different forms of information Greater assurance about management Reflect investor interests

Benefits

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 30

4 Internal control systems

Topic List

Control systems

Nature of risks

Control framework

Control limitations

Enterprise risk management

Assessment of systems

In this chapter we look at the key elements of soundcontrol systems The overall environment and ethos oforganisation is as important as the specific proceduresThe risks organisations face should have a significantimpact upon the control frameworks they adoptYou mayneed to assess the effectiveness of control systems andthe difficulties of implementing sound systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 31

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Internal management control

Cybernetic control system

Management planning organising and directing sothat organisational objectives are achievedTurnbull report listed key aims Facilitate effective and efficient operation Ensure quality of reporting Ensure compliance with laws and regulations

Process of control within system

Identification of system objectives Setting targets for system objectives Measuring system achievementsoutputs Comparing achievements with targets Identifying corrective action Implementing corrective action

Embedded in operations Form part of culture Capable of quick response

Characteristics of control systems

Ease of targetachievement

Qualitativequantitativemeasures

Shortlong-termmeasures

Consistency ofmeasures

Managementintervention

Automatic controlmechanisms

Reliance on socialrelationships

Features of control systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 32

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 33

Risk classificationRisks can be classified in various waysFundamental ndash affects society in generalParticular ndash individual in controlSpeculative ndash good or bad consequencesPure ndash only outcomes harmful

Risk and uncertaintyUncertainty means possible outcomes andor chancesof each occurring are unknown

Risk and corporate governanceCorporate governance reports aim to addressshareholder concerns that directors are notachieving adequate returns for risks incurred andprovide mechanisms for controlling directors whoare taking excessive risks Directors responsibilityfor monitoring and disclosing risk management isstressed

Predictability of cash flows Limitation of effects of bad events Increased shareholder confidence Weigh costs

Benefits of risk management

Risk and returnBusinesses have to take some risks to trade(entrepreneurship) Businesses may tolerate higherrisk levels provided they receive higher returns

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 33

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

CONTROL FRAMEWORK

Control activitiesControl environment

Orderly conduct of business Adherence to internal policies and laws Safeguarding assets Preventiondetection of fraud Accuracycompleteness of accounting records Quality of information and reporting

Purposes

Objectives

Natureextent ofrisks

Acceptable risks

Likelihood risksmaterialise

Ability to reducerisks

Costsbenefits ofcontrols

Changes in riskconditions

Control systems and risks

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 34

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 35

Costs gt benefits Human errorFraud Employee collusion

Managementbypass

Designed for routinetransactions

Depend on methodof data processing

LIMITATIONS OF CONTROLS

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 35

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Enterprise risk management (ERM)ERM is framework suggested by COSO for dealingwith risk It is a fundamental process operated atorganisation level that helps staff understand risksresponsibilities and authority levels ERM should

Apply in strategy setting Apply in all areas and over whole organisation Identify events affecting entity Manage risk according to risk appetite Provide reasonable assurance Support organisational objectives

Align risk appetite and strategy Link growth risk and return Choose best risk response Minimise surprises and losses Manage risks over whole organisation Allows organisation to seize opportunities

ERM benefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 36

4 Internal control systemsPage 37

Internal EnvironmentObjective Setting

Event IdentificationRisk AssessmentRisk Response

Control ActivitiesInformation amp Communication

Monitoring

STRATEGIC

OPERATIONS

REPORTING

COMPLIANCE

ENTITY LEVELDIVISION

BUSINESS UNITSUBSIDIARY

COSOs Enterprise Risk Management framework

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 37

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Objectives Risk links Compatibility Control mixHuman

resources

Framework Review Information

ASSESSMENT

Feedback Costsbenefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 38

5 Risk attitudes and internal environment

Topic List

Risk attributes

Stakeholders and risk

Internal environment

Risk management responsibilities

Objective setting

This chapter covers the underlying factors that helpdetermine how organisations respond to the risks theyface These factors include attitudes to risk theenvironment and culture and the organisational structureincluding responsibilities for dealing with risks

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 39

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Emotional satisfaction

Risk-averse or risk-seeking

Riskreturn

Size Structure Development Past experience Focus on avoiding

risk

Organisational influences

Shareholder requirements

Personal views

Risk attributes

National influences Government protection

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 40

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

5 Risk attitudes and internal environment Page 41

RISK

CONCERNS

Dividend impact Capital gain impact Dependent on their risk appetitediversification Threat to repayment Security imposed Threat of other debts Job threats Health and safety worries Ability to take action Losses on sales Unwilling credit suppliers Disruption of relationships Delivery failures Lack of value Poor quality Poor employment policies Adverse impact on the environment

Debt providers

Wider community

Suppliers

Shareholders

Employees

Customers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 41

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Internalcontrol environmentThe control environment is the attitude awareness andactions of management in relation to internal controls providing the background for the operation of other controls

Risk management philosophy Risk appetite Integrity Ethics Organisational environment

Risk environment

Managements philosophy and operating style Control culture Organisational structure Methods of imposing control Integrity ethical values and competence

Elements of internal environment

Clear risk management strategies Culturecode of conductHRMreward systems support

objectives and risk limitation Senior management commitment to competence

integrity and trust Clear authority and responsibility Communication procedures Staff have knowledge skills and tools

Strong internal environment

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 42

5 Risk attitudes and internal environment Page 43

Embedding risk awarenessRisk assessment should evolve into a consistent activityembedded across all processes focus on

Threats to shareholdersstakeholders (future growthopportunitiescore business)

Consistent action-orientated risk assessment

Internal communications programme Training Involvement in risk identification Incentives Key personnel persuasion Infrastructure support

Changing risk culture Definitions and objectives Regulatory requirements Links to strategic decision-making Key areas Risk classification Risk responsibilities Important controls Assurance reporting Training

Risk policy statement

Risk registerFormal collection of risk and response informationRegister lists and prioritises risks and specifiesresponsible individuals and action taken

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 43

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Board

Senior managers

Internal audit

External audit

Line managers

Staff

Determines risk management strategy and monitors overall risks setsand reviews internal control

Build on overall framework specifying risk management methods andco-ordinate responses may staff risk management group

Audit risk management processkey risk area controls

Audit risk areas that impact materially on financial statements

Identify and evaluate risks in their areas use performanceindicators for monitoring implement responses

Follow risk management procedures have good understandingreport dangers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 44

5 Risk attitudes and internal environment Page 45

Risk committeeCommittee of directors separate from auditcommittee responsible for monitoring andsupervising risk identification and management

Can be staffed by executive directors Allows audit committee to concentrate on

financial risks

Risk management personnelRisk specialist ndash consultant called in to advise on particularaspects of risk management

Risk manager ndash employee with specific responsibility fordealing appropriately with risks

Risk management function ndash employees in largerorganisations

Determine risk managementstrategypolicy

Review reports on risk Monitor overall exposure Monitor changes in circumstances Assess effectiveness of RM systems Review statement on internal control

Role of RM committee

Helping determine risk management strategies Champions of risk management Building risk awareness culture Establishing risk policy and structures Developing and reviewing risk management processes Co-ordinating functional responses Preparing report for boardshareholders

Role of RM function

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 45

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

MissionA general objective visionary often unwritten andvery open-ended without any time limit for achievement

Strategic ndash high level goals support mission Operational ndash effectiveness and efficiency Reporting ndash reliability Compliance ndash with applicable laws

COSO model

Profitability Market share Growth Cash flow Customer satisfaction Quality Added value

Corporate objectives

Objective setting and riskStrategic objectives and mission will influence riskmanagement

However businesses should also determine riskappetite (willingness to take risks) and riskstrategy

These in turn should influence business objectivesBusinesses should take a portfolio view of riskslooking at relevant risks over the whole organisation

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 46

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 29: 2015 bpp p1 passcards

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board membershipCompanies need to consider optimumsize balance of executive and non-executive directors and diversity ofmembership

Division of responsibilitiesNo one individual should have unfettered control Ideally chairman andchief executive should be different people if not there should be a strongindependent element on the board with a recognised senior member

Board committeesBoard committees supervise specificareas doesnt absolve main boardfrom overall responsibilities Keycommittees

Nomination (this chapter)

Audit (Chapter 8)

Remuneration (this chapter)

Risk management (Chapter 5)

Strategic development

Investment analysis

Risk management

Recommendations toboard committees

Control systemsenforcement

Responsibilities of CEO

Running board

Accurate board information

Shareholder communication(Chairmans Statement)

New director induction

Board appraisal

Board development

Signing off accounts

Responsibilities of chairman

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 24

3 Corporate governance practice and reportingPage 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Number of NEDsUSAUK ndash Independent NEDs at least half of boardothers ndash sufficient for views to carry weight

Independence of NEDs No businessfinancialother connection No share optionspensions Appointment for specified term Ability to take independent advice

Advantages of NEDs

External experience and knowledgeWider perspectiveComfort for investorsConfidantenablerBoard members but objective

Disadvantages of NEDs

IndependenceRestricted recruitmentDifficult to impose viewsCanrsquot prevent problemsLimited time

Non-executive directors (NEDs)NEDs have no executive (managerial) responsibilitiesThey should provide balance and help to reduceconflict between executive directors and shareholdersMajority of NEDs should be independent

Role Strategy Scrutiny

Risk management Board personnel

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Service contractsIf service contracts are too long premature terminationmay mean significant payments Service contractsshouldnt be gt12 months normally

Remuneration committeeCommittee of independent NEDs determining

Remuneration policy Specific remuneration packages

PrinciplesUKs Greenbury committee suggests

Directors remuneration set by independent boardmembers

Bonuses related to measurable performanceenhancedlong-term shareholder value

Full transparency in annual accounts

Remuneration statementConsider and disclose

Remuneration policy Arrangements for individual directorsConsider allowing members to vote onremuneration statement in accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 26

3 Corporate governance practice and reportingPage 27

Elements of remuneration packageBasic salary ndash in contract of employment

Performance-related bonuses ndash limited possiblyto maximum of pay shouldnt be given fortransactions or if excessive risks taken

Shares ndash granted on condition cant be sold

Share options ndash purchased at specified exerciseprice encouragement to improve companysperformance and hence share prices options(and shares) to be held for certain length of time

Benefits-in-kind ndash is cost excessive and howcomparable are they with what employees aregiven

Pensions ndash best practice to make only basicsalary pensionable

Need to attract and retain directors Interests of stakeholders Weighting and phasing of different parts of package Directormanager differentials Impact of directormanager resigning Performance measures

Factors affecting remuneration levels

Variety of financialnon-financial measures Focus on current not historic performance Avoid short-termism Reward individual effort

Performance measures

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 27

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Relationships with stakeholdersOECD stresses role of

Employees Creditors Suppliers Investors Government

Position of stakeholders should be

Protected by law Enhanced by participation (eg employees share

ownership profit-sharing arrangements seat onboard)

Relationships with shareholdersDirectors should be required to submit to regular re-election (every yearevery three years) Boards shouldconsider relationships with all shareholders particularlyinstitutional shareholders Annual general meetings nor-mal part of calendar other general meetings discussissues of immediateserious concern

Proxy votingMyners report recommends

Clear agreements between beneficial ownersand investment managers

Stock lending shouldnt happen Electronic voting Poll (including proxies) for all resolutions

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 28

3 Corporate governance practice and reportingPage 29

Annual general meetings

Notice gt 20 daysbefore

Businesspresentation

Question andanswer sessions

Shareholders vote onsubstantiallyseparate issues

Shareholders vote onreport and accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 29

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board composition directors NEDs evaluationof board performance

Committee reports Relations with auditors and shareholders Review of internal controls Going concern Sustainability reporting Business review

Major disclosuresReportingLondon Stock Exchange requires

Narrative statement of how principles in UKCorporate Governance Code have been applied

Statement of compliancedetails of reasons fornon-compliance

Voluntary disclosuresDisclosures above statutorybest practice minimumDisclosures should follow certain principles

Planned process Transparency in disclosures made Consultation with users All relevant information considered Disclosures subject to review

Wider information provision Different forms of information Greater assurance about management Reflect investor interests

Benefits

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 30

4 Internal control systems

Topic List

Control systems

Nature of risks

Control framework

Control limitations

Enterprise risk management

Assessment of systems

In this chapter we look at the key elements of soundcontrol systems The overall environment and ethos oforganisation is as important as the specific proceduresThe risks organisations face should have a significantimpact upon the control frameworks they adoptYou mayneed to assess the effectiveness of control systems andthe difficulties of implementing sound systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 31

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Internal management control

Cybernetic control system

Management planning organising and directing sothat organisational objectives are achievedTurnbull report listed key aims Facilitate effective and efficient operation Ensure quality of reporting Ensure compliance with laws and regulations

Process of control within system

Identification of system objectives Setting targets for system objectives Measuring system achievementsoutputs Comparing achievements with targets Identifying corrective action Implementing corrective action

Embedded in operations Form part of culture Capable of quick response

Characteristics of control systems

Ease of targetachievement

Qualitativequantitativemeasures

Shortlong-termmeasures

Consistency ofmeasures

Managementintervention

Automatic controlmechanisms

Reliance on socialrelationships

Features of control systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 32

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 33

Risk classificationRisks can be classified in various waysFundamental ndash affects society in generalParticular ndash individual in controlSpeculative ndash good or bad consequencesPure ndash only outcomes harmful

Risk and uncertaintyUncertainty means possible outcomes andor chancesof each occurring are unknown

Risk and corporate governanceCorporate governance reports aim to addressshareholder concerns that directors are notachieving adequate returns for risks incurred andprovide mechanisms for controlling directors whoare taking excessive risks Directors responsibilityfor monitoring and disclosing risk management isstressed

Predictability of cash flows Limitation of effects of bad events Increased shareholder confidence Weigh costs

Benefits of risk management

Risk and returnBusinesses have to take some risks to trade(entrepreneurship) Businesses may tolerate higherrisk levels provided they receive higher returns

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 33

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

CONTROL FRAMEWORK

Control activitiesControl environment

Orderly conduct of business Adherence to internal policies and laws Safeguarding assets Preventiondetection of fraud Accuracycompleteness of accounting records Quality of information and reporting

Purposes

Objectives

Natureextent ofrisks

Acceptable risks

Likelihood risksmaterialise

Ability to reducerisks

Costsbenefits ofcontrols

Changes in riskconditions

Control systems and risks

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 34

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 35

Costs gt benefits Human errorFraud Employee collusion

Managementbypass

Designed for routinetransactions

Depend on methodof data processing

LIMITATIONS OF CONTROLS

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 35

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Enterprise risk management (ERM)ERM is framework suggested by COSO for dealingwith risk It is a fundamental process operated atorganisation level that helps staff understand risksresponsibilities and authority levels ERM should

Apply in strategy setting Apply in all areas and over whole organisation Identify events affecting entity Manage risk according to risk appetite Provide reasonable assurance Support organisational objectives

Align risk appetite and strategy Link growth risk and return Choose best risk response Minimise surprises and losses Manage risks over whole organisation Allows organisation to seize opportunities

ERM benefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 36

4 Internal control systemsPage 37

Internal EnvironmentObjective Setting

Event IdentificationRisk AssessmentRisk Response

Control ActivitiesInformation amp Communication

Monitoring

STRATEGIC

OPERATIONS

REPORTING

COMPLIANCE

ENTITY LEVELDIVISION

BUSINESS UNITSUBSIDIARY

COSOs Enterprise Risk Management framework

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 37

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Objectives Risk links Compatibility Control mixHuman

resources

Framework Review Information

ASSESSMENT

Feedback Costsbenefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 38

5 Risk attitudes and internal environment

Topic List

Risk attributes

Stakeholders and risk

Internal environment

Risk management responsibilities

Objective setting

This chapter covers the underlying factors that helpdetermine how organisations respond to the risks theyface These factors include attitudes to risk theenvironment and culture and the organisational structureincluding responsibilities for dealing with risks

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 39

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Emotional satisfaction

Risk-averse or risk-seeking

Riskreturn

Size Structure Development Past experience Focus on avoiding

risk

Organisational influences

Shareholder requirements

Personal views

Risk attributes

National influences Government protection

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 40

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

5 Risk attitudes and internal environment Page 41

RISK

CONCERNS

Dividend impact Capital gain impact Dependent on their risk appetitediversification Threat to repayment Security imposed Threat of other debts Job threats Health and safety worries Ability to take action Losses on sales Unwilling credit suppliers Disruption of relationships Delivery failures Lack of value Poor quality Poor employment policies Adverse impact on the environment

Debt providers

Wider community

Suppliers

Shareholders

Employees

Customers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 41

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Internalcontrol environmentThe control environment is the attitude awareness andactions of management in relation to internal controls providing the background for the operation of other controls

Risk management philosophy Risk appetite Integrity Ethics Organisational environment

Risk environment

Managements philosophy and operating style Control culture Organisational structure Methods of imposing control Integrity ethical values and competence

Elements of internal environment

Clear risk management strategies Culturecode of conductHRMreward systems support

objectives and risk limitation Senior management commitment to competence

integrity and trust Clear authority and responsibility Communication procedures Staff have knowledge skills and tools

Strong internal environment

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 42

5 Risk attitudes and internal environment Page 43

Embedding risk awarenessRisk assessment should evolve into a consistent activityembedded across all processes focus on

Threats to shareholdersstakeholders (future growthopportunitiescore business)

Consistent action-orientated risk assessment

Internal communications programme Training Involvement in risk identification Incentives Key personnel persuasion Infrastructure support

Changing risk culture Definitions and objectives Regulatory requirements Links to strategic decision-making Key areas Risk classification Risk responsibilities Important controls Assurance reporting Training

Risk policy statement

Risk registerFormal collection of risk and response informationRegister lists and prioritises risks and specifiesresponsible individuals and action taken

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 43

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Board

Senior managers

Internal audit

External audit

Line managers

Staff

Determines risk management strategy and monitors overall risks setsand reviews internal control

Build on overall framework specifying risk management methods andco-ordinate responses may staff risk management group

Audit risk management processkey risk area controls

Audit risk areas that impact materially on financial statements

Identify and evaluate risks in their areas use performanceindicators for monitoring implement responses

Follow risk management procedures have good understandingreport dangers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 44

5 Risk attitudes and internal environment Page 45

Risk committeeCommittee of directors separate from auditcommittee responsible for monitoring andsupervising risk identification and management

Can be staffed by executive directors Allows audit committee to concentrate on

financial risks

Risk management personnelRisk specialist ndash consultant called in to advise on particularaspects of risk management

Risk manager ndash employee with specific responsibility fordealing appropriately with risks

Risk management function ndash employees in largerorganisations

Determine risk managementstrategypolicy

Review reports on risk Monitor overall exposure Monitor changes in circumstances Assess effectiveness of RM systems Review statement on internal control

Role of RM committee

Helping determine risk management strategies Champions of risk management Building risk awareness culture Establishing risk policy and structures Developing and reviewing risk management processes Co-ordinating functional responses Preparing report for boardshareholders

Role of RM function

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 45

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

MissionA general objective visionary often unwritten andvery open-ended without any time limit for achievement

Strategic ndash high level goals support mission Operational ndash effectiveness and efficiency Reporting ndash reliability Compliance ndash with applicable laws

COSO model

Profitability Market share Growth Cash flow Customer satisfaction Quality Added value

Corporate objectives

Objective setting and riskStrategic objectives and mission will influence riskmanagement

However businesses should also determine riskappetite (willingness to take risks) and riskstrategy

These in turn should influence business objectivesBusinesses should take a portfolio view of riskslooking at relevant risks over the whole organisation

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 46

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 30: 2015 bpp p1 passcards

3 Corporate governance practice and reportingPage 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Number of NEDsUSAUK ndash Independent NEDs at least half of boardothers ndash sufficient for views to carry weight

Independence of NEDs No businessfinancialother connection No share optionspensions Appointment for specified term Ability to take independent advice

Advantages of NEDs

External experience and knowledgeWider perspectiveComfort for investorsConfidantenablerBoard members but objective

Disadvantages of NEDs

IndependenceRestricted recruitmentDifficult to impose viewsCanrsquot prevent problemsLimited time

Non-executive directors (NEDs)NEDs have no executive (managerial) responsibilitiesThey should provide balance and help to reduceconflict between executive directors and shareholdersMajority of NEDs should be independent

Role Strategy Scrutiny

Risk management Board personnel

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 25

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Service contractsIf service contracts are too long premature terminationmay mean significant payments Service contractsshouldnt be gt12 months normally

Remuneration committeeCommittee of independent NEDs determining

Remuneration policy Specific remuneration packages

PrinciplesUKs Greenbury committee suggests

Directors remuneration set by independent boardmembers

Bonuses related to measurable performanceenhancedlong-term shareholder value

Full transparency in annual accounts

Remuneration statementConsider and disclose

Remuneration policy Arrangements for individual directorsConsider allowing members to vote onremuneration statement in accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 26

3 Corporate governance practice and reportingPage 27

Elements of remuneration packageBasic salary ndash in contract of employment

Performance-related bonuses ndash limited possiblyto maximum of pay shouldnt be given fortransactions or if excessive risks taken

Shares ndash granted on condition cant be sold

Share options ndash purchased at specified exerciseprice encouragement to improve companysperformance and hence share prices options(and shares) to be held for certain length of time

Benefits-in-kind ndash is cost excessive and howcomparable are they with what employees aregiven

Pensions ndash best practice to make only basicsalary pensionable

Need to attract and retain directors Interests of stakeholders Weighting and phasing of different parts of package Directormanager differentials Impact of directormanager resigning Performance measures

Factors affecting remuneration levels

Variety of financialnon-financial measures Focus on current not historic performance Avoid short-termism Reward individual effort

Performance measures

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 27

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Relationships with stakeholdersOECD stresses role of

Employees Creditors Suppliers Investors Government

Position of stakeholders should be

Protected by law Enhanced by participation (eg employees share

ownership profit-sharing arrangements seat onboard)

Relationships with shareholdersDirectors should be required to submit to regular re-election (every yearevery three years) Boards shouldconsider relationships with all shareholders particularlyinstitutional shareholders Annual general meetings nor-mal part of calendar other general meetings discussissues of immediateserious concern

Proxy votingMyners report recommends

Clear agreements between beneficial ownersand investment managers

Stock lending shouldnt happen Electronic voting Poll (including proxies) for all resolutions

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 28

3 Corporate governance practice and reportingPage 29

Annual general meetings

Notice gt 20 daysbefore

Businesspresentation

Question andanswer sessions

Shareholders vote onsubstantiallyseparate issues

Shareholders vote onreport and accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 29

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board composition directors NEDs evaluationof board performance

Committee reports Relations with auditors and shareholders Review of internal controls Going concern Sustainability reporting Business review

Major disclosuresReportingLondon Stock Exchange requires

Narrative statement of how principles in UKCorporate Governance Code have been applied

Statement of compliancedetails of reasons fornon-compliance

Voluntary disclosuresDisclosures above statutorybest practice minimumDisclosures should follow certain principles

Planned process Transparency in disclosures made Consultation with users All relevant information considered Disclosures subject to review

Wider information provision Different forms of information Greater assurance about management Reflect investor interests

Benefits

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 30

4 Internal control systems

Topic List

Control systems

Nature of risks

Control framework

Control limitations

Enterprise risk management

Assessment of systems

In this chapter we look at the key elements of soundcontrol systems The overall environment and ethos oforganisation is as important as the specific proceduresThe risks organisations face should have a significantimpact upon the control frameworks they adoptYou mayneed to assess the effectiveness of control systems andthe difficulties of implementing sound systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 31

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Internal management control

Cybernetic control system

Management planning organising and directing sothat organisational objectives are achievedTurnbull report listed key aims Facilitate effective and efficient operation Ensure quality of reporting Ensure compliance with laws and regulations

Process of control within system

Identification of system objectives Setting targets for system objectives Measuring system achievementsoutputs Comparing achievements with targets Identifying corrective action Implementing corrective action

Embedded in operations Form part of culture Capable of quick response

Characteristics of control systems

Ease of targetachievement

Qualitativequantitativemeasures

Shortlong-termmeasures

Consistency ofmeasures

Managementintervention

Automatic controlmechanisms

Reliance on socialrelationships

Features of control systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 32

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 33

Risk classificationRisks can be classified in various waysFundamental ndash affects society in generalParticular ndash individual in controlSpeculative ndash good or bad consequencesPure ndash only outcomes harmful

Risk and uncertaintyUncertainty means possible outcomes andor chancesof each occurring are unknown

Risk and corporate governanceCorporate governance reports aim to addressshareholder concerns that directors are notachieving adequate returns for risks incurred andprovide mechanisms for controlling directors whoare taking excessive risks Directors responsibilityfor monitoring and disclosing risk management isstressed

Predictability of cash flows Limitation of effects of bad events Increased shareholder confidence Weigh costs

Benefits of risk management

Risk and returnBusinesses have to take some risks to trade(entrepreneurship) Businesses may tolerate higherrisk levels provided they receive higher returns

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 33

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

CONTROL FRAMEWORK

Control activitiesControl environment

Orderly conduct of business Adherence to internal policies and laws Safeguarding assets Preventiondetection of fraud Accuracycompleteness of accounting records Quality of information and reporting

Purposes

Objectives

Natureextent ofrisks

Acceptable risks

Likelihood risksmaterialise

Ability to reducerisks

Costsbenefits ofcontrols

Changes in riskconditions

Control systems and risks

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 34

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 35

Costs gt benefits Human errorFraud Employee collusion

Managementbypass

Designed for routinetransactions

Depend on methodof data processing

LIMITATIONS OF CONTROLS

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 35

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Enterprise risk management (ERM)ERM is framework suggested by COSO for dealingwith risk It is a fundamental process operated atorganisation level that helps staff understand risksresponsibilities and authority levels ERM should

Apply in strategy setting Apply in all areas and over whole organisation Identify events affecting entity Manage risk according to risk appetite Provide reasonable assurance Support organisational objectives

Align risk appetite and strategy Link growth risk and return Choose best risk response Minimise surprises and losses Manage risks over whole organisation Allows organisation to seize opportunities

ERM benefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 36

4 Internal control systemsPage 37

Internal EnvironmentObjective Setting

Event IdentificationRisk AssessmentRisk Response

Control ActivitiesInformation amp Communication

Monitoring

STRATEGIC

OPERATIONS

REPORTING

COMPLIANCE

ENTITY LEVELDIVISION

BUSINESS UNITSUBSIDIARY

COSOs Enterprise Risk Management framework

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 37

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Objectives Risk links Compatibility Control mixHuman

resources

Framework Review Information

ASSESSMENT

Feedback Costsbenefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 38

5 Risk attitudes and internal environment

Topic List

Risk attributes

Stakeholders and risk

Internal environment

Risk management responsibilities

Objective setting

This chapter covers the underlying factors that helpdetermine how organisations respond to the risks theyface These factors include attitudes to risk theenvironment and culture and the organisational structureincluding responsibilities for dealing with risks

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 39

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Emotional satisfaction

Risk-averse or risk-seeking

Riskreturn

Size Structure Development Past experience Focus on avoiding

risk

Organisational influences

Shareholder requirements

Personal views

Risk attributes

National influences Government protection

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 40

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

5 Risk attitudes and internal environment Page 41

RISK

CONCERNS

Dividend impact Capital gain impact Dependent on their risk appetitediversification Threat to repayment Security imposed Threat of other debts Job threats Health and safety worries Ability to take action Losses on sales Unwilling credit suppliers Disruption of relationships Delivery failures Lack of value Poor quality Poor employment policies Adverse impact on the environment

Debt providers

Wider community

Suppliers

Shareholders

Employees

Customers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 41

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Internalcontrol environmentThe control environment is the attitude awareness andactions of management in relation to internal controls providing the background for the operation of other controls

Risk management philosophy Risk appetite Integrity Ethics Organisational environment

Risk environment

Managements philosophy and operating style Control culture Organisational structure Methods of imposing control Integrity ethical values and competence

Elements of internal environment

Clear risk management strategies Culturecode of conductHRMreward systems support

objectives and risk limitation Senior management commitment to competence

integrity and trust Clear authority and responsibility Communication procedures Staff have knowledge skills and tools

Strong internal environment

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 42

5 Risk attitudes and internal environment Page 43

Embedding risk awarenessRisk assessment should evolve into a consistent activityembedded across all processes focus on

Threats to shareholdersstakeholders (future growthopportunitiescore business)

Consistent action-orientated risk assessment

Internal communications programme Training Involvement in risk identification Incentives Key personnel persuasion Infrastructure support

Changing risk culture Definitions and objectives Regulatory requirements Links to strategic decision-making Key areas Risk classification Risk responsibilities Important controls Assurance reporting Training

Risk policy statement

Risk registerFormal collection of risk and response informationRegister lists and prioritises risks and specifiesresponsible individuals and action taken

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 43

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Board

Senior managers

Internal audit

External audit

Line managers

Staff

Determines risk management strategy and monitors overall risks setsand reviews internal control

Build on overall framework specifying risk management methods andco-ordinate responses may staff risk management group

Audit risk management processkey risk area controls

Audit risk areas that impact materially on financial statements

Identify and evaluate risks in their areas use performanceindicators for monitoring implement responses

Follow risk management procedures have good understandingreport dangers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 44

5 Risk attitudes and internal environment Page 45

Risk committeeCommittee of directors separate from auditcommittee responsible for monitoring andsupervising risk identification and management

Can be staffed by executive directors Allows audit committee to concentrate on

financial risks

Risk management personnelRisk specialist ndash consultant called in to advise on particularaspects of risk management

Risk manager ndash employee with specific responsibility fordealing appropriately with risks

Risk management function ndash employees in largerorganisations

Determine risk managementstrategypolicy

Review reports on risk Monitor overall exposure Monitor changes in circumstances Assess effectiveness of RM systems Review statement on internal control

Role of RM committee

Helping determine risk management strategies Champions of risk management Building risk awareness culture Establishing risk policy and structures Developing and reviewing risk management processes Co-ordinating functional responses Preparing report for boardshareholders

Role of RM function

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 45

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

MissionA general objective visionary often unwritten andvery open-ended without any time limit for achievement

Strategic ndash high level goals support mission Operational ndash effectiveness and efficiency Reporting ndash reliability Compliance ndash with applicable laws

COSO model

Profitability Market share Growth Cash flow Customer satisfaction Quality Added value

Corporate objectives

Objective setting and riskStrategic objectives and mission will influence riskmanagement

However businesses should also determine riskappetite (willingness to take risks) and riskstrategy

These in turn should influence business objectivesBusinesses should take a portfolio view of riskslooking at relevant risks over the whole organisation

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 46

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 31: 2015 bpp p1 passcards

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Service contractsIf service contracts are too long premature terminationmay mean significant payments Service contractsshouldnt be gt12 months normally

Remuneration committeeCommittee of independent NEDs determining

Remuneration policy Specific remuneration packages

PrinciplesUKs Greenbury committee suggests

Directors remuneration set by independent boardmembers

Bonuses related to measurable performanceenhancedlong-term shareholder value

Full transparency in annual accounts

Remuneration statementConsider and disclose

Remuneration policy Arrangements for individual directorsConsider allowing members to vote onremuneration statement in accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 26

3 Corporate governance practice and reportingPage 27

Elements of remuneration packageBasic salary ndash in contract of employment

Performance-related bonuses ndash limited possiblyto maximum of pay shouldnt be given fortransactions or if excessive risks taken

Shares ndash granted on condition cant be sold

Share options ndash purchased at specified exerciseprice encouragement to improve companysperformance and hence share prices options(and shares) to be held for certain length of time

Benefits-in-kind ndash is cost excessive and howcomparable are they with what employees aregiven

Pensions ndash best practice to make only basicsalary pensionable

Need to attract and retain directors Interests of stakeholders Weighting and phasing of different parts of package Directormanager differentials Impact of directormanager resigning Performance measures

Factors affecting remuneration levels

Variety of financialnon-financial measures Focus on current not historic performance Avoid short-termism Reward individual effort

Performance measures

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 27

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Relationships with stakeholdersOECD stresses role of

Employees Creditors Suppliers Investors Government

Position of stakeholders should be

Protected by law Enhanced by participation (eg employees share

ownership profit-sharing arrangements seat onboard)

Relationships with shareholdersDirectors should be required to submit to regular re-election (every yearevery three years) Boards shouldconsider relationships with all shareholders particularlyinstitutional shareholders Annual general meetings nor-mal part of calendar other general meetings discussissues of immediateserious concern

Proxy votingMyners report recommends

Clear agreements between beneficial ownersand investment managers

Stock lending shouldnt happen Electronic voting Poll (including proxies) for all resolutions

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 28

3 Corporate governance practice and reportingPage 29

Annual general meetings

Notice gt 20 daysbefore

Businesspresentation

Question andanswer sessions

Shareholders vote onsubstantiallyseparate issues

Shareholders vote onreport and accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 29

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board composition directors NEDs evaluationof board performance

Committee reports Relations with auditors and shareholders Review of internal controls Going concern Sustainability reporting Business review

Major disclosuresReportingLondon Stock Exchange requires

Narrative statement of how principles in UKCorporate Governance Code have been applied

Statement of compliancedetails of reasons fornon-compliance

Voluntary disclosuresDisclosures above statutorybest practice minimumDisclosures should follow certain principles

Planned process Transparency in disclosures made Consultation with users All relevant information considered Disclosures subject to review

Wider information provision Different forms of information Greater assurance about management Reflect investor interests

Benefits

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 30

4 Internal control systems

Topic List

Control systems

Nature of risks

Control framework

Control limitations

Enterprise risk management

Assessment of systems

In this chapter we look at the key elements of soundcontrol systems The overall environment and ethos oforganisation is as important as the specific proceduresThe risks organisations face should have a significantimpact upon the control frameworks they adoptYou mayneed to assess the effectiveness of control systems andthe difficulties of implementing sound systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 31

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Internal management control

Cybernetic control system

Management planning organising and directing sothat organisational objectives are achievedTurnbull report listed key aims Facilitate effective and efficient operation Ensure quality of reporting Ensure compliance with laws and regulations

Process of control within system

Identification of system objectives Setting targets for system objectives Measuring system achievementsoutputs Comparing achievements with targets Identifying corrective action Implementing corrective action

Embedded in operations Form part of culture Capable of quick response

Characteristics of control systems

Ease of targetachievement

Qualitativequantitativemeasures

Shortlong-termmeasures

Consistency ofmeasures

Managementintervention

Automatic controlmechanisms

Reliance on socialrelationships

Features of control systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 32

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 33

Risk classificationRisks can be classified in various waysFundamental ndash affects society in generalParticular ndash individual in controlSpeculative ndash good or bad consequencesPure ndash only outcomes harmful

Risk and uncertaintyUncertainty means possible outcomes andor chancesof each occurring are unknown

Risk and corporate governanceCorporate governance reports aim to addressshareholder concerns that directors are notachieving adequate returns for risks incurred andprovide mechanisms for controlling directors whoare taking excessive risks Directors responsibilityfor monitoring and disclosing risk management isstressed

Predictability of cash flows Limitation of effects of bad events Increased shareholder confidence Weigh costs

Benefits of risk management

Risk and returnBusinesses have to take some risks to trade(entrepreneurship) Businesses may tolerate higherrisk levels provided they receive higher returns

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 33

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

CONTROL FRAMEWORK

Control activitiesControl environment

Orderly conduct of business Adherence to internal policies and laws Safeguarding assets Preventiondetection of fraud Accuracycompleteness of accounting records Quality of information and reporting

Purposes

Objectives

Natureextent ofrisks

Acceptable risks

Likelihood risksmaterialise

Ability to reducerisks

Costsbenefits ofcontrols

Changes in riskconditions

Control systems and risks

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 34

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 35

Costs gt benefits Human errorFraud Employee collusion

Managementbypass

Designed for routinetransactions

Depend on methodof data processing

LIMITATIONS OF CONTROLS

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 35

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Enterprise risk management (ERM)ERM is framework suggested by COSO for dealingwith risk It is a fundamental process operated atorganisation level that helps staff understand risksresponsibilities and authority levels ERM should

Apply in strategy setting Apply in all areas and over whole organisation Identify events affecting entity Manage risk according to risk appetite Provide reasonable assurance Support organisational objectives

Align risk appetite and strategy Link growth risk and return Choose best risk response Minimise surprises and losses Manage risks over whole organisation Allows organisation to seize opportunities

ERM benefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 36

4 Internal control systemsPage 37

Internal EnvironmentObjective Setting

Event IdentificationRisk AssessmentRisk Response

Control ActivitiesInformation amp Communication

Monitoring

STRATEGIC

OPERATIONS

REPORTING

COMPLIANCE

ENTITY LEVELDIVISION

BUSINESS UNITSUBSIDIARY

COSOs Enterprise Risk Management framework

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 37

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Objectives Risk links Compatibility Control mixHuman

resources

Framework Review Information

ASSESSMENT

Feedback Costsbenefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 38

5 Risk attitudes and internal environment

Topic List

Risk attributes

Stakeholders and risk

Internal environment

Risk management responsibilities

Objective setting

This chapter covers the underlying factors that helpdetermine how organisations respond to the risks theyface These factors include attitudes to risk theenvironment and culture and the organisational structureincluding responsibilities for dealing with risks

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 39

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Emotional satisfaction

Risk-averse or risk-seeking

Riskreturn

Size Structure Development Past experience Focus on avoiding

risk

Organisational influences

Shareholder requirements

Personal views

Risk attributes

National influences Government protection

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 40

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

5 Risk attitudes and internal environment Page 41

RISK

CONCERNS

Dividend impact Capital gain impact Dependent on their risk appetitediversification Threat to repayment Security imposed Threat of other debts Job threats Health and safety worries Ability to take action Losses on sales Unwilling credit suppliers Disruption of relationships Delivery failures Lack of value Poor quality Poor employment policies Adverse impact on the environment

Debt providers

Wider community

Suppliers

Shareholders

Employees

Customers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 41

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Internalcontrol environmentThe control environment is the attitude awareness andactions of management in relation to internal controls providing the background for the operation of other controls

Risk management philosophy Risk appetite Integrity Ethics Organisational environment

Risk environment

Managements philosophy and operating style Control culture Organisational structure Methods of imposing control Integrity ethical values and competence

Elements of internal environment

Clear risk management strategies Culturecode of conductHRMreward systems support

objectives and risk limitation Senior management commitment to competence

integrity and trust Clear authority and responsibility Communication procedures Staff have knowledge skills and tools

Strong internal environment

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 42

5 Risk attitudes and internal environment Page 43

Embedding risk awarenessRisk assessment should evolve into a consistent activityembedded across all processes focus on

Threats to shareholdersstakeholders (future growthopportunitiescore business)

Consistent action-orientated risk assessment

Internal communications programme Training Involvement in risk identification Incentives Key personnel persuasion Infrastructure support

Changing risk culture Definitions and objectives Regulatory requirements Links to strategic decision-making Key areas Risk classification Risk responsibilities Important controls Assurance reporting Training

Risk policy statement

Risk registerFormal collection of risk and response informationRegister lists and prioritises risks and specifiesresponsible individuals and action taken

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 43

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Board

Senior managers

Internal audit

External audit

Line managers

Staff

Determines risk management strategy and monitors overall risks setsand reviews internal control

Build on overall framework specifying risk management methods andco-ordinate responses may staff risk management group

Audit risk management processkey risk area controls

Audit risk areas that impact materially on financial statements

Identify and evaluate risks in their areas use performanceindicators for monitoring implement responses

Follow risk management procedures have good understandingreport dangers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 44

5 Risk attitudes and internal environment Page 45

Risk committeeCommittee of directors separate from auditcommittee responsible for monitoring andsupervising risk identification and management

Can be staffed by executive directors Allows audit committee to concentrate on

financial risks

Risk management personnelRisk specialist ndash consultant called in to advise on particularaspects of risk management

Risk manager ndash employee with specific responsibility fordealing appropriately with risks

Risk management function ndash employees in largerorganisations

Determine risk managementstrategypolicy

Review reports on risk Monitor overall exposure Monitor changes in circumstances Assess effectiveness of RM systems Review statement on internal control

Role of RM committee

Helping determine risk management strategies Champions of risk management Building risk awareness culture Establishing risk policy and structures Developing and reviewing risk management processes Co-ordinating functional responses Preparing report for boardshareholders

Role of RM function

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 45

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

MissionA general objective visionary often unwritten andvery open-ended without any time limit for achievement

Strategic ndash high level goals support mission Operational ndash effectiveness and efficiency Reporting ndash reliability Compliance ndash with applicable laws

COSO model

Profitability Market share Growth Cash flow Customer satisfaction Quality Added value

Corporate objectives

Objective setting and riskStrategic objectives and mission will influence riskmanagement

However businesses should also determine riskappetite (willingness to take risks) and riskstrategy

These in turn should influence business objectivesBusinesses should take a portfolio view of riskslooking at relevant risks over the whole organisation

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 46

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 32: 2015 bpp p1 passcards

3 Corporate governance practice and reportingPage 27

Elements of remuneration packageBasic salary ndash in contract of employment

Performance-related bonuses ndash limited possiblyto maximum of pay shouldnt be given fortransactions or if excessive risks taken

Shares ndash granted on condition cant be sold

Share options ndash purchased at specified exerciseprice encouragement to improve companysperformance and hence share prices options(and shares) to be held for certain length of time

Benefits-in-kind ndash is cost excessive and howcomparable are they with what employees aregiven

Pensions ndash best practice to make only basicsalary pensionable

Need to attract and retain directors Interests of stakeholders Weighting and phasing of different parts of package Directormanager differentials Impact of directormanager resigning Performance measures

Factors affecting remuneration levels

Variety of financialnon-financial measures Focus on current not historic performance Avoid short-termism Reward individual effort

Performance measures

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 27

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Relationships with stakeholdersOECD stresses role of

Employees Creditors Suppliers Investors Government

Position of stakeholders should be

Protected by law Enhanced by participation (eg employees share

ownership profit-sharing arrangements seat onboard)

Relationships with shareholdersDirectors should be required to submit to regular re-election (every yearevery three years) Boards shouldconsider relationships with all shareholders particularlyinstitutional shareholders Annual general meetings nor-mal part of calendar other general meetings discussissues of immediateserious concern

Proxy votingMyners report recommends

Clear agreements between beneficial ownersand investment managers

Stock lending shouldnt happen Electronic voting Poll (including proxies) for all resolutions

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 28

3 Corporate governance practice and reportingPage 29

Annual general meetings

Notice gt 20 daysbefore

Businesspresentation

Question andanswer sessions

Shareholders vote onsubstantiallyseparate issues

Shareholders vote onreport and accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 29

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board composition directors NEDs evaluationof board performance

Committee reports Relations with auditors and shareholders Review of internal controls Going concern Sustainability reporting Business review

Major disclosuresReportingLondon Stock Exchange requires

Narrative statement of how principles in UKCorporate Governance Code have been applied

Statement of compliancedetails of reasons fornon-compliance

Voluntary disclosuresDisclosures above statutorybest practice minimumDisclosures should follow certain principles

Planned process Transparency in disclosures made Consultation with users All relevant information considered Disclosures subject to review

Wider information provision Different forms of information Greater assurance about management Reflect investor interests

Benefits

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 30

4 Internal control systems

Topic List

Control systems

Nature of risks

Control framework

Control limitations

Enterprise risk management

Assessment of systems

In this chapter we look at the key elements of soundcontrol systems The overall environment and ethos oforganisation is as important as the specific proceduresThe risks organisations face should have a significantimpact upon the control frameworks they adoptYou mayneed to assess the effectiveness of control systems andthe difficulties of implementing sound systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 31

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Internal management control

Cybernetic control system

Management planning organising and directing sothat organisational objectives are achievedTurnbull report listed key aims Facilitate effective and efficient operation Ensure quality of reporting Ensure compliance with laws and regulations

Process of control within system

Identification of system objectives Setting targets for system objectives Measuring system achievementsoutputs Comparing achievements with targets Identifying corrective action Implementing corrective action

Embedded in operations Form part of culture Capable of quick response

Characteristics of control systems

Ease of targetachievement

Qualitativequantitativemeasures

Shortlong-termmeasures

Consistency ofmeasures

Managementintervention

Automatic controlmechanisms

Reliance on socialrelationships

Features of control systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 32

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 33

Risk classificationRisks can be classified in various waysFundamental ndash affects society in generalParticular ndash individual in controlSpeculative ndash good or bad consequencesPure ndash only outcomes harmful

Risk and uncertaintyUncertainty means possible outcomes andor chancesof each occurring are unknown

Risk and corporate governanceCorporate governance reports aim to addressshareholder concerns that directors are notachieving adequate returns for risks incurred andprovide mechanisms for controlling directors whoare taking excessive risks Directors responsibilityfor monitoring and disclosing risk management isstressed

Predictability of cash flows Limitation of effects of bad events Increased shareholder confidence Weigh costs

Benefits of risk management

Risk and returnBusinesses have to take some risks to trade(entrepreneurship) Businesses may tolerate higherrisk levels provided they receive higher returns

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 33

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

CONTROL FRAMEWORK

Control activitiesControl environment

Orderly conduct of business Adherence to internal policies and laws Safeguarding assets Preventiondetection of fraud Accuracycompleteness of accounting records Quality of information and reporting

Purposes

Objectives

Natureextent ofrisks

Acceptable risks

Likelihood risksmaterialise

Ability to reducerisks

Costsbenefits ofcontrols

Changes in riskconditions

Control systems and risks

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 34

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 35

Costs gt benefits Human errorFraud Employee collusion

Managementbypass

Designed for routinetransactions

Depend on methodof data processing

LIMITATIONS OF CONTROLS

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 35

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Enterprise risk management (ERM)ERM is framework suggested by COSO for dealingwith risk It is a fundamental process operated atorganisation level that helps staff understand risksresponsibilities and authority levels ERM should

Apply in strategy setting Apply in all areas and over whole organisation Identify events affecting entity Manage risk according to risk appetite Provide reasonable assurance Support organisational objectives

Align risk appetite and strategy Link growth risk and return Choose best risk response Minimise surprises and losses Manage risks over whole organisation Allows organisation to seize opportunities

ERM benefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 36

4 Internal control systemsPage 37

Internal EnvironmentObjective Setting

Event IdentificationRisk AssessmentRisk Response

Control ActivitiesInformation amp Communication

Monitoring

STRATEGIC

OPERATIONS

REPORTING

COMPLIANCE

ENTITY LEVELDIVISION

BUSINESS UNITSUBSIDIARY

COSOs Enterprise Risk Management framework

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 37

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Objectives Risk links Compatibility Control mixHuman

resources

Framework Review Information

ASSESSMENT

Feedback Costsbenefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 38

5 Risk attitudes and internal environment

Topic List

Risk attributes

Stakeholders and risk

Internal environment

Risk management responsibilities

Objective setting

This chapter covers the underlying factors that helpdetermine how organisations respond to the risks theyface These factors include attitudes to risk theenvironment and culture and the organisational structureincluding responsibilities for dealing with risks

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 39

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Emotional satisfaction

Risk-averse or risk-seeking

Riskreturn

Size Structure Development Past experience Focus on avoiding

risk

Organisational influences

Shareholder requirements

Personal views

Risk attributes

National influences Government protection

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 40

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

5 Risk attitudes and internal environment Page 41

RISK

CONCERNS

Dividend impact Capital gain impact Dependent on their risk appetitediversification Threat to repayment Security imposed Threat of other debts Job threats Health and safety worries Ability to take action Losses on sales Unwilling credit suppliers Disruption of relationships Delivery failures Lack of value Poor quality Poor employment policies Adverse impact on the environment

Debt providers

Wider community

Suppliers

Shareholders

Employees

Customers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 41

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Internalcontrol environmentThe control environment is the attitude awareness andactions of management in relation to internal controls providing the background for the operation of other controls

Risk management philosophy Risk appetite Integrity Ethics Organisational environment

Risk environment

Managements philosophy and operating style Control culture Organisational structure Methods of imposing control Integrity ethical values and competence

Elements of internal environment

Clear risk management strategies Culturecode of conductHRMreward systems support

objectives and risk limitation Senior management commitment to competence

integrity and trust Clear authority and responsibility Communication procedures Staff have knowledge skills and tools

Strong internal environment

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 42

5 Risk attitudes and internal environment Page 43

Embedding risk awarenessRisk assessment should evolve into a consistent activityembedded across all processes focus on

Threats to shareholdersstakeholders (future growthopportunitiescore business)

Consistent action-orientated risk assessment

Internal communications programme Training Involvement in risk identification Incentives Key personnel persuasion Infrastructure support

Changing risk culture Definitions and objectives Regulatory requirements Links to strategic decision-making Key areas Risk classification Risk responsibilities Important controls Assurance reporting Training

Risk policy statement

Risk registerFormal collection of risk and response informationRegister lists and prioritises risks and specifiesresponsible individuals and action taken

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 43

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Board

Senior managers

Internal audit

External audit

Line managers

Staff

Determines risk management strategy and monitors overall risks setsand reviews internal control

Build on overall framework specifying risk management methods andco-ordinate responses may staff risk management group

Audit risk management processkey risk area controls

Audit risk areas that impact materially on financial statements

Identify and evaluate risks in their areas use performanceindicators for monitoring implement responses

Follow risk management procedures have good understandingreport dangers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 44

5 Risk attitudes and internal environment Page 45

Risk committeeCommittee of directors separate from auditcommittee responsible for monitoring andsupervising risk identification and management

Can be staffed by executive directors Allows audit committee to concentrate on

financial risks

Risk management personnelRisk specialist ndash consultant called in to advise on particularaspects of risk management

Risk manager ndash employee with specific responsibility fordealing appropriately with risks

Risk management function ndash employees in largerorganisations

Determine risk managementstrategypolicy

Review reports on risk Monitor overall exposure Monitor changes in circumstances Assess effectiveness of RM systems Review statement on internal control

Role of RM committee

Helping determine risk management strategies Champions of risk management Building risk awareness culture Establishing risk policy and structures Developing and reviewing risk management processes Co-ordinating functional responses Preparing report for boardshareholders

Role of RM function

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 45

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

MissionA general objective visionary often unwritten andvery open-ended without any time limit for achievement

Strategic ndash high level goals support mission Operational ndash effectiveness and efficiency Reporting ndash reliability Compliance ndash with applicable laws

COSO model

Profitability Market share Growth Cash flow Customer satisfaction Quality Added value

Corporate objectives

Objective setting and riskStrategic objectives and mission will influence riskmanagement

However businesses should also determine riskappetite (willingness to take risks) and riskstrategy

These in turn should influence business objectivesBusinesses should take a portfolio view of riskslooking at relevant risks over the whole organisation

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 46

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 33: 2015 bpp p1 passcards

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Relationships with stakeholdersOECD stresses role of

Employees Creditors Suppliers Investors Government

Position of stakeholders should be

Protected by law Enhanced by participation (eg employees share

ownership profit-sharing arrangements seat onboard)

Relationships with shareholdersDirectors should be required to submit to regular re-election (every yearevery three years) Boards shouldconsider relationships with all shareholders particularlyinstitutional shareholders Annual general meetings nor-mal part of calendar other general meetings discussissues of immediateserious concern

Proxy votingMyners report recommends

Clear agreements between beneficial ownersand investment managers

Stock lending shouldnt happen Electronic voting Poll (including proxies) for all resolutions

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 28

3 Corporate governance practice and reportingPage 29

Annual general meetings

Notice gt 20 daysbefore

Businesspresentation

Question andanswer sessions

Shareholders vote onsubstantiallyseparate issues

Shareholders vote onreport and accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 29

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board composition directors NEDs evaluationof board performance

Committee reports Relations with auditors and shareholders Review of internal controls Going concern Sustainability reporting Business review

Major disclosuresReportingLondon Stock Exchange requires

Narrative statement of how principles in UKCorporate Governance Code have been applied

Statement of compliancedetails of reasons fornon-compliance

Voluntary disclosuresDisclosures above statutorybest practice minimumDisclosures should follow certain principles

Planned process Transparency in disclosures made Consultation with users All relevant information considered Disclosures subject to review

Wider information provision Different forms of information Greater assurance about management Reflect investor interests

Benefits

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 30

4 Internal control systems

Topic List

Control systems

Nature of risks

Control framework

Control limitations

Enterprise risk management

Assessment of systems

In this chapter we look at the key elements of soundcontrol systems The overall environment and ethos oforganisation is as important as the specific proceduresThe risks organisations face should have a significantimpact upon the control frameworks they adoptYou mayneed to assess the effectiveness of control systems andthe difficulties of implementing sound systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 31

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Internal management control

Cybernetic control system

Management planning organising and directing sothat organisational objectives are achievedTurnbull report listed key aims Facilitate effective and efficient operation Ensure quality of reporting Ensure compliance with laws and regulations

Process of control within system

Identification of system objectives Setting targets for system objectives Measuring system achievementsoutputs Comparing achievements with targets Identifying corrective action Implementing corrective action

Embedded in operations Form part of culture Capable of quick response

Characteristics of control systems

Ease of targetachievement

Qualitativequantitativemeasures

Shortlong-termmeasures

Consistency ofmeasures

Managementintervention

Automatic controlmechanisms

Reliance on socialrelationships

Features of control systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 32

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 33

Risk classificationRisks can be classified in various waysFundamental ndash affects society in generalParticular ndash individual in controlSpeculative ndash good or bad consequencesPure ndash only outcomes harmful

Risk and uncertaintyUncertainty means possible outcomes andor chancesof each occurring are unknown

Risk and corporate governanceCorporate governance reports aim to addressshareholder concerns that directors are notachieving adequate returns for risks incurred andprovide mechanisms for controlling directors whoare taking excessive risks Directors responsibilityfor monitoring and disclosing risk management isstressed

Predictability of cash flows Limitation of effects of bad events Increased shareholder confidence Weigh costs

Benefits of risk management

Risk and returnBusinesses have to take some risks to trade(entrepreneurship) Businesses may tolerate higherrisk levels provided they receive higher returns

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 33

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

CONTROL FRAMEWORK

Control activitiesControl environment

Orderly conduct of business Adherence to internal policies and laws Safeguarding assets Preventiondetection of fraud Accuracycompleteness of accounting records Quality of information and reporting

Purposes

Objectives

Natureextent ofrisks

Acceptable risks

Likelihood risksmaterialise

Ability to reducerisks

Costsbenefits ofcontrols

Changes in riskconditions

Control systems and risks

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 34

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 35

Costs gt benefits Human errorFraud Employee collusion

Managementbypass

Designed for routinetransactions

Depend on methodof data processing

LIMITATIONS OF CONTROLS

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 35

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Enterprise risk management (ERM)ERM is framework suggested by COSO for dealingwith risk It is a fundamental process operated atorganisation level that helps staff understand risksresponsibilities and authority levels ERM should

Apply in strategy setting Apply in all areas and over whole organisation Identify events affecting entity Manage risk according to risk appetite Provide reasonable assurance Support organisational objectives

Align risk appetite and strategy Link growth risk and return Choose best risk response Minimise surprises and losses Manage risks over whole organisation Allows organisation to seize opportunities

ERM benefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 36

4 Internal control systemsPage 37

Internal EnvironmentObjective Setting

Event IdentificationRisk AssessmentRisk Response

Control ActivitiesInformation amp Communication

Monitoring

STRATEGIC

OPERATIONS

REPORTING

COMPLIANCE

ENTITY LEVELDIVISION

BUSINESS UNITSUBSIDIARY

COSOs Enterprise Risk Management framework

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 37

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Objectives Risk links Compatibility Control mixHuman

resources

Framework Review Information

ASSESSMENT

Feedback Costsbenefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 38

5 Risk attitudes and internal environment

Topic List

Risk attributes

Stakeholders and risk

Internal environment

Risk management responsibilities

Objective setting

This chapter covers the underlying factors that helpdetermine how organisations respond to the risks theyface These factors include attitudes to risk theenvironment and culture and the organisational structureincluding responsibilities for dealing with risks

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 39

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Emotional satisfaction

Risk-averse or risk-seeking

Riskreturn

Size Structure Development Past experience Focus on avoiding

risk

Organisational influences

Shareholder requirements

Personal views

Risk attributes

National influences Government protection

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 40

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

5 Risk attitudes and internal environment Page 41

RISK

CONCERNS

Dividend impact Capital gain impact Dependent on their risk appetitediversification Threat to repayment Security imposed Threat of other debts Job threats Health and safety worries Ability to take action Losses on sales Unwilling credit suppliers Disruption of relationships Delivery failures Lack of value Poor quality Poor employment policies Adverse impact on the environment

Debt providers

Wider community

Suppliers

Shareholders

Employees

Customers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 41

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Internalcontrol environmentThe control environment is the attitude awareness andactions of management in relation to internal controls providing the background for the operation of other controls

Risk management philosophy Risk appetite Integrity Ethics Organisational environment

Risk environment

Managements philosophy and operating style Control culture Organisational structure Methods of imposing control Integrity ethical values and competence

Elements of internal environment

Clear risk management strategies Culturecode of conductHRMreward systems support

objectives and risk limitation Senior management commitment to competence

integrity and trust Clear authority and responsibility Communication procedures Staff have knowledge skills and tools

Strong internal environment

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 42

5 Risk attitudes and internal environment Page 43

Embedding risk awarenessRisk assessment should evolve into a consistent activityembedded across all processes focus on

Threats to shareholdersstakeholders (future growthopportunitiescore business)

Consistent action-orientated risk assessment

Internal communications programme Training Involvement in risk identification Incentives Key personnel persuasion Infrastructure support

Changing risk culture Definitions and objectives Regulatory requirements Links to strategic decision-making Key areas Risk classification Risk responsibilities Important controls Assurance reporting Training

Risk policy statement

Risk registerFormal collection of risk and response informationRegister lists and prioritises risks and specifiesresponsible individuals and action taken

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 43

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Board

Senior managers

Internal audit

External audit

Line managers

Staff

Determines risk management strategy and monitors overall risks setsand reviews internal control

Build on overall framework specifying risk management methods andco-ordinate responses may staff risk management group

Audit risk management processkey risk area controls

Audit risk areas that impact materially on financial statements

Identify and evaluate risks in their areas use performanceindicators for monitoring implement responses

Follow risk management procedures have good understandingreport dangers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 44

5 Risk attitudes and internal environment Page 45

Risk committeeCommittee of directors separate from auditcommittee responsible for monitoring andsupervising risk identification and management

Can be staffed by executive directors Allows audit committee to concentrate on

financial risks

Risk management personnelRisk specialist ndash consultant called in to advise on particularaspects of risk management

Risk manager ndash employee with specific responsibility fordealing appropriately with risks

Risk management function ndash employees in largerorganisations

Determine risk managementstrategypolicy

Review reports on risk Monitor overall exposure Monitor changes in circumstances Assess effectiveness of RM systems Review statement on internal control

Role of RM committee

Helping determine risk management strategies Champions of risk management Building risk awareness culture Establishing risk policy and structures Developing and reviewing risk management processes Co-ordinating functional responses Preparing report for boardshareholders

Role of RM function

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 45

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

MissionA general objective visionary often unwritten andvery open-ended without any time limit for achievement

Strategic ndash high level goals support mission Operational ndash effectiveness and efficiency Reporting ndash reliability Compliance ndash with applicable laws

COSO model

Profitability Market share Growth Cash flow Customer satisfaction Quality Added value

Corporate objectives

Objective setting and riskStrategic objectives and mission will influence riskmanagement

However businesses should also determine riskappetite (willingness to take risks) and riskstrategy

These in turn should influence business objectivesBusinesses should take a portfolio view of riskslooking at relevant risks over the whole organisation

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 46

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 34: 2015 bpp p1 passcards

3 Corporate governance practice and reportingPage 29

Annual general meetings

Notice gt 20 daysbefore

Businesspresentation

Question andanswer sessions

Shareholders vote onsubstantiallyseparate issues

Shareholders vote onreport and accounts

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 29

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board composition directors NEDs evaluationof board performance

Committee reports Relations with auditors and shareholders Review of internal controls Going concern Sustainability reporting Business review

Major disclosuresReportingLondon Stock Exchange requires

Narrative statement of how principles in UKCorporate Governance Code have been applied

Statement of compliancedetails of reasons fornon-compliance

Voluntary disclosuresDisclosures above statutorybest practice minimumDisclosures should follow certain principles

Planned process Transparency in disclosures made Consultation with users All relevant information considered Disclosures subject to review

Wider information provision Different forms of information Greater assurance about management Reflect investor interests

Benefits

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 30

4 Internal control systems

Topic List

Control systems

Nature of risks

Control framework

Control limitations

Enterprise risk management

Assessment of systems

In this chapter we look at the key elements of soundcontrol systems The overall environment and ethos oforganisation is as important as the specific proceduresThe risks organisations face should have a significantimpact upon the control frameworks they adoptYou mayneed to assess the effectiveness of control systems andthe difficulties of implementing sound systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 31

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Internal management control

Cybernetic control system

Management planning organising and directing sothat organisational objectives are achievedTurnbull report listed key aims Facilitate effective and efficient operation Ensure quality of reporting Ensure compliance with laws and regulations

Process of control within system

Identification of system objectives Setting targets for system objectives Measuring system achievementsoutputs Comparing achievements with targets Identifying corrective action Implementing corrective action

Embedded in operations Form part of culture Capable of quick response

Characteristics of control systems

Ease of targetachievement

Qualitativequantitativemeasures

Shortlong-termmeasures

Consistency ofmeasures

Managementintervention

Automatic controlmechanisms

Reliance on socialrelationships

Features of control systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 32

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 33

Risk classificationRisks can be classified in various waysFundamental ndash affects society in generalParticular ndash individual in controlSpeculative ndash good or bad consequencesPure ndash only outcomes harmful

Risk and uncertaintyUncertainty means possible outcomes andor chancesof each occurring are unknown

Risk and corporate governanceCorporate governance reports aim to addressshareholder concerns that directors are notachieving adequate returns for risks incurred andprovide mechanisms for controlling directors whoare taking excessive risks Directors responsibilityfor monitoring and disclosing risk management isstressed

Predictability of cash flows Limitation of effects of bad events Increased shareholder confidence Weigh costs

Benefits of risk management

Risk and returnBusinesses have to take some risks to trade(entrepreneurship) Businesses may tolerate higherrisk levels provided they receive higher returns

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 33

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

CONTROL FRAMEWORK

Control activitiesControl environment

Orderly conduct of business Adherence to internal policies and laws Safeguarding assets Preventiondetection of fraud Accuracycompleteness of accounting records Quality of information and reporting

Purposes

Objectives

Natureextent ofrisks

Acceptable risks

Likelihood risksmaterialise

Ability to reducerisks

Costsbenefits ofcontrols

Changes in riskconditions

Control systems and risks

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 34

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 35

Costs gt benefits Human errorFraud Employee collusion

Managementbypass

Designed for routinetransactions

Depend on methodof data processing

LIMITATIONS OF CONTROLS

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 35

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Enterprise risk management (ERM)ERM is framework suggested by COSO for dealingwith risk It is a fundamental process operated atorganisation level that helps staff understand risksresponsibilities and authority levels ERM should

Apply in strategy setting Apply in all areas and over whole organisation Identify events affecting entity Manage risk according to risk appetite Provide reasonable assurance Support organisational objectives

Align risk appetite and strategy Link growth risk and return Choose best risk response Minimise surprises and losses Manage risks over whole organisation Allows organisation to seize opportunities

ERM benefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 36

4 Internal control systemsPage 37

Internal EnvironmentObjective Setting

Event IdentificationRisk AssessmentRisk Response

Control ActivitiesInformation amp Communication

Monitoring

STRATEGIC

OPERATIONS

REPORTING

COMPLIANCE

ENTITY LEVELDIVISION

BUSINESS UNITSUBSIDIARY

COSOs Enterprise Risk Management framework

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 37

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Objectives Risk links Compatibility Control mixHuman

resources

Framework Review Information

ASSESSMENT

Feedback Costsbenefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 38

5 Risk attitudes and internal environment

Topic List

Risk attributes

Stakeholders and risk

Internal environment

Risk management responsibilities

Objective setting

This chapter covers the underlying factors that helpdetermine how organisations respond to the risks theyface These factors include attitudes to risk theenvironment and culture and the organisational structureincluding responsibilities for dealing with risks

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 39

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Emotional satisfaction

Risk-averse or risk-seeking

Riskreturn

Size Structure Development Past experience Focus on avoiding

risk

Organisational influences

Shareholder requirements

Personal views

Risk attributes

National influences Government protection

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 40

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

5 Risk attitudes and internal environment Page 41

RISK

CONCERNS

Dividend impact Capital gain impact Dependent on their risk appetitediversification Threat to repayment Security imposed Threat of other debts Job threats Health and safety worries Ability to take action Losses on sales Unwilling credit suppliers Disruption of relationships Delivery failures Lack of value Poor quality Poor employment policies Adverse impact on the environment

Debt providers

Wider community

Suppliers

Shareholders

Employees

Customers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 41

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Internalcontrol environmentThe control environment is the attitude awareness andactions of management in relation to internal controls providing the background for the operation of other controls

Risk management philosophy Risk appetite Integrity Ethics Organisational environment

Risk environment

Managements philosophy and operating style Control culture Organisational structure Methods of imposing control Integrity ethical values and competence

Elements of internal environment

Clear risk management strategies Culturecode of conductHRMreward systems support

objectives and risk limitation Senior management commitment to competence

integrity and trust Clear authority and responsibility Communication procedures Staff have knowledge skills and tools

Strong internal environment

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 42

5 Risk attitudes and internal environment Page 43

Embedding risk awarenessRisk assessment should evolve into a consistent activityembedded across all processes focus on

Threats to shareholdersstakeholders (future growthopportunitiescore business)

Consistent action-orientated risk assessment

Internal communications programme Training Involvement in risk identification Incentives Key personnel persuasion Infrastructure support

Changing risk culture Definitions and objectives Regulatory requirements Links to strategic decision-making Key areas Risk classification Risk responsibilities Important controls Assurance reporting Training

Risk policy statement

Risk registerFormal collection of risk and response informationRegister lists and prioritises risks and specifiesresponsible individuals and action taken

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 43

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Board

Senior managers

Internal audit

External audit

Line managers

Staff

Determines risk management strategy and monitors overall risks setsand reviews internal control

Build on overall framework specifying risk management methods andco-ordinate responses may staff risk management group

Audit risk management processkey risk area controls

Audit risk areas that impact materially on financial statements

Identify and evaluate risks in their areas use performanceindicators for monitoring implement responses

Follow risk management procedures have good understandingreport dangers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 44

5 Risk attitudes and internal environment Page 45

Risk committeeCommittee of directors separate from auditcommittee responsible for monitoring andsupervising risk identification and management

Can be staffed by executive directors Allows audit committee to concentrate on

financial risks

Risk management personnelRisk specialist ndash consultant called in to advise on particularaspects of risk management

Risk manager ndash employee with specific responsibility fordealing appropriately with risks

Risk management function ndash employees in largerorganisations

Determine risk managementstrategypolicy

Review reports on risk Monitor overall exposure Monitor changes in circumstances Assess effectiveness of RM systems Review statement on internal control

Role of RM committee

Helping determine risk management strategies Champions of risk management Building risk awareness culture Establishing risk policy and structures Developing and reviewing risk management processes Co-ordinating functional responses Preparing report for boardshareholders

Role of RM function

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 45

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

MissionA general objective visionary often unwritten andvery open-ended without any time limit for achievement

Strategic ndash high level goals support mission Operational ndash effectiveness and efficiency Reporting ndash reliability Compliance ndash with applicable laws

COSO model

Profitability Market share Growth Cash flow Customer satisfaction Quality Added value

Corporate objectives

Objective setting and riskStrategic objectives and mission will influence riskmanagement

However businesses should also determine riskappetite (willingness to take risks) and riskstrategy

These in turn should influence business objectivesBusinesses should take a portfolio view of riskslooking at relevant risks over the whole organisation

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 46

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 35: 2015 bpp p1 passcards

ReportingRole of board Stakeholderrelationships

Directorsremuneration

Non-executivedirectors

Boardmembership

Board composition directors NEDs evaluationof board performance

Committee reports Relations with auditors and shareholders Review of internal controls Going concern Sustainability reporting Business review

Major disclosuresReportingLondon Stock Exchange requires

Narrative statement of how principles in UKCorporate Governance Code have been applied

Statement of compliancedetails of reasons fornon-compliance

Voluntary disclosuresDisclosures above statutorybest practice minimumDisclosures should follow certain principles

Planned process Transparency in disclosures made Consultation with users All relevant information considered Disclosures subject to review

Wider information provision Different forms of information Greater assurance about management Reflect investor interests

Benefits

(003)ACP1PC14_CH03qxp 5282014 1240 AM Page 30

4 Internal control systems

Topic List

Control systems

Nature of risks

Control framework

Control limitations

Enterprise risk management

Assessment of systems

In this chapter we look at the key elements of soundcontrol systems The overall environment and ethos oforganisation is as important as the specific proceduresThe risks organisations face should have a significantimpact upon the control frameworks they adoptYou mayneed to assess the effectiveness of control systems andthe difficulties of implementing sound systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 31

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Internal management control

Cybernetic control system

Management planning organising and directing sothat organisational objectives are achievedTurnbull report listed key aims Facilitate effective and efficient operation Ensure quality of reporting Ensure compliance with laws and regulations

Process of control within system

Identification of system objectives Setting targets for system objectives Measuring system achievementsoutputs Comparing achievements with targets Identifying corrective action Implementing corrective action

Embedded in operations Form part of culture Capable of quick response

Characteristics of control systems

Ease of targetachievement

Qualitativequantitativemeasures

Shortlong-termmeasures

Consistency ofmeasures

Managementintervention

Automatic controlmechanisms

Reliance on socialrelationships

Features of control systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 32

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 33

Risk classificationRisks can be classified in various waysFundamental ndash affects society in generalParticular ndash individual in controlSpeculative ndash good or bad consequencesPure ndash only outcomes harmful

Risk and uncertaintyUncertainty means possible outcomes andor chancesof each occurring are unknown

Risk and corporate governanceCorporate governance reports aim to addressshareholder concerns that directors are notachieving adequate returns for risks incurred andprovide mechanisms for controlling directors whoare taking excessive risks Directors responsibilityfor monitoring and disclosing risk management isstressed

Predictability of cash flows Limitation of effects of bad events Increased shareholder confidence Weigh costs

Benefits of risk management

Risk and returnBusinesses have to take some risks to trade(entrepreneurship) Businesses may tolerate higherrisk levels provided they receive higher returns

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 33

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

CONTROL FRAMEWORK

Control activitiesControl environment

Orderly conduct of business Adherence to internal policies and laws Safeguarding assets Preventiondetection of fraud Accuracycompleteness of accounting records Quality of information and reporting

Purposes

Objectives

Natureextent ofrisks

Acceptable risks

Likelihood risksmaterialise

Ability to reducerisks

Costsbenefits ofcontrols

Changes in riskconditions

Control systems and risks

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 34

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 35

Costs gt benefits Human errorFraud Employee collusion

Managementbypass

Designed for routinetransactions

Depend on methodof data processing

LIMITATIONS OF CONTROLS

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 35

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Enterprise risk management (ERM)ERM is framework suggested by COSO for dealingwith risk It is a fundamental process operated atorganisation level that helps staff understand risksresponsibilities and authority levels ERM should

Apply in strategy setting Apply in all areas and over whole organisation Identify events affecting entity Manage risk according to risk appetite Provide reasonable assurance Support organisational objectives

Align risk appetite and strategy Link growth risk and return Choose best risk response Minimise surprises and losses Manage risks over whole organisation Allows organisation to seize opportunities

ERM benefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 36

4 Internal control systemsPage 37

Internal EnvironmentObjective Setting

Event IdentificationRisk AssessmentRisk Response

Control ActivitiesInformation amp Communication

Monitoring

STRATEGIC

OPERATIONS

REPORTING

COMPLIANCE

ENTITY LEVELDIVISION

BUSINESS UNITSUBSIDIARY

COSOs Enterprise Risk Management framework

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 37

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Objectives Risk links Compatibility Control mixHuman

resources

Framework Review Information

ASSESSMENT

Feedback Costsbenefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 38

5 Risk attitudes and internal environment

Topic List

Risk attributes

Stakeholders and risk

Internal environment

Risk management responsibilities

Objective setting

This chapter covers the underlying factors that helpdetermine how organisations respond to the risks theyface These factors include attitudes to risk theenvironment and culture and the organisational structureincluding responsibilities for dealing with risks

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 39

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Emotional satisfaction

Risk-averse or risk-seeking

Riskreturn

Size Structure Development Past experience Focus on avoiding

risk

Organisational influences

Shareholder requirements

Personal views

Risk attributes

National influences Government protection

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 40

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

5 Risk attitudes and internal environment Page 41

RISK

CONCERNS

Dividend impact Capital gain impact Dependent on their risk appetitediversification Threat to repayment Security imposed Threat of other debts Job threats Health and safety worries Ability to take action Losses on sales Unwilling credit suppliers Disruption of relationships Delivery failures Lack of value Poor quality Poor employment policies Adverse impact on the environment

Debt providers

Wider community

Suppliers

Shareholders

Employees

Customers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 41

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Internalcontrol environmentThe control environment is the attitude awareness andactions of management in relation to internal controls providing the background for the operation of other controls

Risk management philosophy Risk appetite Integrity Ethics Organisational environment

Risk environment

Managements philosophy and operating style Control culture Organisational structure Methods of imposing control Integrity ethical values and competence

Elements of internal environment

Clear risk management strategies Culturecode of conductHRMreward systems support

objectives and risk limitation Senior management commitment to competence

integrity and trust Clear authority and responsibility Communication procedures Staff have knowledge skills and tools

Strong internal environment

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 42

5 Risk attitudes and internal environment Page 43

Embedding risk awarenessRisk assessment should evolve into a consistent activityembedded across all processes focus on

Threats to shareholdersstakeholders (future growthopportunitiescore business)

Consistent action-orientated risk assessment

Internal communications programme Training Involvement in risk identification Incentives Key personnel persuasion Infrastructure support

Changing risk culture Definitions and objectives Regulatory requirements Links to strategic decision-making Key areas Risk classification Risk responsibilities Important controls Assurance reporting Training

Risk policy statement

Risk registerFormal collection of risk and response informationRegister lists and prioritises risks and specifiesresponsible individuals and action taken

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 43

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Board

Senior managers

Internal audit

External audit

Line managers

Staff

Determines risk management strategy and monitors overall risks setsand reviews internal control

Build on overall framework specifying risk management methods andco-ordinate responses may staff risk management group

Audit risk management processkey risk area controls

Audit risk areas that impact materially on financial statements

Identify and evaluate risks in their areas use performanceindicators for monitoring implement responses

Follow risk management procedures have good understandingreport dangers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 44

5 Risk attitudes and internal environment Page 45

Risk committeeCommittee of directors separate from auditcommittee responsible for monitoring andsupervising risk identification and management

Can be staffed by executive directors Allows audit committee to concentrate on

financial risks

Risk management personnelRisk specialist ndash consultant called in to advise on particularaspects of risk management

Risk manager ndash employee with specific responsibility fordealing appropriately with risks

Risk management function ndash employees in largerorganisations

Determine risk managementstrategypolicy

Review reports on risk Monitor overall exposure Monitor changes in circumstances Assess effectiveness of RM systems Review statement on internal control

Role of RM committee

Helping determine risk management strategies Champions of risk management Building risk awareness culture Establishing risk policy and structures Developing and reviewing risk management processes Co-ordinating functional responses Preparing report for boardshareholders

Role of RM function

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 45

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

MissionA general objective visionary often unwritten andvery open-ended without any time limit for achievement

Strategic ndash high level goals support mission Operational ndash effectiveness and efficiency Reporting ndash reliability Compliance ndash with applicable laws

COSO model

Profitability Market share Growth Cash flow Customer satisfaction Quality Added value

Corporate objectives

Objective setting and riskStrategic objectives and mission will influence riskmanagement

However businesses should also determine riskappetite (willingness to take risks) and riskstrategy

These in turn should influence business objectivesBusinesses should take a portfolio view of riskslooking at relevant risks over the whole organisation

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 46

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 36: 2015 bpp p1 passcards

4 Internal control systems

Topic List

Control systems

Nature of risks

Control framework

Control limitations

Enterprise risk management

Assessment of systems

In this chapter we look at the key elements of soundcontrol systems The overall environment and ethos oforganisation is as important as the specific proceduresThe risks organisations face should have a significantimpact upon the control frameworks they adoptYou mayneed to assess the effectiveness of control systems andthe difficulties of implementing sound systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 31

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Internal management control

Cybernetic control system

Management planning organising and directing sothat organisational objectives are achievedTurnbull report listed key aims Facilitate effective and efficient operation Ensure quality of reporting Ensure compliance with laws and regulations

Process of control within system

Identification of system objectives Setting targets for system objectives Measuring system achievementsoutputs Comparing achievements with targets Identifying corrective action Implementing corrective action

Embedded in operations Form part of culture Capable of quick response

Characteristics of control systems

Ease of targetachievement

Qualitativequantitativemeasures

Shortlong-termmeasures

Consistency ofmeasures

Managementintervention

Automatic controlmechanisms

Reliance on socialrelationships

Features of control systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 32

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 33

Risk classificationRisks can be classified in various waysFundamental ndash affects society in generalParticular ndash individual in controlSpeculative ndash good or bad consequencesPure ndash only outcomes harmful

Risk and uncertaintyUncertainty means possible outcomes andor chancesof each occurring are unknown

Risk and corporate governanceCorporate governance reports aim to addressshareholder concerns that directors are notachieving adequate returns for risks incurred andprovide mechanisms for controlling directors whoare taking excessive risks Directors responsibilityfor monitoring and disclosing risk management isstressed

Predictability of cash flows Limitation of effects of bad events Increased shareholder confidence Weigh costs

Benefits of risk management

Risk and returnBusinesses have to take some risks to trade(entrepreneurship) Businesses may tolerate higherrisk levels provided they receive higher returns

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 33

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

CONTROL FRAMEWORK

Control activitiesControl environment

Orderly conduct of business Adherence to internal policies and laws Safeguarding assets Preventiondetection of fraud Accuracycompleteness of accounting records Quality of information and reporting

Purposes

Objectives

Natureextent ofrisks

Acceptable risks

Likelihood risksmaterialise

Ability to reducerisks

Costsbenefits ofcontrols

Changes in riskconditions

Control systems and risks

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 34

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 35

Costs gt benefits Human errorFraud Employee collusion

Managementbypass

Designed for routinetransactions

Depend on methodof data processing

LIMITATIONS OF CONTROLS

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 35

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Enterprise risk management (ERM)ERM is framework suggested by COSO for dealingwith risk It is a fundamental process operated atorganisation level that helps staff understand risksresponsibilities and authority levels ERM should

Apply in strategy setting Apply in all areas and over whole organisation Identify events affecting entity Manage risk according to risk appetite Provide reasonable assurance Support organisational objectives

Align risk appetite and strategy Link growth risk and return Choose best risk response Minimise surprises and losses Manage risks over whole organisation Allows organisation to seize opportunities

ERM benefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 36

4 Internal control systemsPage 37

Internal EnvironmentObjective Setting

Event IdentificationRisk AssessmentRisk Response

Control ActivitiesInformation amp Communication

Monitoring

STRATEGIC

OPERATIONS

REPORTING

COMPLIANCE

ENTITY LEVELDIVISION

BUSINESS UNITSUBSIDIARY

COSOs Enterprise Risk Management framework

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 37

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Objectives Risk links Compatibility Control mixHuman

resources

Framework Review Information

ASSESSMENT

Feedback Costsbenefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 38

5 Risk attitudes and internal environment

Topic List

Risk attributes

Stakeholders and risk

Internal environment

Risk management responsibilities

Objective setting

This chapter covers the underlying factors that helpdetermine how organisations respond to the risks theyface These factors include attitudes to risk theenvironment and culture and the organisational structureincluding responsibilities for dealing with risks

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 39

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Emotional satisfaction

Risk-averse or risk-seeking

Riskreturn

Size Structure Development Past experience Focus on avoiding

risk

Organisational influences

Shareholder requirements

Personal views

Risk attributes

National influences Government protection

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 40

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

5 Risk attitudes and internal environment Page 41

RISK

CONCERNS

Dividend impact Capital gain impact Dependent on their risk appetitediversification Threat to repayment Security imposed Threat of other debts Job threats Health and safety worries Ability to take action Losses on sales Unwilling credit suppliers Disruption of relationships Delivery failures Lack of value Poor quality Poor employment policies Adverse impact on the environment

Debt providers

Wider community

Suppliers

Shareholders

Employees

Customers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 41

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Internalcontrol environmentThe control environment is the attitude awareness andactions of management in relation to internal controls providing the background for the operation of other controls

Risk management philosophy Risk appetite Integrity Ethics Organisational environment

Risk environment

Managements philosophy and operating style Control culture Organisational structure Methods of imposing control Integrity ethical values and competence

Elements of internal environment

Clear risk management strategies Culturecode of conductHRMreward systems support

objectives and risk limitation Senior management commitment to competence

integrity and trust Clear authority and responsibility Communication procedures Staff have knowledge skills and tools

Strong internal environment

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 42

5 Risk attitudes and internal environment Page 43

Embedding risk awarenessRisk assessment should evolve into a consistent activityembedded across all processes focus on

Threats to shareholdersstakeholders (future growthopportunitiescore business)

Consistent action-orientated risk assessment

Internal communications programme Training Involvement in risk identification Incentives Key personnel persuasion Infrastructure support

Changing risk culture Definitions and objectives Regulatory requirements Links to strategic decision-making Key areas Risk classification Risk responsibilities Important controls Assurance reporting Training

Risk policy statement

Risk registerFormal collection of risk and response informationRegister lists and prioritises risks and specifiesresponsible individuals and action taken

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 43

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Board

Senior managers

Internal audit

External audit

Line managers

Staff

Determines risk management strategy and monitors overall risks setsand reviews internal control

Build on overall framework specifying risk management methods andco-ordinate responses may staff risk management group

Audit risk management processkey risk area controls

Audit risk areas that impact materially on financial statements

Identify and evaluate risks in their areas use performanceindicators for monitoring implement responses

Follow risk management procedures have good understandingreport dangers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 44

5 Risk attitudes and internal environment Page 45

Risk committeeCommittee of directors separate from auditcommittee responsible for monitoring andsupervising risk identification and management

Can be staffed by executive directors Allows audit committee to concentrate on

financial risks

Risk management personnelRisk specialist ndash consultant called in to advise on particularaspects of risk management

Risk manager ndash employee with specific responsibility fordealing appropriately with risks

Risk management function ndash employees in largerorganisations

Determine risk managementstrategypolicy

Review reports on risk Monitor overall exposure Monitor changes in circumstances Assess effectiveness of RM systems Review statement on internal control

Role of RM committee

Helping determine risk management strategies Champions of risk management Building risk awareness culture Establishing risk policy and structures Developing and reviewing risk management processes Co-ordinating functional responses Preparing report for boardshareholders

Role of RM function

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 45

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

MissionA general objective visionary often unwritten andvery open-ended without any time limit for achievement

Strategic ndash high level goals support mission Operational ndash effectiveness and efficiency Reporting ndash reliability Compliance ndash with applicable laws

COSO model

Profitability Market share Growth Cash flow Customer satisfaction Quality Added value

Corporate objectives

Objective setting and riskStrategic objectives and mission will influence riskmanagement

However businesses should also determine riskappetite (willingness to take risks) and riskstrategy

These in turn should influence business objectivesBusinesses should take a portfolio view of riskslooking at relevant risks over the whole organisation

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 46

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 37: 2015 bpp p1 passcards

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Internal management control

Cybernetic control system

Management planning organising and directing sothat organisational objectives are achievedTurnbull report listed key aims Facilitate effective and efficient operation Ensure quality of reporting Ensure compliance with laws and regulations

Process of control within system

Identification of system objectives Setting targets for system objectives Measuring system achievementsoutputs Comparing achievements with targets Identifying corrective action Implementing corrective action

Embedded in operations Form part of culture Capable of quick response

Characteristics of control systems

Ease of targetachievement

Qualitativequantitativemeasures

Shortlong-termmeasures

Consistency ofmeasures

Managementintervention

Automatic controlmechanisms

Reliance on socialrelationships

Features of control systems

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 32

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 33

Risk classificationRisks can be classified in various waysFundamental ndash affects society in generalParticular ndash individual in controlSpeculative ndash good or bad consequencesPure ndash only outcomes harmful

Risk and uncertaintyUncertainty means possible outcomes andor chancesof each occurring are unknown

Risk and corporate governanceCorporate governance reports aim to addressshareholder concerns that directors are notachieving adequate returns for risks incurred andprovide mechanisms for controlling directors whoare taking excessive risks Directors responsibilityfor monitoring and disclosing risk management isstressed

Predictability of cash flows Limitation of effects of bad events Increased shareholder confidence Weigh costs

Benefits of risk management

Risk and returnBusinesses have to take some risks to trade(entrepreneurship) Businesses may tolerate higherrisk levels provided they receive higher returns

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 33

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

CONTROL FRAMEWORK

Control activitiesControl environment

Orderly conduct of business Adherence to internal policies and laws Safeguarding assets Preventiondetection of fraud Accuracycompleteness of accounting records Quality of information and reporting

Purposes

Objectives

Natureextent ofrisks

Acceptable risks

Likelihood risksmaterialise

Ability to reducerisks

Costsbenefits ofcontrols

Changes in riskconditions

Control systems and risks

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 34

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 35

Costs gt benefits Human errorFraud Employee collusion

Managementbypass

Designed for routinetransactions

Depend on methodof data processing

LIMITATIONS OF CONTROLS

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 35

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Enterprise risk management (ERM)ERM is framework suggested by COSO for dealingwith risk It is a fundamental process operated atorganisation level that helps staff understand risksresponsibilities and authority levels ERM should

Apply in strategy setting Apply in all areas and over whole organisation Identify events affecting entity Manage risk according to risk appetite Provide reasonable assurance Support organisational objectives

Align risk appetite and strategy Link growth risk and return Choose best risk response Minimise surprises and losses Manage risks over whole organisation Allows organisation to seize opportunities

ERM benefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 36

4 Internal control systemsPage 37

Internal EnvironmentObjective Setting

Event IdentificationRisk AssessmentRisk Response

Control ActivitiesInformation amp Communication

Monitoring

STRATEGIC

OPERATIONS

REPORTING

COMPLIANCE

ENTITY LEVELDIVISION

BUSINESS UNITSUBSIDIARY

COSOs Enterprise Risk Management framework

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 37

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Objectives Risk links Compatibility Control mixHuman

resources

Framework Review Information

ASSESSMENT

Feedback Costsbenefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 38

5 Risk attitudes and internal environment

Topic List

Risk attributes

Stakeholders and risk

Internal environment

Risk management responsibilities

Objective setting

This chapter covers the underlying factors that helpdetermine how organisations respond to the risks theyface These factors include attitudes to risk theenvironment and culture and the organisational structureincluding responsibilities for dealing with risks

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 39

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Emotional satisfaction

Risk-averse or risk-seeking

Riskreturn

Size Structure Development Past experience Focus on avoiding

risk

Organisational influences

Shareholder requirements

Personal views

Risk attributes

National influences Government protection

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 40

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

5 Risk attitudes and internal environment Page 41

RISK

CONCERNS

Dividend impact Capital gain impact Dependent on their risk appetitediversification Threat to repayment Security imposed Threat of other debts Job threats Health and safety worries Ability to take action Losses on sales Unwilling credit suppliers Disruption of relationships Delivery failures Lack of value Poor quality Poor employment policies Adverse impact on the environment

Debt providers

Wider community

Suppliers

Shareholders

Employees

Customers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 41

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Internalcontrol environmentThe control environment is the attitude awareness andactions of management in relation to internal controls providing the background for the operation of other controls

Risk management philosophy Risk appetite Integrity Ethics Organisational environment

Risk environment

Managements philosophy and operating style Control culture Organisational structure Methods of imposing control Integrity ethical values and competence

Elements of internal environment

Clear risk management strategies Culturecode of conductHRMreward systems support

objectives and risk limitation Senior management commitment to competence

integrity and trust Clear authority and responsibility Communication procedures Staff have knowledge skills and tools

Strong internal environment

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 42

5 Risk attitudes and internal environment Page 43

Embedding risk awarenessRisk assessment should evolve into a consistent activityembedded across all processes focus on

Threats to shareholdersstakeholders (future growthopportunitiescore business)

Consistent action-orientated risk assessment

Internal communications programme Training Involvement in risk identification Incentives Key personnel persuasion Infrastructure support

Changing risk culture Definitions and objectives Regulatory requirements Links to strategic decision-making Key areas Risk classification Risk responsibilities Important controls Assurance reporting Training

Risk policy statement

Risk registerFormal collection of risk and response informationRegister lists and prioritises risks and specifiesresponsible individuals and action taken

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 43

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Board

Senior managers

Internal audit

External audit

Line managers

Staff

Determines risk management strategy and monitors overall risks setsand reviews internal control

Build on overall framework specifying risk management methods andco-ordinate responses may staff risk management group

Audit risk management processkey risk area controls

Audit risk areas that impact materially on financial statements

Identify and evaluate risks in their areas use performanceindicators for monitoring implement responses

Follow risk management procedures have good understandingreport dangers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 44

5 Risk attitudes and internal environment Page 45

Risk committeeCommittee of directors separate from auditcommittee responsible for monitoring andsupervising risk identification and management

Can be staffed by executive directors Allows audit committee to concentrate on

financial risks

Risk management personnelRisk specialist ndash consultant called in to advise on particularaspects of risk management

Risk manager ndash employee with specific responsibility fordealing appropriately with risks

Risk management function ndash employees in largerorganisations

Determine risk managementstrategypolicy

Review reports on risk Monitor overall exposure Monitor changes in circumstances Assess effectiveness of RM systems Review statement on internal control

Role of RM committee

Helping determine risk management strategies Champions of risk management Building risk awareness culture Establishing risk policy and structures Developing and reviewing risk management processes Co-ordinating functional responses Preparing report for boardshareholders

Role of RM function

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 45

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

MissionA general objective visionary often unwritten andvery open-ended without any time limit for achievement

Strategic ndash high level goals support mission Operational ndash effectiveness and efficiency Reporting ndash reliability Compliance ndash with applicable laws

COSO model

Profitability Market share Growth Cash flow Customer satisfaction Quality Added value

Corporate objectives

Objective setting and riskStrategic objectives and mission will influence riskmanagement

However businesses should also determine riskappetite (willingness to take risks) and riskstrategy

These in turn should influence business objectivesBusinesses should take a portfolio view of riskslooking at relevant risks over the whole organisation

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 46

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 38: 2015 bpp p1 passcards

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 33

Risk classificationRisks can be classified in various waysFundamental ndash affects society in generalParticular ndash individual in controlSpeculative ndash good or bad consequencesPure ndash only outcomes harmful

Risk and uncertaintyUncertainty means possible outcomes andor chancesof each occurring are unknown

Risk and corporate governanceCorporate governance reports aim to addressshareholder concerns that directors are notachieving adequate returns for risks incurred andprovide mechanisms for controlling directors whoare taking excessive risks Directors responsibilityfor monitoring and disclosing risk management isstressed

Predictability of cash flows Limitation of effects of bad events Increased shareholder confidence Weigh costs

Benefits of risk management

Risk and returnBusinesses have to take some risks to trade(entrepreneurship) Businesses may tolerate higherrisk levels provided they receive higher returns

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 33

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

CONTROL FRAMEWORK

Control activitiesControl environment

Orderly conduct of business Adherence to internal policies and laws Safeguarding assets Preventiondetection of fraud Accuracycompleteness of accounting records Quality of information and reporting

Purposes

Objectives

Natureextent ofrisks

Acceptable risks

Likelihood risksmaterialise

Ability to reducerisks

Costsbenefits ofcontrols

Changes in riskconditions

Control systems and risks

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 34

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 35

Costs gt benefits Human errorFraud Employee collusion

Managementbypass

Designed for routinetransactions

Depend on methodof data processing

LIMITATIONS OF CONTROLS

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 35

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Enterprise risk management (ERM)ERM is framework suggested by COSO for dealingwith risk It is a fundamental process operated atorganisation level that helps staff understand risksresponsibilities and authority levels ERM should

Apply in strategy setting Apply in all areas and over whole organisation Identify events affecting entity Manage risk according to risk appetite Provide reasonable assurance Support organisational objectives

Align risk appetite and strategy Link growth risk and return Choose best risk response Minimise surprises and losses Manage risks over whole organisation Allows organisation to seize opportunities

ERM benefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 36

4 Internal control systemsPage 37

Internal EnvironmentObjective Setting

Event IdentificationRisk AssessmentRisk Response

Control ActivitiesInformation amp Communication

Monitoring

STRATEGIC

OPERATIONS

REPORTING

COMPLIANCE

ENTITY LEVELDIVISION

BUSINESS UNITSUBSIDIARY

COSOs Enterprise Risk Management framework

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 37

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Objectives Risk links Compatibility Control mixHuman

resources

Framework Review Information

ASSESSMENT

Feedback Costsbenefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 38

5 Risk attitudes and internal environment

Topic List

Risk attributes

Stakeholders and risk

Internal environment

Risk management responsibilities

Objective setting

This chapter covers the underlying factors that helpdetermine how organisations respond to the risks theyface These factors include attitudes to risk theenvironment and culture and the organisational structureincluding responsibilities for dealing with risks

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 39

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Emotional satisfaction

Risk-averse or risk-seeking

Riskreturn

Size Structure Development Past experience Focus on avoiding

risk

Organisational influences

Shareholder requirements

Personal views

Risk attributes

National influences Government protection

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 40

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

5 Risk attitudes and internal environment Page 41

RISK

CONCERNS

Dividend impact Capital gain impact Dependent on their risk appetitediversification Threat to repayment Security imposed Threat of other debts Job threats Health and safety worries Ability to take action Losses on sales Unwilling credit suppliers Disruption of relationships Delivery failures Lack of value Poor quality Poor employment policies Adverse impact on the environment

Debt providers

Wider community

Suppliers

Shareholders

Employees

Customers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 41

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Internalcontrol environmentThe control environment is the attitude awareness andactions of management in relation to internal controls providing the background for the operation of other controls

Risk management philosophy Risk appetite Integrity Ethics Organisational environment

Risk environment

Managements philosophy and operating style Control culture Organisational structure Methods of imposing control Integrity ethical values and competence

Elements of internal environment

Clear risk management strategies Culturecode of conductHRMreward systems support

objectives and risk limitation Senior management commitment to competence

integrity and trust Clear authority and responsibility Communication procedures Staff have knowledge skills and tools

Strong internal environment

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 42

5 Risk attitudes and internal environment Page 43

Embedding risk awarenessRisk assessment should evolve into a consistent activityembedded across all processes focus on

Threats to shareholdersstakeholders (future growthopportunitiescore business)

Consistent action-orientated risk assessment

Internal communications programme Training Involvement in risk identification Incentives Key personnel persuasion Infrastructure support

Changing risk culture Definitions and objectives Regulatory requirements Links to strategic decision-making Key areas Risk classification Risk responsibilities Important controls Assurance reporting Training

Risk policy statement

Risk registerFormal collection of risk and response informationRegister lists and prioritises risks and specifiesresponsible individuals and action taken

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 43

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Board

Senior managers

Internal audit

External audit

Line managers

Staff

Determines risk management strategy and monitors overall risks setsand reviews internal control

Build on overall framework specifying risk management methods andco-ordinate responses may staff risk management group

Audit risk management processkey risk area controls

Audit risk areas that impact materially on financial statements

Identify and evaluate risks in their areas use performanceindicators for monitoring implement responses

Follow risk management procedures have good understandingreport dangers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 44

5 Risk attitudes and internal environment Page 45

Risk committeeCommittee of directors separate from auditcommittee responsible for monitoring andsupervising risk identification and management

Can be staffed by executive directors Allows audit committee to concentrate on

financial risks

Risk management personnelRisk specialist ndash consultant called in to advise on particularaspects of risk management

Risk manager ndash employee with specific responsibility fordealing appropriately with risks

Risk management function ndash employees in largerorganisations

Determine risk managementstrategypolicy

Review reports on risk Monitor overall exposure Monitor changes in circumstances Assess effectiveness of RM systems Review statement on internal control

Role of RM committee

Helping determine risk management strategies Champions of risk management Building risk awareness culture Establishing risk policy and structures Developing and reviewing risk management processes Co-ordinating functional responses Preparing report for boardshareholders

Role of RM function

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 45

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

MissionA general objective visionary often unwritten andvery open-ended without any time limit for achievement

Strategic ndash high level goals support mission Operational ndash effectiveness and efficiency Reporting ndash reliability Compliance ndash with applicable laws

COSO model

Profitability Market share Growth Cash flow Customer satisfaction Quality Added value

Corporate objectives

Objective setting and riskStrategic objectives and mission will influence riskmanagement

However businesses should also determine riskappetite (willingness to take risks) and riskstrategy

These in turn should influence business objectivesBusinesses should take a portfolio view of riskslooking at relevant risks over the whole organisation

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 46

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 39: 2015 bpp p1 passcards

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

CONTROL FRAMEWORK

Control activitiesControl environment

Orderly conduct of business Adherence to internal policies and laws Safeguarding assets Preventiondetection of fraud Accuracycompleteness of accounting records Quality of information and reporting

Purposes

Objectives

Natureextent ofrisks

Acceptable risks

Likelihood risksmaterialise

Ability to reducerisks

Costsbenefits ofcontrols

Changes in riskconditions

Control systems and risks

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 34

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 35

Costs gt benefits Human errorFraud Employee collusion

Managementbypass

Designed for routinetransactions

Depend on methodof data processing

LIMITATIONS OF CONTROLS

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 35

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Enterprise risk management (ERM)ERM is framework suggested by COSO for dealingwith risk It is a fundamental process operated atorganisation level that helps staff understand risksresponsibilities and authority levels ERM should

Apply in strategy setting Apply in all areas and over whole organisation Identify events affecting entity Manage risk according to risk appetite Provide reasonable assurance Support organisational objectives

Align risk appetite and strategy Link growth risk and return Choose best risk response Minimise surprises and losses Manage risks over whole organisation Allows organisation to seize opportunities

ERM benefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 36

4 Internal control systemsPage 37

Internal EnvironmentObjective Setting

Event IdentificationRisk AssessmentRisk Response

Control ActivitiesInformation amp Communication

Monitoring

STRATEGIC

OPERATIONS

REPORTING

COMPLIANCE

ENTITY LEVELDIVISION

BUSINESS UNITSUBSIDIARY

COSOs Enterprise Risk Management framework

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 37

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Objectives Risk links Compatibility Control mixHuman

resources

Framework Review Information

ASSESSMENT

Feedback Costsbenefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 38

5 Risk attitudes and internal environment

Topic List

Risk attributes

Stakeholders and risk

Internal environment

Risk management responsibilities

Objective setting

This chapter covers the underlying factors that helpdetermine how organisations respond to the risks theyface These factors include attitudes to risk theenvironment and culture and the organisational structureincluding responsibilities for dealing with risks

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 39

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Emotional satisfaction

Risk-averse or risk-seeking

Riskreturn

Size Structure Development Past experience Focus on avoiding

risk

Organisational influences

Shareholder requirements

Personal views

Risk attributes

National influences Government protection

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 40

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

5 Risk attitudes and internal environment Page 41

RISK

CONCERNS

Dividend impact Capital gain impact Dependent on their risk appetitediversification Threat to repayment Security imposed Threat of other debts Job threats Health and safety worries Ability to take action Losses on sales Unwilling credit suppliers Disruption of relationships Delivery failures Lack of value Poor quality Poor employment policies Adverse impact on the environment

Debt providers

Wider community

Suppliers

Shareholders

Employees

Customers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 41

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Internalcontrol environmentThe control environment is the attitude awareness andactions of management in relation to internal controls providing the background for the operation of other controls

Risk management philosophy Risk appetite Integrity Ethics Organisational environment

Risk environment

Managements philosophy and operating style Control culture Organisational structure Methods of imposing control Integrity ethical values and competence

Elements of internal environment

Clear risk management strategies Culturecode of conductHRMreward systems support

objectives and risk limitation Senior management commitment to competence

integrity and trust Clear authority and responsibility Communication procedures Staff have knowledge skills and tools

Strong internal environment

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 42

5 Risk attitudes and internal environment Page 43

Embedding risk awarenessRisk assessment should evolve into a consistent activityembedded across all processes focus on

Threats to shareholdersstakeholders (future growthopportunitiescore business)

Consistent action-orientated risk assessment

Internal communications programme Training Involvement in risk identification Incentives Key personnel persuasion Infrastructure support

Changing risk culture Definitions and objectives Regulatory requirements Links to strategic decision-making Key areas Risk classification Risk responsibilities Important controls Assurance reporting Training

Risk policy statement

Risk registerFormal collection of risk and response informationRegister lists and prioritises risks and specifiesresponsible individuals and action taken

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 43

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Board

Senior managers

Internal audit

External audit

Line managers

Staff

Determines risk management strategy and monitors overall risks setsand reviews internal control

Build on overall framework specifying risk management methods andco-ordinate responses may staff risk management group

Audit risk management processkey risk area controls

Audit risk areas that impact materially on financial statements

Identify and evaluate risks in their areas use performanceindicators for monitoring implement responses

Follow risk management procedures have good understandingreport dangers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 44

5 Risk attitudes and internal environment Page 45

Risk committeeCommittee of directors separate from auditcommittee responsible for monitoring andsupervising risk identification and management

Can be staffed by executive directors Allows audit committee to concentrate on

financial risks

Risk management personnelRisk specialist ndash consultant called in to advise on particularaspects of risk management

Risk manager ndash employee with specific responsibility fordealing appropriately with risks

Risk management function ndash employees in largerorganisations

Determine risk managementstrategypolicy

Review reports on risk Monitor overall exposure Monitor changes in circumstances Assess effectiveness of RM systems Review statement on internal control

Role of RM committee

Helping determine risk management strategies Champions of risk management Building risk awareness culture Establishing risk policy and structures Developing and reviewing risk management processes Co-ordinating functional responses Preparing report for boardshareholders

Role of RM function

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 45

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

MissionA general objective visionary often unwritten andvery open-ended without any time limit for achievement

Strategic ndash high level goals support mission Operational ndash effectiveness and efficiency Reporting ndash reliability Compliance ndash with applicable laws

COSO model

Profitability Market share Growth Cash flow Customer satisfaction Quality Added value

Corporate objectives

Objective setting and riskStrategic objectives and mission will influence riskmanagement

However businesses should also determine riskappetite (willingness to take risks) and riskstrategy

These in turn should influence business objectivesBusinesses should take a portfolio view of riskslooking at relevant risks over the whole organisation

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 46

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 40: 2015 bpp p1 passcards

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

4 Internal control systemsPage 35

Costs gt benefits Human errorFraud Employee collusion

Managementbypass

Designed for routinetransactions

Depend on methodof data processing

LIMITATIONS OF CONTROLS

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 35

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Enterprise risk management (ERM)ERM is framework suggested by COSO for dealingwith risk It is a fundamental process operated atorganisation level that helps staff understand risksresponsibilities and authority levels ERM should

Apply in strategy setting Apply in all areas and over whole organisation Identify events affecting entity Manage risk according to risk appetite Provide reasonable assurance Support organisational objectives

Align risk appetite and strategy Link growth risk and return Choose best risk response Minimise surprises and losses Manage risks over whole organisation Allows organisation to seize opportunities

ERM benefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 36

4 Internal control systemsPage 37

Internal EnvironmentObjective Setting

Event IdentificationRisk AssessmentRisk Response

Control ActivitiesInformation amp Communication

Monitoring

STRATEGIC

OPERATIONS

REPORTING

COMPLIANCE

ENTITY LEVELDIVISION

BUSINESS UNITSUBSIDIARY

COSOs Enterprise Risk Management framework

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 37

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Objectives Risk links Compatibility Control mixHuman

resources

Framework Review Information

ASSESSMENT

Feedback Costsbenefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 38

5 Risk attitudes and internal environment

Topic List

Risk attributes

Stakeholders and risk

Internal environment

Risk management responsibilities

Objective setting

This chapter covers the underlying factors that helpdetermine how organisations respond to the risks theyface These factors include attitudes to risk theenvironment and culture and the organisational structureincluding responsibilities for dealing with risks

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 39

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Emotional satisfaction

Risk-averse or risk-seeking

Riskreturn

Size Structure Development Past experience Focus on avoiding

risk

Organisational influences

Shareholder requirements

Personal views

Risk attributes

National influences Government protection

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 40

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

5 Risk attitudes and internal environment Page 41

RISK

CONCERNS

Dividend impact Capital gain impact Dependent on their risk appetitediversification Threat to repayment Security imposed Threat of other debts Job threats Health and safety worries Ability to take action Losses on sales Unwilling credit suppliers Disruption of relationships Delivery failures Lack of value Poor quality Poor employment policies Adverse impact on the environment

Debt providers

Wider community

Suppliers

Shareholders

Employees

Customers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 41

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Internalcontrol environmentThe control environment is the attitude awareness andactions of management in relation to internal controls providing the background for the operation of other controls

Risk management philosophy Risk appetite Integrity Ethics Organisational environment

Risk environment

Managements philosophy and operating style Control culture Organisational structure Methods of imposing control Integrity ethical values and competence

Elements of internal environment

Clear risk management strategies Culturecode of conductHRMreward systems support

objectives and risk limitation Senior management commitment to competence

integrity and trust Clear authority and responsibility Communication procedures Staff have knowledge skills and tools

Strong internal environment

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 42

5 Risk attitudes and internal environment Page 43

Embedding risk awarenessRisk assessment should evolve into a consistent activityembedded across all processes focus on

Threats to shareholdersstakeholders (future growthopportunitiescore business)

Consistent action-orientated risk assessment

Internal communications programme Training Involvement in risk identification Incentives Key personnel persuasion Infrastructure support

Changing risk culture Definitions and objectives Regulatory requirements Links to strategic decision-making Key areas Risk classification Risk responsibilities Important controls Assurance reporting Training

Risk policy statement

Risk registerFormal collection of risk and response informationRegister lists and prioritises risks and specifiesresponsible individuals and action taken

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 43

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Board

Senior managers

Internal audit

External audit

Line managers

Staff

Determines risk management strategy and monitors overall risks setsand reviews internal control

Build on overall framework specifying risk management methods andco-ordinate responses may staff risk management group

Audit risk management processkey risk area controls

Audit risk areas that impact materially on financial statements

Identify and evaluate risks in their areas use performanceindicators for monitoring implement responses

Follow risk management procedures have good understandingreport dangers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 44

5 Risk attitudes and internal environment Page 45

Risk committeeCommittee of directors separate from auditcommittee responsible for monitoring andsupervising risk identification and management

Can be staffed by executive directors Allows audit committee to concentrate on

financial risks

Risk management personnelRisk specialist ndash consultant called in to advise on particularaspects of risk management

Risk manager ndash employee with specific responsibility fordealing appropriately with risks

Risk management function ndash employees in largerorganisations

Determine risk managementstrategypolicy

Review reports on risk Monitor overall exposure Monitor changes in circumstances Assess effectiveness of RM systems Review statement on internal control

Role of RM committee

Helping determine risk management strategies Champions of risk management Building risk awareness culture Establishing risk policy and structures Developing and reviewing risk management processes Co-ordinating functional responses Preparing report for boardshareholders

Role of RM function

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 45

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

MissionA general objective visionary often unwritten andvery open-ended without any time limit for achievement

Strategic ndash high level goals support mission Operational ndash effectiveness and efficiency Reporting ndash reliability Compliance ndash with applicable laws

COSO model

Profitability Market share Growth Cash flow Customer satisfaction Quality Added value

Corporate objectives

Objective setting and riskStrategic objectives and mission will influence riskmanagement

However businesses should also determine riskappetite (willingness to take risks) and riskstrategy

These in turn should influence business objectivesBusinesses should take a portfolio view of riskslooking at relevant risks over the whole organisation

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 46

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 41: 2015 bpp p1 passcards

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Enterprise risk management (ERM)ERM is framework suggested by COSO for dealingwith risk It is a fundamental process operated atorganisation level that helps staff understand risksresponsibilities and authority levels ERM should

Apply in strategy setting Apply in all areas and over whole organisation Identify events affecting entity Manage risk according to risk appetite Provide reasonable assurance Support organisational objectives

Align risk appetite and strategy Link growth risk and return Choose best risk response Minimise surprises and losses Manage risks over whole organisation Allows organisation to seize opportunities

ERM benefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 36

4 Internal control systemsPage 37

Internal EnvironmentObjective Setting

Event IdentificationRisk AssessmentRisk Response

Control ActivitiesInformation amp Communication

Monitoring

STRATEGIC

OPERATIONS

REPORTING

COMPLIANCE

ENTITY LEVELDIVISION

BUSINESS UNITSUBSIDIARY

COSOs Enterprise Risk Management framework

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 37

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Objectives Risk links Compatibility Control mixHuman

resources

Framework Review Information

ASSESSMENT

Feedback Costsbenefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 38

5 Risk attitudes and internal environment

Topic List

Risk attributes

Stakeholders and risk

Internal environment

Risk management responsibilities

Objective setting

This chapter covers the underlying factors that helpdetermine how organisations respond to the risks theyface These factors include attitudes to risk theenvironment and culture and the organisational structureincluding responsibilities for dealing with risks

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 39

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Emotional satisfaction

Risk-averse or risk-seeking

Riskreturn

Size Structure Development Past experience Focus on avoiding

risk

Organisational influences

Shareholder requirements

Personal views

Risk attributes

National influences Government protection

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 40

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

5 Risk attitudes and internal environment Page 41

RISK

CONCERNS

Dividend impact Capital gain impact Dependent on their risk appetitediversification Threat to repayment Security imposed Threat of other debts Job threats Health and safety worries Ability to take action Losses on sales Unwilling credit suppliers Disruption of relationships Delivery failures Lack of value Poor quality Poor employment policies Adverse impact on the environment

Debt providers

Wider community

Suppliers

Shareholders

Employees

Customers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 41

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Internalcontrol environmentThe control environment is the attitude awareness andactions of management in relation to internal controls providing the background for the operation of other controls

Risk management philosophy Risk appetite Integrity Ethics Organisational environment

Risk environment

Managements philosophy and operating style Control culture Organisational structure Methods of imposing control Integrity ethical values and competence

Elements of internal environment

Clear risk management strategies Culturecode of conductHRMreward systems support

objectives and risk limitation Senior management commitment to competence

integrity and trust Clear authority and responsibility Communication procedures Staff have knowledge skills and tools

Strong internal environment

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 42

5 Risk attitudes and internal environment Page 43

Embedding risk awarenessRisk assessment should evolve into a consistent activityembedded across all processes focus on

Threats to shareholdersstakeholders (future growthopportunitiescore business)

Consistent action-orientated risk assessment

Internal communications programme Training Involvement in risk identification Incentives Key personnel persuasion Infrastructure support

Changing risk culture Definitions and objectives Regulatory requirements Links to strategic decision-making Key areas Risk classification Risk responsibilities Important controls Assurance reporting Training

Risk policy statement

Risk registerFormal collection of risk and response informationRegister lists and prioritises risks and specifiesresponsible individuals and action taken

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 43

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Board

Senior managers

Internal audit

External audit

Line managers

Staff

Determines risk management strategy and monitors overall risks setsand reviews internal control

Build on overall framework specifying risk management methods andco-ordinate responses may staff risk management group

Audit risk management processkey risk area controls

Audit risk areas that impact materially on financial statements

Identify and evaluate risks in their areas use performanceindicators for monitoring implement responses

Follow risk management procedures have good understandingreport dangers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 44

5 Risk attitudes and internal environment Page 45

Risk committeeCommittee of directors separate from auditcommittee responsible for monitoring andsupervising risk identification and management

Can be staffed by executive directors Allows audit committee to concentrate on

financial risks

Risk management personnelRisk specialist ndash consultant called in to advise on particularaspects of risk management

Risk manager ndash employee with specific responsibility fordealing appropriately with risks

Risk management function ndash employees in largerorganisations

Determine risk managementstrategypolicy

Review reports on risk Monitor overall exposure Monitor changes in circumstances Assess effectiveness of RM systems Review statement on internal control

Role of RM committee

Helping determine risk management strategies Champions of risk management Building risk awareness culture Establishing risk policy and structures Developing and reviewing risk management processes Co-ordinating functional responses Preparing report for boardshareholders

Role of RM function

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 45

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

MissionA general objective visionary often unwritten andvery open-ended without any time limit for achievement

Strategic ndash high level goals support mission Operational ndash effectiveness and efficiency Reporting ndash reliability Compliance ndash with applicable laws

COSO model

Profitability Market share Growth Cash flow Customer satisfaction Quality Added value

Corporate objectives

Objective setting and riskStrategic objectives and mission will influence riskmanagement

However businesses should also determine riskappetite (willingness to take risks) and riskstrategy

These in turn should influence business objectivesBusinesses should take a portfolio view of riskslooking at relevant risks over the whole organisation

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 46

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 42: 2015 bpp p1 passcards

4 Internal control systemsPage 37

Internal EnvironmentObjective Setting

Event IdentificationRisk AssessmentRisk Response

Control ActivitiesInformation amp Communication

Monitoring

STRATEGIC

OPERATIONS

REPORTING

COMPLIANCE

ENTITY LEVELDIVISION

BUSINESS UNITSUBSIDIARY

COSOs Enterprise Risk Management framework

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 37

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Objectives Risk links Compatibility Control mixHuman

resources

Framework Review Information

ASSESSMENT

Feedback Costsbenefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 38

5 Risk attitudes and internal environment

Topic List

Risk attributes

Stakeholders and risk

Internal environment

Risk management responsibilities

Objective setting

This chapter covers the underlying factors that helpdetermine how organisations respond to the risks theyface These factors include attitudes to risk theenvironment and culture and the organisational structureincluding responsibilities for dealing with risks

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 39

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Emotional satisfaction

Risk-averse or risk-seeking

Riskreturn

Size Structure Development Past experience Focus on avoiding

risk

Organisational influences

Shareholder requirements

Personal views

Risk attributes

National influences Government protection

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 40

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

5 Risk attitudes and internal environment Page 41

RISK

CONCERNS

Dividend impact Capital gain impact Dependent on their risk appetitediversification Threat to repayment Security imposed Threat of other debts Job threats Health and safety worries Ability to take action Losses on sales Unwilling credit suppliers Disruption of relationships Delivery failures Lack of value Poor quality Poor employment policies Adverse impact on the environment

Debt providers

Wider community

Suppliers

Shareholders

Employees

Customers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 41

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Internalcontrol environmentThe control environment is the attitude awareness andactions of management in relation to internal controls providing the background for the operation of other controls

Risk management philosophy Risk appetite Integrity Ethics Organisational environment

Risk environment

Managements philosophy and operating style Control culture Organisational structure Methods of imposing control Integrity ethical values and competence

Elements of internal environment

Clear risk management strategies Culturecode of conductHRMreward systems support

objectives and risk limitation Senior management commitment to competence

integrity and trust Clear authority and responsibility Communication procedures Staff have knowledge skills and tools

Strong internal environment

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 42

5 Risk attitudes and internal environment Page 43

Embedding risk awarenessRisk assessment should evolve into a consistent activityembedded across all processes focus on

Threats to shareholdersstakeholders (future growthopportunitiescore business)

Consistent action-orientated risk assessment

Internal communications programme Training Involvement in risk identification Incentives Key personnel persuasion Infrastructure support

Changing risk culture Definitions and objectives Regulatory requirements Links to strategic decision-making Key areas Risk classification Risk responsibilities Important controls Assurance reporting Training

Risk policy statement

Risk registerFormal collection of risk and response informationRegister lists and prioritises risks and specifiesresponsible individuals and action taken

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 43

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Board

Senior managers

Internal audit

External audit

Line managers

Staff

Determines risk management strategy and monitors overall risks setsand reviews internal control

Build on overall framework specifying risk management methods andco-ordinate responses may staff risk management group

Audit risk management processkey risk area controls

Audit risk areas that impact materially on financial statements

Identify and evaluate risks in their areas use performanceindicators for monitoring implement responses

Follow risk management procedures have good understandingreport dangers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 44

5 Risk attitudes and internal environment Page 45

Risk committeeCommittee of directors separate from auditcommittee responsible for monitoring andsupervising risk identification and management

Can be staffed by executive directors Allows audit committee to concentrate on

financial risks

Risk management personnelRisk specialist ndash consultant called in to advise on particularaspects of risk management

Risk manager ndash employee with specific responsibility fordealing appropriately with risks

Risk management function ndash employees in largerorganisations

Determine risk managementstrategypolicy

Review reports on risk Monitor overall exposure Monitor changes in circumstances Assess effectiveness of RM systems Review statement on internal control

Role of RM committee

Helping determine risk management strategies Champions of risk management Building risk awareness culture Establishing risk policy and structures Developing and reviewing risk management processes Co-ordinating functional responses Preparing report for boardshareholders

Role of RM function

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 45

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

MissionA general objective visionary often unwritten andvery open-ended without any time limit for achievement

Strategic ndash high level goals support mission Operational ndash effectiveness and efficiency Reporting ndash reliability Compliance ndash with applicable laws

COSO model

Profitability Market share Growth Cash flow Customer satisfaction Quality Added value

Corporate objectives

Objective setting and riskStrategic objectives and mission will influence riskmanagement

However businesses should also determine riskappetite (willingness to take risks) and riskstrategy

These in turn should influence business objectivesBusinesses should take a portfolio view of riskslooking at relevant risks over the whole organisation

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 46

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 43: 2015 bpp p1 passcards

Controlsystems

Enterprise riskmanagement

Assessment ofsystems

Control limitations

Controlframework

Nature ofrisks

Objectives Risk links Compatibility Control mixHuman

resources

Framework Review Information

ASSESSMENT

Feedback Costsbenefits

(004)ACP1PC14_CH04qxp 5282014 1242 AM Page 38

5 Risk attitudes and internal environment

Topic List

Risk attributes

Stakeholders and risk

Internal environment

Risk management responsibilities

Objective setting

This chapter covers the underlying factors that helpdetermine how organisations respond to the risks theyface These factors include attitudes to risk theenvironment and culture and the organisational structureincluding responsibilities for dealing with risks

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 39

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Emotional satisfaction

Risk-averse or risk-seeking

Riskreturn

Size Structure Development Past experience Focus on avoiding

risk

Organisational influences

Shareholder requirements

Personal views

Risk attributes

National influences Government protection

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 40

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

5 Risk attitudes and internal environment Page 41

RISK

CONCERNS

Dividend impact Capital gain impact Dependent on their risk appetitediversification Threat to repayment Security imposed Threat of other debts Job threats Health and safety worries Ability to take action Losses on sales Unwilling credit suppliers Disruption of relationships Delivery failures Lack of value Poor quality Poor employment policies Adverse impact on the environment

Debt providers

Wider community

Suppliers

Shareholders

Employees

Customers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 41

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Internalcontrol environmentThe control environment is the attitude awareness andactions of management in relation to internal controls providing the background for the operation of other controls

Risk management philosophy Risk appetite Integrity Ethics Organisational environment

Risk environment

Managements philosophy and operating style Control culture Organisational structure Methods of imposing control Integrity ethical values and competence

Elements of internal environment

Clear risk management strategies Culturecode of conductHRMreward systems support

objectives and risk limitation Senior management commitment to competence

integrity and trust Clear authority and responsibility Communication procedures Staff have knowledge skills and tools

Strong internal environment

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 42

5 Risk attitudes and internal environment Page 43

Embedding risk awarenessRisk assessment should evolve into a consistent activityembedded across all processes focus on

Threats to shareholdersstakeholders (future growthopportunitiescore business)

Consistent action-orientated risk assessment

Internal communications programme Training Involvement in risk identification Incentives Key personnel persuasion Infrastructure support

Changing risk culture Definitions and objectives Regulatory requirements Links to strategic decision-making Key areas Risk classification Risk responsibilities Important controls Assurance reporting Training

Risk policy statement

Risk registerFormal collection of risk and response informationRegister lists and prioritises risks and specifiesresponsible individuals and action taken

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 43

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Board

Senior managers

Internal audit

External audit

Line managers

Staff

Determines risk management strategy and monitors overall risks setsand reviews internal control

Build on overall framework specifying risk management methods andco-ordinate responses may staff risk management group

Audit risk management processkey risk area controls

Audit risk areas that impact materially on financial statements

Identify and evaluate risks in their areas use performanceindicators for monitoring implement responses

Follow risk management procedures have good understandingreport dangers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 44

5 Risk attitudes and internal environment Page 45

Risk committeeCommittee of directors separate from auditcommittee responsible for monitoring andsupervising risk identification and management

Can be staffed by executive directors Allows audit committee to concentrate on

financial risks

Risk management personnelRisk specialist ndash consultant called in to advise on particularaspects of risk management

Risk manager ndash employee with specific responsibility fordealing appropriately with risks

Risk management function ndash employees in largerorganisations

Determine risk managementstrategypolicy

Review reports on risk Monitor overall exposure Monitor changes in circumstances Assess effectiveness of RM systems Review statement on internal control

Role of RM committee

Helping determine risk management strategies Champions of risk management Building risk awareness culture Establishing risk policy and structures Developing and reviewing risk management processes Co-ordinating functional responses Preparing report for boardshareholders

Role of RM function

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 45

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

MissionA general objective visionary often unwritten andvery open-ended without any time limit for achievement

Strategic ndash high level goals support mission Operational ndash effectiveness and efficiency Reporting ndash reliability Compliance ndash with applicable laws

COSO model

Profitability Market share Growth Cash flow Customer satisfaction Quality Added value

Corporate objectives

Objective setting and riskStrategic objectives and mission will influence riskmanagement

However businesses should also determine riskappetite (willingness to take risks) and riskstrategy

These in turn should influence business objectivesBusinesses should take a portfolio view of riskslooking at relevant risks over the whole organisation

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 46

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 44: 2015 bpp p1 passcards

5 Risk attitudes and internal environment

Topic List

Risk attributes

Stakeholders and risk

Internal environment

Risk management responsibilities

Objective setting

This chapter covers the underlying factors that helpdetermine how organisations respond to the risks theyface These factors include attitudes to risk theenvironment and culture and the organisational structureincluding responsibilities for dealing with risks

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 39

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Emotional satisfaction

Risk-averse or risk-seeking

Riskreturn

Size Structure Development Past experience Focus on avoiding

risk

Organisational influences

Shareholder requirements

Personal views

Risk attributes

National influences Government protection

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 40

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

5 Risk attitudes and internal environment Page 41

RISK

CONCERNS

Dividend impact Capital gain impact Dependent on their risk appetitediversification Threat to repayment Security imposed Threat of other debts Job threats Health and safety worries Ability to take action Losses on sales Unwilling credit suppliers Disruption of relationships Delivery failures Lack of value Poor quality Poor employment policies Adverse impact on the environment

Debt providers

Wider community

Suppliers

Shareholders

Employees

Customers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 41

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Internalcontrol environmentThe control environment is the attitude awareness andactions of management in relation to internal controls providing the background for the operation of other controls

Risk management philosophy Risk appetite Integrity Ethics Organisational environment

Risk environment

Managements philosophy and operating style Control culture Organisational structure Methods of imposing control Integrity ethical values and competence

Elements of internal environment

Clear risk management strategies Culturecode of conductHRMreward systems support

objectives and risk limitation Senior management commitment to competence

integrity and trust Clear authority and responsibility Communication procedures Staff have knowledge skills and tools

Strong internal environment

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 42

5 Risk attitudes and internal environment Page 43

Embedding risk awarenessRisk assessment should evolve into a consistent activityembedded across all processes focus on

Threats to shareholdersstakeholders (future growthopportunitiescore business)

Consistent action-orientated risk assessment

Internal communications programme Training Involvement in risk identification Incentives Key personnel persuasion Infrastructure support

Changing risk culture Definitions and objectives Regulatory requirements Links to strategic decision-making Key areas Risk classification Risk responsibilities Important controls Assurance reporting Training

Risk policy statement

Risk registerFormal collection of risk and response informationRegister lists and prioritises risks and specifiesresponsible individuals and action taken

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 43

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Board

Senior managers

Internal audit

External audit

Line managers

Staff

Determines risk management strategy and monitors overall risks setsand reviews internal control

Build on overall framework specifying risk management methods andco-ordinate responses may staff risk management group

Audit risk management processkey risk area controls

Audit risk areas that impact materially on financial statements

Identify and evaluate risks in their areas use performanceindicators for monitoring implement responses

Follow risk management procedures have good understandingreport dangers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 44

5 Risk attitudes and internal environment Page 45

Risk committeeCommittee of directors separate from auditcommittee responsible for monitoring andsupervising risk identification and management

Can be staffed by executive directors Allows audit committee to concentrate on

financial risks

Risk management personnelRisk specialist ndash consultant called in to advise on particularaspects of risk management

Risk manager ndash employee with specific responsibility fordealing appropriately with risks

Risk management function ndash employees in largerorganisations

Determine risk managementstrategypolicy

Review reports on risk Monitor overall exposure Monitor changes in circumstances Assess effectiveness of RM systems Review statement on internal control

Role of RM committee

Helping determine risk management strategies Champions of risk management Building risk awareness culture Establishing risk policy and structures Developing and reviewing risk management processes Co-ordinating functional responses Preparing report for boardshareholders

Role of RM function

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 45

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

MissionA general objective visionary often unwritten andvery open-ended without any time limit for achievement

Strategic ndash high level goals support mission Operational ndash effectiveness and efficiency Reporting ndash reliability Compliance ndash with applicable laws

COSO model

Profitability Market share Growth Cash flow Customer satisfaction Quality Added value

Corporate objectives

Objective setting and riskStrategic objectives and mission will influence riskmanagement

However businesses should also determine riskappetite (willingness to take risks) and riskstrategy

These in turn should influence business objectivesBusinesses should take a portfolio view of riskslooking at relevant risks over the whole organisation

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 46

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 45: 2015 bpp p1 passcards

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Emotional satisfaction

Risk-averse or risk-seeking

Riskreturn

Size Structure Development Past experience Focus on avoiding

risk

Organisational influences

Shareholder requirements

Personal views

Risk attributes

National influences Government protection

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 40

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

5 Risk attitudes and internal environment Page 41

RISK

CONCERNS

Dividend impact Capital gain impact Dependent on their risk appetitediversification Threat to repayment Security imposed Threat of other debts Job threats Health and safety worries Ability to take action Losses on sales Unwilling credit suppliers Disruption of relationships Delivery failures Lack of value Poor quality Poor employment policies Adverse impact on the environment

Debt providers

Wider community

Suppliers

Shareholders

Employees

Customers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 41

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Internalcontrol environmentThe control environment is the attitude awareness andactions of management in relation to internal controls providing the background for the operation of other controls

Risk management philosophy Risk appetite Integrity Ethics Organisational environment

Risk environment

Managements philosophy and operating style Control culture Organisational structure Methods of imposing control Integrity ethical values and competence

Elements of internal environment

Clear risk management strategies Culturecode of conductHRMreward systems support

objectives and risk limitation Senior management commitment to competence

integrity and trust Clear authority and responsibility Communication procedures Staff have knowledge skills and tools

Strong internal environment

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 42

5 Risk attitudes and internal environment Page 43

Embedding risk awarenessRisk assessment should evolve into a consistent activityembedded across all processes focus on

Threats to shareholdersstakeholders (future growthopportunitiescore business)

Consistent action-orientated risk assessment

Internal communications programme Training Involvement in risk identification Incentives Key personnel persuasion Infrastructure support

Changing risk culture Definitions and objectives Regulatory requirements Links to strategic decision-making Key areas Risk classification Risk responsibilities Important controls Assurance reporting Training

Risk policy statement

Risk registerFormal collection of risk and response informationRegister lists and prioritises risks and specifiesresponsible individuals and action taken

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 43

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Board

Senior managers

Internal audit

External audit

Line managers

Staff

Determines risk management strategy and monitors overall risks setsand reviews internal control

Build on overall framework specifying risk management methods andco-ordinate responses may staff risk management group

Audit risk management processkey risk area controls

Audit risk areas that impact materially on financial statements

Identify and evaluate risks in their areas use performanceindicators for monitoring implement responses

Follow risk management procedures have good understandingreport dangers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 44

5 Risk attitudes and internal environment Page 45

Risk committeeCommittee of directors separate from auditcommittee responsible for monitoring andsupervising risk identification and management

Can be staffed by executive directors Allows audit committee to concentrate on

financial risks

Risk management personnelRisk specialist ndash consultant called in to advise on particularaspects of risk management

Risk manager ndash employee with specific responsibility fordealing appropriately with risks

Risk management function ndash employees in largerorganisations

Determine risk managementstrategypolicy

Review reports on risk Monitor overall exposure Monitor changes in circumstances Assess effectiveness of RM systems Review statement on internal control

Role of RM committee

Helping determine risk management strategies Champions of risk management Building risk awareness culture Establishing risk policy and structures Developing and reviewing risk management processes Co-ordinating functional responses Preparing report for boardshareholders

Role of RM function

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 45

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

MissionA general objective visionary often unwritten andvery open-ended without any time limit for achievement

Strategic ndash high level goals support mission Operational ndash effectiveness and efficiency Reporting ndash reliability Compliance ndash with applicable laws

COSO model

Profitability Market share Growth Cash flow Customer satisfaction Quality Added value

Corporate objectives

Objective setting and riskStrategic objectives and mission will influence riskmanagement

However businesses should also determine riskappetite (willingness to take risks) and riskstrategy

These in turn should influence business objectivesBusinesses should take a portfolio view of riskslooking at relevant risks over the whole organisation

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 46

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 46: 2015 bpp p1 passcards

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

5 Risk attitudes and internal environment Page 41

RISK

CONCERNS

Dividend impact Capital gain impact Dependent on their risk appetitediversification Threat to repayment Security imposed Threat of other debts Job threats Health and safety worries Ability to take action Losses on sales Unwilling credit suppliers Disruption of relationships Delivery failures Lack of value Poor quality Poor employment policies Adverse impact on the environment

Debt providers

Wider community

Suppliers

Shareholders

Employees

Customers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 41

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Internalcontrol environmentThe control environment is the attitude awareness andactions of management in relation to internal controls providing the background for the operation of other controls

Risk management philosophy Risk appetite Integrity Ethics Organisational environment

Risk environment

Managements philosophy and operating style Control culture Organisational structure Methods of imposing control Integrity ethical values and competence

Elements of internal environment

Clear risk management strategies Culturecode of conductHRMreward systems support

objectives and risk limitation Senior management commitment to competence

integrity and trust Clear authority and responsibility Communication procedures Staff have knowledge skills and tools

Strong internal environment

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 42

5 Risk attitudes and internal environment Page 43

Embedding risk awarenessRisk assessment should evolve into a consistent activityembedded across all processes focus on

Threats to shareholdersstakeholders (future growthopportunitiescore business)

Consistent action-orientated risk assessment

Internal communications programme Training Involvement in risk identification Incentives Key personnel persuasion Infrastructure support

Changing risk culture Definitions and objectives Regulatory requirements Links to strategic decision-making Key areas Risk classification Risk responsibilities Important controls Assurance reporting Training

Risk policy statement

Risk registerFormal collection of risk and response informationRegister lists and prioritises risks and specifiesresponsible individuals and action taken

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 43

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Board

Senior managers

Internal audit

External audit

Line managers

Staff

Determines risk management strategy and monitors overall risks setsand reviews internal control

Build on overall framework specifying risk management methods andco-ordinate responses may staff risk management group

Audit risk management processkey risk area controls

Audit risk areas that impact materially on financial statements

Identify and evaluate risks in their areas use performanceindicators for monitoring implement responses

Follow risk management procedures have good understandingreport dangers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 44

5 Risk attitudes and internal environment Page 45

Risk committeeCommittee of directors separate from auditcommittee responsible for monitoring andsupervising risk identification and management

Can be staffed by executive directors Allows audit committee to concentrate on

financial risks

Risk management personnelRisk specialist ndash consultant called in to advise on particularaspects of risk management

Risk manager ndash employee with specific responsibility fordealing appropriately with risks

Risk management function ndash employees in largerorganisations

Determine risk managementstrategypolicy

Review reports on risk Monitor overall exposure Monitor changes in circumstances Assess effectiveness of RM systems Review statement on internal control

Role of RM committee

Helping determine risk management strategies Champions of risk management Building risk awareness culture Establishing risk policy and structures Developing and reviewing risk management processes Co-ordinating functional responses Preparing report for boardshareholders

Role of RM function

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 45

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

MissionA general objective visionary often unwritten andvery open-ended without any time limit for achievement

Strategic ndash high level goals support mission Operational ndash effectiveness and efficiency Reporting ndash reliability Compliance ndash with applicable laws

COSO model

Profitability Market share Growth Cash flow Customer satisfaction Quality Added value

Corporate objectives

Objective setting and riskStrategic objectives and mission will influence riskmanagement

However businesses should also determine riskappetite (willingness to take risks) and riskstrategy

These in turn should influence business objectivesBusinesses should take a portfolio view of riskslooking at relevant risks over the whole organisation

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 46

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 47: 2015 bpp p1 passcards

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Internalcontrol environmentThe control environment is the attitude awareness andactions of management in relation to internal controls providing the background for the operation of other controls

Risk management philosophy Risk appetite Integrity Ethics Organisational environment

Risk environment

Managements philosophy and operating style Control culture Organisational structure Methods of imposing control Integrity ethical values and competence

Elements of internal environment

Clear risk management strategies Culturecode of conductHRMreward systems support

objectives and risk limitation Senior management commitment to competence

integrity and trust Clear authority and responsibility Communication procedures Staff have knowledge skills and tools

Strong internal environment

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 42

5 Risk attitudes and internal environment Page 43

Embedding risk awarenessRisk assessment should evolve into a consistent activityembedded across all processes focus on

Threats to shareholdersstakeholders (future growthopportunitiescore business)

Consistent action-orientated risk assessment

Internal communications programme Training Involvement in risk identification Incentives Key personnel persuasion Infrastructure support

Changing risk culture Definitions and objectives Regulatory requirements Links to strategic decision-making Key areas Risk classification Risk responsibilities Important controls Assurance reporting Training

Risk policy statement

Risk registerFormal collection of risk and response informationRegister lists and prioritises risks and specifiesresponsible individuals and action taken

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 43

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Board

Senior managers

Internal audit

External audit

Line managers

Staff

Determines risk management strategy and monitors overall risks setsand reviews internal control

Build on overall framework specifying risk management methods andco-ordinate responses may staff risk management group

Audit risk management processkey risk area controls

Audit risk areas that impact materially on financial statements

Identify and evaluate risks in their areas use performanceindicators for monitoring implement responses

Follow risk management procedures have good understandingreport dangers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 44

5 Risk attitudes and internal environment Page 45

Risk committeeCommittee of directors separate from auditcommittee responsible for monitoring andsupervising risk identification and management

Can be staffed by executive directors Allows audit committee to concentrate on

financial risks

Risk management personnelRisk specialist ndash consultant called in to advise on particularaspects of risk management

Risk manager ndash employee with specific responsibility fordealing appropriately with risks

Risk management function ndash employees in largerorganisations

Determine risk managementstrategypolicy

Review reports on risk Monitor overall exposure Monitor changes in circumstances Assess effectiveness of RM systems Review statement on internal control

Role of RM committee

Helping determine risk management strategies Champions of risk management Building risk awareness culture Establishing risk policy and structures Developing and reviewing risk management processes Co-ordinating functional responses Preparing report for boardshareholders

Role of RM function

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 45

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

MissionA general objective visionary often unwritten andvery open-ended without any time limit for achievement

Strategic ndash high level goals support mission Operational ndash effectiveness and efficiency Reporting ndash reliability Compliance ndash with applicable laws

COSO model

Profitability Market share Growth Cash flow Customer satisfaction Quality Added value

Corporate objectives

Objective setting and riskStrategic objectives and mission will influence riskmanagement

However businesses should also determine riskappetite (willingness to take risks) and riskstrategy

These in turn should influence business objectivesBusinesses should take a portfolio view of riskslooking at relevant risks over the whole organisation

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 46

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 48: 2015 bpp p1 passcards

5 Risk attitudes and internal environment Page 43

Embedding risk awarenessRisk assessment should evolve into a consistent activityembedded across all processes focus on

Threats to shareholdersstakeholders (future growthopportunitiescore business)

Consistent action-orientated risk assessment

Internal communications programme Training Involvement in risk identification Incentives Key personnel persuasion Infrastructure support

Changing risk culture Definitions and objectives Regulatory requirements Links to strategic decision-making Key areas Risk classification Risk responsibilities Important controls Assurance reporting Training

Risk policy statement

Risk registerFormal collection of risk and response informationRegister lists and prioritises risks and specifiesresponsible individuals and action taken

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 43

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Board

Senior managers

Internal audit

External audit

Line managers

Staff

Determines risk management strategy and monitors overall risks setsand reviews internal control

Build on overall framework specifying risk management methods andco-ordinate responses may staff risk management group

Audit risk management processkey risk area controls

Audit risk areas that impact materially on financial statements

Identify and evaluate risks in their areas use performanceindicators for monitoring implement responses

Follow risk management procedures have good understandingreport dangers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 44

5 Risk attitudes and internal environment Page 45

Risk committeeCommittee of directors separate from auditcommittee responsible for monitoring andsupervising risk identification and management

Can be staffed by executive directors Allows audit committee to concentrate on

financial risks

Risk management personnelRisk specialist ndash consultant called in to advise on particularaspects of risk management

Risk manager ndash employee with specific responsibility fordealing appropriately with risks

Risk management function ndash employees in largerorganisations

Determine risk managementstrategypolicy

Review reports on risk Monitor overall exposure Monitor changes in circumstances Assess effectiveness of RM systems Review statement on internal control

Role of RM committee

Helping determine risk management strategies Champions of risk management Building risk awareness culture Establishing risk policy and structures Developing and reviewing risk management processes Co-ordinating functional responses Preparing report for boardshareholders

Role of RM function

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 45

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

MissionA general objective visionary often unwritten andvery open-ended without any time limit for achievement

Strategic ndash high level goals support mission Operational ndash effectiveness and efficiency Reporting ndash reliability Compliance ndash with applicable laws

COSO model

Profitability Market share Growth Cash flow Customer satisfaction Quality Added value

Corporate objectives

Objective setting and riskStrategic objectives and mission will influence riskmanagement

However businesses should also determine riskappetite (willingness to take risks) and riskstrategy

These in turn should influence business objectivesBusinesses should take a portfolio view of riskslooking at relevant risks over the whole organisation

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 46

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 49: 2015 bpp p1 passcards

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

Board

Senior managers

Internal audit

External audit

Line managers

Staff

Determines risk management strategy and monitors overall risks setsand reviews internal control

Build on overall framework specifying risk management methods andco-ordinate responses may staff risk management group

Audit risk management processkey risk area controls

Audit risk areas that impact materially on financial statements

Identify and evaluate risks in their areas use performanceindicators for monitoring implement responses

Follow risk management procedures have good understandingreport dangers

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 44

5 Risk attitudes and internal environment Page 45

Risk committeeCommittee of directors separate from auditcommittee responsible for monitoring andsupervising risk identification and management

Can be staffed by executive directors Allows audit committee to concentrate on

financial risks

Risk management personnelRisk specialist ndash consultant called in to advise on particularaspects of risk management

Risk manager ndash employee with specific responsibility fordealing appropriately with risks

Risk management function ndash employees in largerorganisations

Determine risk managementstrategypolicy

Review reports on risk Monitor overall exposure Monitor changes in circumstances Assess effectiveness of RM systems Review statement on internal control

Role of RM committee

Helping determine risk management strategies Champions of risk management Building risk awareness culture Establishing risk policy and structures Developing and reviewing risk management processes Co-ordinating functional responses Preparing report for boardshareholders

Role of RM function

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 45

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

MissionA general objective visionary often unwritten andvery open-ended without any time limit for achievement

Strategic ndash high level goals support mission Operational ndash effectiveness and efficiency Reporting ndash reliability Compliance ndash with applicable laws

COSO model

Profitability Market share Growth Cash flow Customer satisfaction Quality Added value

Corporate objectives

Objective setting and riskStrategic objectives and mission will influence riskmanagement

However businesses should also determine riskappetite (willingness to take risks) and riskstrategy

These in turn should influence business objectivesBusinesses should take a portfolio view of riskslooking at relevant risks over the whole organisation

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 46

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 50: 2015 bpp p1 passcards

5 Risk attitudes and internal environment Page 45

Risk committeeCommittee of directors separate from auditcommittee responsible for monitoring andsupervising risk identification and management

Can be staffed by executive directors Allows audit committee to concentrate on

financial risks

Risk management personnelRisk specialist ndash consultant called in to advise on particularaspects of risk management

Risk manager ndash employee with specific responsibility fordealing appropriately with risks

Risk management function ndash employees in largerorganisations

Determine risk managementstrategypolicy

Review reports on risk Monitor overall exposure Monitor changes in circumstances Assess effectiveness of RM systems Review statement on internal control

Role of RM committee

Helping determine risk management strategies Champions of risk management Building risk awareness culture Establishing risk policy and structures Developing and reviewing risk management processes Co-ordinating functional responses Preparing report for boardshareholders

Role of RM function

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 45

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

MissionA general objective visionary often unwritten andvery open-ended without any time limit for achievement

Strategic ndash high level goals support mission Operational ndash effectiveness and efficiency Reporting ndash reliability Compliance ndash with applicable laws

COSO model

Profitability Market share Growth Cash flow Customer satisfaction Quality Added value

Corporate objectives

Objective setting and riskStrategic objectives and mission will influence riskmanagement

However businesses should also determine riskappetite (willingness to take risks) and riskstrategy

These in turn should influence business objectivesBusinesses should take a portfolio view of riskslooking at relevant risks over the whole organisation

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 46

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 51: 2015 bpp p1 passcards

Objectivesetting

Risk managementresponsibilities

Internalenvironment

Stakeholdersand risk

Risk attributes

MissionA general objective visionary often unwritten andvery open-ended without any time limit for achievement

Strategic ndash high level goals support mission Operational ndash effectiveness and efficiency Reporting ndash reliability Compliance ndash with applicable laws

COSO model

Profitability Market share Growth Cash flow Customer satisfaction Quality Added value

Corporate objectives

Objective setting and riskStrategic objectives and mission will influence riskmanagement

However businesses should also determine riskappetite (willingness to take risks) and riskstrategy

These in turn should influence business objectivesBusinesses should take a portfolio view of riskslooking at relevant risks over the whole organisation

(005)ACP1PC14_CH05qxp 5282014 1243 AM Page 46

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 52: 2015 bpp p1 passcards

6 Risks

Topic List

Strategic and operational risks

Types of risks

Risk identification

In this chapter we look at the risks that organisationsface We draw various important distinctions betweendifferent kinds of risk and emphasise the link betweenrisk and return We also look at examples of the key risksthat organisations have to counter

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 47

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 53: 2015 bpp p1 passcards

Types of risksStrategic andoperational risks

Risk identification

Strategic risksFundamental risks to organisations profitsexistencearising from the sector itrsquos in and the nature of what itdoes Strategic risks arise out of decisions aboutresources products acquisitions and investments

Operational risksRisks of loss from failures in internal business andcontrol processes

Stakeholders State of economy Nature of industriesmarkets Level of competition Availabilityprice of resources Flexibility of production Ability to innovateRampD Stage of product life cycle

Factors affecting strategic risks IT failures Human error Loss of key staff Fraud Business interruptions Internal audit weaknesses

Examples

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 48

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 54: 2015 bpp p1 passcards

Entrepreneurial risksRisks from carrying out business activitiesEntrepreneurial risks must be taken if business is tomake profits

Financial risksThreats to organisationrsquos continued existencethrough lack of available funds or taking onexcessive or unsuitable commitments Risks alsoinclude credit risk from non-paying debtors andcurrencyinterest rate risks

Market risksRisks arising from markets within which a companyoperates risks arising from movements in marketvalue of asset

6 RisksPage 49

Types of risksStrategic andoperational risks

Risk identification

Product risksRisks of financial loss due to producing a poorquality product They include need to compensatedissatisfied customers possible loss of sales andneed for expenditure on quality control procedures

Legal risksRisks of fines or threats of closedown or incurringcosts to fight legal actions

Political risksPolitical risk is the risk that political action will affectorganisation Examples include quotas tariffsexchange controls and nationalisation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 49

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 55: 2015 bpp p1 passcards

Types of risksStrategic andoperational risks

Risk identification

Fraud risksRisks of loss through fraudulent activities of employeesor managers Fraud risks are often increased by poorcorporate governance procedures allowing senior staffto commit fraud because mechanisms to challengetheir behaviour are ineffective

Knowledge management risksRisks of losses due to failure to secure knowledgeresources adequately Risks include abuse ofintellectual property power failures leading to loss ofinformation loss of key staff

Property risksRisks from damage destruction or theft of propertyDangers include fire wind water leakage andvandalism

Technological risksRisks of loss through the inadequaciesdisruption ofIT systems and resources risks arising frominformation strategy pursued

Health and safety risksRisks include loss of employees time and having topay compensation or legal costs Risks arisebecause of lack of policy poor culture lack ofemergency procedures

Environmental risksRisk arising out of environmental effects ofoperations Organisations can suffer fines badpublicity non-co-operation

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 50

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 56: 2015 bpp p1 passcards

6 RisksPage 51

Trading risksRisks of disruption in the course of trade

Physical ndash goodsdocumentation loststolen Trade ndash customer refuses goodscancels order Liquidity ndash inability to finance activities

Disruption risksRisk of disruption to operations caused by ITfailures employee problems supplier loss legalaction

Resource wastage risksRisks include incurring excessive costs or waste ofemployees time and resources

Crystallisation of risks Poor customer service Failure to innovate Poor ethics

Poor reputation

Organisational risksRisks that membersemployees of an organisationwill behave in ways detrimental to the organisationeg failure to adapt to change

Reputation risksRisk of loss of reputation arising from adverseconsequences of another risk

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 51

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 57: 2015 bpp p1 passcards

Riskidentification

Types of risksStrategic andoperational risks

Physical inspection

Enquiries

Brainstorming

Checklists

Benchmarking

Risk condition identification

Risk identificationNeed to know whether likely perils are present and be aware of possibility of unlikely risks Identification canfocus on targeting unacceptable risks or risk levels

External events eg economic conditions

Internal events eg human errors

Conditions resulting in risks

Trends and root causes

Event interdependencies

Event identification

(006)ACP1PC14_CH06qxp 5282014 1243 AM Page 52

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 58: 2015 bpp p1 passcards

7 Risk assessment and response

Topic List

Risk assessment

Risk responses

Control activities

In this very important chapter we deal with how risks aremanaged in particular how risks are reduced by controlactivities

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 53

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 59: 2015 bpp p1 passcards

Riskassessment

Riskresponses

Controlactivities

Risk managementeffectiveness

Risk managementcosts

Stakeholderpressures

Comprehensivecoverage

Risk assessment

Accurate analysis Responsive tochanging risks

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 54

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 60: 2015 bpp p1 passcards

7 Risk assessment and responsePage 55

LikelihoodConsequences matrix Risk quantificationUse LikelihoodConsequences matrix as basis forsetting priorities for risk management

Need an idea of possible results or losses togetherwith distributions and confidence limits

Average or expected result or loss Frequency of losses Chances of losses Largest predictable loss

Key calculationsConsequences

HighLow

Low

Loss of suppliers

Loss of lower-levelstaff

High

Likelihood

Loss of key customersFailure of computer systems

Loss of senior or specialiststaffLoss of sales to competitorLoss of sales due tomacroeconomic factors

Sensitivity analysisExamine impact of key variable changes such assales price + volume initial + operating costs cost ofcapital

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 55

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 61: 2015 bpp p1 passcards

Riskassessment

Riskresponses

Controlactivities

Accounting ratiosObjectivesubjective risks

Consolidation of risk

Debt ratio Gearing Interest cover Cash flow ratio Current ratio Quick ratio

Key ratios

Ratios can demonstrate risks to companies andshareholders particularly liquidity or solvency risks

Objective risks can be assessed with high accuracy

Subjective risks cannot be quantified easilyassessment depends on knowledge and skills ofassessor

Related risksRisks may be relatedcorrelated because theircauses are the same or one risk links to another

Need to aggregate at organisation levels risksidentified and quantified at operational level

Need also to consider impact of correlated riskswhere two or more different risks vary together

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 56

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 62: 2015 bpp p1 passcards

Riskresponses

7 Risk assessment and responsePage 57

Controlactivities

Riskassessment

Consequences

Low High

Low Accept

Cost of actionbenefits

Transfer

Insurancecontingency planning

High Reduce

Controls to limit riskoccurrenceimpact

Avoid

Immediate action requiredpossible abandonment of activities

LikelihoodConsequences matrix

Likelihood StopDrop ndash Not taking profitable opportunity on grounds of excessive risk

Go ndash Going ahead with activity and incurring losses

ALARPndash Reducing risks to as low as reasonably practicable levels

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 57

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 63: 2015 bpp p1 passcards

Riskassessment

Riskresponses

Controlactivities

Risk sharing Forwards Joint ventures

Futures Swaps

Risk transfer Options Securitisation

Insurance

Debtequity mix

International

Diversification

Natural hedging

Internal netting

Working capital management

Internal strategies

Financial risk management

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 58

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 64: 2015 bpp p1 passcards

Riskresponses

7 Risk assessment and responsePage 59

Controlactivities

Riskassessment

Classification of controlsCorporate are general policy culture values overallmonitoringManagement include planning performance monitoringrisk evaluationAdministrative include organisation structure authorityand reporting lines communication channelsAccounting are recording of transactions andsafeguarding records transactions and assetsPrevent stop errors happening including checks ofdocumentation before paymentdeliveries madeDetect pick up errorsCorrect minimise or negate errors eg back-upNon-discretionary cant be bypassedGeneral relate to environment

Approval and control of documents

Controls over computerised applications and ITenvironment

Checking arithmetical accuracy

Control accounts

Trial balances

Reconciliations

Physical counts

Comparing internal and external data

Limiting direct physical access

Types of control procedure

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 59

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 65: 2015 bpp p1 passcards

Riskassessment

Riskresponses

Controlactivities

Assurance from internal controlsInternal controls can only provide reasonable assurance that managementobjectives will be achieved because of theirlimitations

Benefits of controlsBenefits may be financial(less costs)

Benefits may be non-financial(efficiency and effectiveness improvements less internalaudit resource required)

Costs of controlsCosts include direct costs (salary) opportunitycosts (time) and perhaps reduced flexibilityresponsiveness and creativity

Difficult to estimate risk exposure

Difficult to estimate impact of controls

Comparison of financial costs v non-financial benefits

Benefits v costs

(007)ACP1PC14_CH07qxp 5282014 1243 AM Page 60

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 66: 2015 bpp p1 passcards

8 Information communication and monitoring

Topic List

Internal communication

Monitoring

Internal audit

Audit committee

Board review and reporting

This chapter emphasises the importance of informationflows and communication between managers and staffThe principles of good communication also apply toformal reports in the accounts on risk and internalcontrol We also cover the monitoring activities requiredto ensure control systems remain effective

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 61

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 67: 2015 bpp p1 passcards

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Directors information requirementsDirectors need information about risks linked toachievement of organisations objectives andcontrol mechanisms that should respond tochanges in business environment

Directors should

Compare different sources of data Consider adequacy of communication

channels Provide feedback Review managementinformation systems

Guidance from chief executive Circulation of risk policies Staff involvement in policy development Workshops and training Whistleblowing procedures

Communication methods

Communication of policiesTurnbull report recommends policies are communicated infollowing areas Customer relations Service levels Health safety and environment Asset security and business continuity Expenditure Accounting financial and other reporting

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 62

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 68: 2015 bpp p1 passcards

Internalcommunication

Monitoring

8 Information communication and monitoringPage 63

Board review and reporting

Audit committeeInternal audit

Strong control environment Prioritisation Communication structurereporting

Effectiveefficient monitoring

Elements of monitoringOngoing monitoring includes routine day-to-dayreviews

Separate evaluation includes annual review ofcontrols plus internal audit evaluations

Monitoring ensures that internal controls continue to operate effectivelyThis process involves assessment by appropriate personnel of the design and operation of controls on a timely basis and taking necessary actions

Audit committee liaison with auditors Internal audit work on control Monitoring programs in information systems Reports of potential failures Supervisory controls Management self-assessment Quality control on internal audit

Monitoring procedures

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 63

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 69: 2015 bpp p1 passcards

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Internal auditInternal audit is an independent appraisal activity established within an organisation which examines andevaluates the adequacy and effectiveness of other controls

Need for internal auditNeed depends on complexity of activities employeenumbers cost-benefit considerations Necessary when

Changes in organisational structure Changes in key risks Problems with internal control systems Increased number of unexplained or unacceptable

eventsObjectives depend on information and recommendationsrequired by organisation also state of organisations riskmanagement

Accounting and internal control systems Financial and operating information Economy efficiency and effectiveness Compliance with laws and regulations Safeguarding of assets Implementation of organisations objectives Risk auditing Special investigations

Internal audit areas

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 64

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 70: 2015 bpp p1 passcards

8 Information communication and monitoringPage 65

IndependenceIA should be independent of activities andmanagement being audited

Threats to independenceThreats include involvement in systems design andconsultancy familiarity with other staff and reportingto finance director whose activities are being audited

IA staff dont audit their previous departments IA staff dont audit systems they designed Unrestricted access to records staff personnel Report to audit committee Rotation of IA staff

Dealing with threats

Objectivity In

Impartiality de

Unbiased views pe

Valid opinion nd

Access to all areas en

Relevant skills ce

Audit senior managers

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 65

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 71: 2015 bpp p1 passcards

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Role of audit committeeThe audit committees work should improve publicconfidence in corporate governance by helping tocreate a climate of control and improving the quality offinancial reporting The committee should also

Enable NEDs to play positive role Help finance director Strengthen position and independence of external

auditors

Audit committee membershipAudit committee should consist of independent non-executive directors and should include member(s)with significant and recent financial experience

Duties of audit committeeReview of financial statements including changesin policies judgemental areas compliance

Relationship with external auditors includingappointmentremoval independence scope liaison

Review of internal audit including standardsindependence scope resources reporting workplans liaison with external auditors results

Review of internal control including systemsadequacy legal compliance fraud risk auditorsreports disclosures

Review of risk management

Investigations

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 66

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 72: 2015 bpp p1 passcards

Internalcommunication

Monitoring

8 Information communication and monitoringPage 67

Board review and reporting

Audit committeeInternal audit

Strategic ConsequenceslikelihoodsRisks

Identifyingevaluating andmanaging risks

Control systemeffectiveness

Actions toreduce risk

Need for moremonitoring

Risk assessment Clear objectives Assessment of significant

risks Acceptable risks

understood

Controlenvironmentactivities Risk management policy Effective culture Senior management

commitment Clear authority lines Communication

Information andcommunication Quality of reports Changing information needs Balanced reporting Whistleblowing channels

Monitoring Effective processes Flexibility Follow-up Significant event

reporting

Regular review

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 67

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 73: 2015 bpp p1 passcards

Internalcommunication

Monitoring Board review and reporting

Audit committeeInternal audit

Annual review of controlsReview should be wider-ranging than normal review Changes in risks faced Changes in organisations ability to respond to risks Scope and quality of managementrsquos monitoring Work ofneed for internal audit Extent and frequency of reports to board Significant controls failings and weaknesses

External reporting on risk managementBoard should disclose existence of process formanaging risks how the board reviewed the effectiveness of the process and whether theprocess accords with the Turnbull guidance

Responsibility for internal control Responsibility for review of effectiveness System manages not eliminates risk System provides reasonable assurance v

loss Summary of review Process for dealing with problems Weaknesses resulting in material losses

Contents of report

Internal risk reportingNeeds to be comprehensive and carried out systematicallyand regularly Most serious risks may need to be reporteddaily Reports should show Risk levels before controls implemented Actual risks vs predicted risks Feedback on action taken Level of residual risks

(008)ACP1PC14_CH08qxp 5282014 1244 AM Page 68

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 74: 2015 bpp p1 passcards

9 Personal ethics

Topic List

Ethical theories

Individual influences

Situational influences

Approaching ethical problems

Donrsquot think of this chapter as too theoreticalYou may seequestions where you have to determine what wouldinfluence an individuals ethical decision-making or useTucker or the AAA model to assist the decision-makingprocess

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 69

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 75: 2015 bpp p1 passcards

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Lack of objective standardsNon-cognitivism ndash no possibility of acquiring objectiveknowledge of moral principles

Moral relativism ndash right and wrong are culturallydetermined

Objective standardsCognitivism ndash objective universal principles exist andcan be known ethics can be regarded as absolute

PluralismDifferent views may exist but it should be possible toreach a consensus morality is a social phenomenon

EgoismAct is ethically justified if decision-makers pursueshort-term desires or long-term interests (justificationfor free market)

Teleological Consequentalist ethics

Deontological ethics

Moral judgements based on outcomes orconsequences Utilitarianism means acting for thegreatest good to the greatest number

Kant stated that acts can be judged in advance bymoral criteria

Do what others should be doing Treat people as autonomous beings and not as

means to an end Act as if acting in accordance with universal laws

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 70

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 76: 2015 bpp p1 passcards

9 Personal ethics Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

National and cultural beliefsDifferences lie in four main areas Role of individual v collective good Acceptance of power distribution Desire to avoid uncertainty Masculinity v femininity (moneypossessions v

peoplerelationships)

MoralityActions are influenced not only by peoples ownintegrity but also how much awareness they have oftheir actions moral consequences

Psychological factorsFocus is on how people think and how they decidewhat is morally right and wrong

Moral developmentKohlbergs three levels ndash ethics determined by

Rewardspunishments (Pre-conventional)

Others expectationslaw (Conventional)

1

2

3 Individuals own decisions (Post-conventional)

Locus of control

Education and employmentPeoples educationwork background seems to be moresignificant with globalisation

Influence individuals believe they have over their ownlives Internal ndash individuals have significant influence External ndash lives shaped by luckcircumstances

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 71

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 77: 2015 bpp p1 passcards

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

Moral intensityCan be used to decide how ethically significant anissue is

Moral framingHow issues are perceived in organisations Use oflanguage can be important (fairnesshonesty) but alsosignificant is the degree to which managers are willingto frame issues in moral terms

Organisational cultureBasic assumptions that define organisations view ofitself and its environment

Values Beliefs Behaviours Taken for granted assumptions

Components of organisational culture

Magnitude of consequences Societys view of problem Probability of effect Speed consequences will occur Nearness of those affected Level of suffering of those affected

Criteria

Nationalcultural contextEthical decision may be shaped by nation in which ithappens

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 72

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 78: 2015 bpp p1 passcards

9 Personal ethics Page 73

Systems of rewardEthical positions can be affected for better or worse byremuneration Basis of reward may encourage undesirable practices Failing to rewardpunishing ethical behaviour may

deter it

BureaucracyA system including detailed rules and proceduresthat underpins reward and authority systems

Rules override individual beliefs Morality in terms of following procedures Distancing individuals from consequences Denial of individualsrsquo moral status

Bureaucracy characteristics

Work rolesThe work role individuals have will determine what theybelieve to be ethical

Organisational fieldOrganisations share a common businessenvironment and hence common norms andvalues

AuthorityManagers can encourage good or bad behaviour by theexample they set whether they set targets that encouragepoor behaviour or fail to stop unethical behaviour

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 73

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 79: 2015 bpp p1 passcards

Ethical theories Approachingethical problems

Situationalinfluences

Individualinfluences

How to gain marksMarks will be awarded for

Analysis of the situation

Recognition of ethical issues

Explanations of relevant ethical guidance

Making clear logical and appropriaterecommendations

Justifying recommendations in practical businessand ethical terms

Profitable Legal Fair

Right Sustainable

Tuckers model of decision-making

Facts Ethical issues Normsprinciples

values Alternative courses

of action

Best course ofaction

Consequences Decision

American Accounting Association

(009)ACP1PC14_CH09qxp 5282014 1246 AM Page 74

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 80: 2015 bpp p1 passcards

10 Professional ethics

Topic List

Company codes

Professional codes

Ethical threats and safeguards

Accountants in business

Public interest

In this chapter we focus on professional and businessethics Knowledge of the ethical threats is as importantas it was in earlier auditing papers and you need toadopt a logical approach to solving ethical dilemmasHowever in this paper itrsquos also important to understandwhy codes take the form they do and how much impactthey have Independence will be a key issue in manyquestions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 75

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 81: 2015 bpp p1 passcards

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Code of conductCode seeks to establish organisations values promotebusiness objectives emphasise responsibilities tostakeholders control individuals behaviourHowever issuing a code isnt enough a code needs tobe backed by Commitment of senior management Staff understanding of importance of ethics Staff commitment to ethics

Detailed guidance RecruitmentSelectionInduction Training Reward schemes Whistle-blowing procedures Ethical departmentsaudits

Other measures

Ethical principles Commitment required from employees Compliance with law Treatment of customers Treatment of suppliers Commitment to fair competition Commitment to environment Commitment to community Corporate citizenship

Contents of codes

Problems with codesCodes may be seen as inflexible and unfair sets ofrules that are not relevant to the ethical situationsemployees encounter

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 76

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 82: 2015 bpp p1 passcards

10 Professional ethics Page 77

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Professional codesProfessional codes stress theimportance of the public interestMost then set out Fundamental principles Conceptual framework Threats to compliance Safeguards

Fundamental principlesProfessional competencedue care ndash maintain knowledgecomply withstandardsIntegrity ndash straightforwardnesshonestyProfessional behaviour ndash avoid actions discrediting professionConfidentiality ndash dont disclose to third parties unless legalprofessionaldutyObjectivity ndash avoid influence by biasconflicts of interestundue influence

Advantages

Emphasise public interestconfidenceOnus on active thoughtInternational applicationCan include detailed guidanceprohibitionsPrescribe minimum behaviour

Disadvantages

Lack of focusPermit box-tickingDont capture regional variationsNot legally enforceableExamples interpreted as rules

Professional codes

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 77

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 83: 2015 bpp p1 passcards

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

THREATS

Self-interest

Self-review

Advocacy

Familiarity

Intimidation

Entry requirements Training requirements CPD requirements Professional standards Professional monitoring Disciplinary procedures External review

Professional safeguards

Peer review Independent consultation Partnerstaff rotation Discussiondisclosure to audit committee Reperformance by another firm

Safeguards in practiceImportance of independenceIndependence promotes Reliability of financial information Credibility of financial information Value for money of audit Credibility of profession

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 78

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 84: 2015 bpp p1 passcards

10 Professional ethics Page 79

SELF- REVIEW THREAT

General otherservices

Recent servicewith assurance

client

Other services

Corporatefinance

Internal auditservices

Tax services

Valuation services

Preparing accounting recordsand financial statements

Close businessrelationships

Financialinterests

Recruitment

Lowballing

High of fees

or contingentfees

Overdue fees

Loans and guarantees

Gifts and hospitality

Family and personal relationships

Partner on client board

Employment with assurance client

SELF-INTEREST THREAT

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 79

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 85: 2015 bpp p1 passcards

Company codes Public interestAccountantsin business

Ethical threatsand safeguards

Professionalcodes

Advocacy threat

Conflicts of interest

Family relationships between client and firm Personal relationships between client and firm Long association with client Recent service with client Future employment with client

Familiarity threat

Close business relationships Family relationships Personal relationships Staff employed by client Litigation

Intimidation threat

Where accountants take clients part act as theiradvocate or will only earn fees from client ifsuccessful outcome is achieved (contingent fees)Examples include provision of legal service andcorporate finance advice

These can arise from accountants acting for clientswith whom they are in dispute eg over quality ofwork It can also arise through disputes between twoclients for whom accountants are acting

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 80

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 86: 2015 bpp p1 passcards

10 Professional ethics Page 81

Company codes Public interestAccountants in business

Ethical threats andsafeguards

Professionalcodes

Acting with expertiseCompetent performance by accountant may bethreatened by lack of time lack of information insufficient training inadequate resources

Financial interests

Preparation and reporting of informationInformation should describe clearly nature ofbusiness transactions classify and record informationin timely and proper manner and represent factsaccurately

Share ownership share options and profit-relatedbonuses provide incentives to manipulateinformation Accountants may be offeredinducements to act illegally

Lack of honestygood faith Conflicts of interest Misallocation of resources Poor international risk management Loss of reputation

Problems with bribery

Bribery and corruptionBribery is giving value in return for influencecorruption also includes systems abuse bid givingand cartels

Measures to combat bribery include code of conductrisk assessment conduct of business rules andwhistleblowing questionable transactions

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 81

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 87: 2015 bpp p1 passcards

Company codes Public interestAccountantsin business

Ethical threats andsafeguards

Professionalcodes

Public interestThe collective well-being of the community of peopleand institutions the accountant serves But lack ofstatutory definition can make it difficult to enforce

Critics have claimed profession acts against publicinterest in a number of ways

Accounting standards allow excessive leeway Ineffective auditing standards Emphasise confidentiality over public interest

Against public interest

ProfessionalismCompliance with relevant laws and regulations andavoidance of actions that may bring discredit onprofession

Influence of professionCritics have accused the profession of Getting the numbers wrong Failing to realise the assumptions used in

preparing accounts support a capitalist-authoritarian view of society

(010)ACP1PC14_CH10qxp 5282014 1248 AM Page 82

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 88: 2015 bpp p1 passcards

11 Corporate social responsibility

Topic List

Corporate citizenship

Ethical stances

Social responsibility

Social and environmental impacts

Environmental audits

In this chapter we examine organisations impact uponthe natural and human environment This has beenhighlighted as an important topic and it illustrates howvarious aspects of control systems (managementsystems internal audit and external reporting) areapplied

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 83

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 89: 2015 bpp p1 passcards

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Corporate citizenshipThe business strategy shaping the values under-pinning mission and choices made as the corporation engages with society Corporatesocial responsibility discussions are often interms of corporate citizenship focusing on rights(carrying on business lawfully) as well as responsibilities

Limited view

Extended view

Equivalent view

Minimising harm Maximising benefit Accountability and responsiveness to stakeholders

Core principles

Voluntary philanthropy corporate citizen engages with local communities andemployees mainly for self-interest

Focus on a broad range of stakeholders and response to demands of society andlegal requirements

Active social and political citizenship promotion of social civil and political rightsfilling void caused by lack of government action

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 84

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 90: 2015 bpp p1 passcards

11 Corporate social responsibilityPage 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

Minimum compliance Government imposes wider constraints

Wider view of ethical responses Better for reputation Prevents more legal regulation

Short-term shareholderinterest

Long-term shareholderinterest

Ethical stance

Multiple stakeholder Shaper of society Building relationships Which stakeholders Which obligations

Constitution requirements Accountability Financial viability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 85

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 91: 2015 bpp p1 passcards

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Pristine capitalists

Expedients

Social contract proponents

Social ecologists

Socialists

Radical feminists

Private property rights paramount companies exist to make profitsand achieve economic efficiency

Acknowledgement of business excesses acceptance of limited socialand moral responsibilities

Survival depends on delivery of benefits to societygroups thatdetermine its power behaviour adheres to society norms

Modification needed of economic processes resulting in resourceexhaustion waste pollution

Societys framework should promote equality not requirements ofcapitalism

Need for emphasis on feminine values such as co-operation andreflection fundamental readjustment of society required

Deep ecologistsHuman rights to existence dont exceed other species rightsEconomic systems should not trade species survival v economicimperatives

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 86

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 92: 2015 bpp p1 passcards

11 Corporate social responsibilityPage 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethicalstances

Corporatecitizenship

How organisations affectthe environment

Depletion ofnatural resources

Adverse visual andaural impacts

Air and wateremissions

Wastedisposal

Positivenegativehealth impacts

Raisingloweringlocal quality of life

Contribution toclimate change

Indirect impactsthrough supplychain

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 87

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 93: 2015 bpp p1 passcards

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental costspound

Waste management XRemediation XCompliance activities XPermit fees XEnvironmental training XRampD XMaintenance XLegal costs XEnvironmental assurance bonds XEnvironmental certification XNatural resource inputs XRecord keeping and reporting X__

X____

Remediationcompensation Future regulatory impacts Essential product improvements Employee health and safety Environmental knowledge acquisition Non-sustainable inputs Impaired assets

Contingencies

Stakeholders and reputation riskIncreasingly stakeholders are aware of environmentalimpacts and require businesses to do more to dealwith them Being known as a poor corporate citizencan pose a serious reputation risk

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 88

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 94: 2015 bpp p1 passcards

11 Corporate social responsibilityPage 89

SustainabilitySustainability is ensuring that economicdevelopment meets the needs of the presentwithout compromising the future

Sustainability for organisations meansdeveloping strategies by which an organisa-tion only uses resources at rate that can bereplenished and emissions of waste dontexceed environmentrsquos ability to absorb them

For whom Other species of current populationIn what way NaturalsocialeconomicHow long Availability of raw materials Dependent on climate change

At what cost Presentation Substitutioncompensation possible

Fundamental change in perceptions required Harmony with natural world Sustain all species Continue to pursue economic growth

Strong sustainability

Catastrophe prevention Sustaining humanity Regulate resource usage Maintenance of existing system

Weak sustainability

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 89

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 95: 2015 bpp p1 passcards

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

The Global Reporting Initiative aims to develop Sustainability Reporting Guidelines for organisations to usewhen reporting on economic environmental and social dimensions of their activities products and services

Vision and strategy Profile Governance structure and management

systems GRI content index Performance indicators

Sustainability report

Full cost accountingFull cost accounting ultimately allows the incorpora-tion of all costsbenefits into accounting equationincluding environmental and social externalities

Direct economic impact ndash on key stakeholders Environmental ndash use of natural resources emissions

transport usage compliance with standards Labour practices ndash employment practices health and

safety training diversity Human rights ndash strategy non-discrimination workersrsquo

rights low-paid labour Society ndash community contribution political activities

competitive attitudes Products ndash customer health and safety advertising

privacy

GRI indicators

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 90

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 96: 2015 bpp p1 passcards

11 Corporate social responsibilityPage 91

EMAS Emphasis on verified improvement and disclosureRequirements include Environmental policy statement On-site environmental review Environmental management system Environmental audits and actions Public environmental statement

Environmental control systemsControl systems should cover relevant functions andactivities Policy development and objectives Life-cycle assessment Compliance Waste and pollution minimisation RampD Performance reporting

Enhances transparency and accountability Promotes improvement in control systems Addresses investor worries about risk Enhances reputation Limits damage if incidents occur

Advantages of external reporting Integrated reportingIntegrated reporting links reporting on sustainabilityissues with reporting on financial results and operationsIt emphasises reporting on goals and strategies as wellas issues and impacts Businesses should show theirrelationships with capitals used (financial manufacturedhuman intellectual natural social)

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 91

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits
Page 97: 2015 bpp p1 passcards

Social andenvironmental impacts

Environmentalaudits

Socialresponsibility

Ethical stances

Corporatecitizenship

Environmental auditAssesses how organisation is safeguarding the environment It should enhance management controlof environmental practice and compliance with internal policies and external reputation

Audit reviewAuditors will concentrate on a number of aspects thataffect environmental impact

Board knowledge Compliance procedures Environmental information systems Performance targets and review Implementation of previous recommendations True and fair reporting Environmental impact assessment of major

projects Surveys of organisations impact on targets SWOT analysis Quality management programme Eco-audit BS7750 compliance Supplier audits

Types of audit

Establish metrics Compare planneddesirable and actual

performance Report results

Audit work

(011)ACP1PC14_CH11qxp 5282014 1249 AM Page 92

  • Book Cover
  • Title
  • Copyright
  • Preface
  • Contents
  • Chapter 1 Scope of corporate governance
    • Definition
    • Concepts
    • Agency
    • Stakeholders
    • Main issues
      • Chapter 2 Approaches to corporate governance
        • Development of guidance
        • Basis of guidance
        • Major governance codes
        • Sarbanes-Oxley
        • Corporate social responsibility
        • Public sector governance
          • Chapter 3 Corporate governance practice and reporting
            • Role of board
            • Board membership
            • Non-executive directors
            • Directors remuneration
            • Stakeholder relationships
            • Reporting
              • Chapter 4 Internal control systems
                • Control systems
                • Nature of risks
                • Control framework
                • Control limitations
                • Enterprise risk management
                • Assessment of systems
                  • Chapter 5 Risk attitudes and internal environment
                    • Risk attributes
                    • Stakeholders and risk
                    • Internal environment
                    • Risk management responsibilities
                    • Objective setting
                      • Chapter 6 Risks
                        • Strategic and operational risks
                        • Types of risks
                        • Risk identification
                          • Chapter 7 Risk assessment and response
                            • Risk assessment
                            • Risk responses
                            • Control activities
                              • Chapter 8 Information communication and monitoring
                                • Internal communication
                                • Monitoring
                                • Internal audit
                                • Audit committee
                                • Board review and reporting
                                  • Chapter 9 Personal ethics
                                    • Ethical theories
                                    • Individual influences
                                    • Situational influences
                                    • Approaching ethical problems
                                      • Chapter 10 Professional ethics
                                        • Company codes
                                        • Professional codes
                                        • Ethical threats and safeguards
                                        • Accountants in business
                                        • Public interest
                                          • Chapter 11 Corporate social responsibility
                                            • Corporate citizenship
                                            • Ethical stances
                                            • Social responsibility
                                            • Social and environmental impacts
                                            • Environmental audits