公司内部治理与内部审计外文文献翻译2014年译文3722字

文献出处：Gramling A, Maletta M. Corporate Internal Governance and Role of Internal Audit [J]. Journal of Accounting Literature, 2014, 23(1): 194-244.

（声明：本译文归百度文库所有，完整译文请到百度文库。）

原文

Corporate Internal Governance and Role of Internal Audit

Gramling A, Maletta M.

Abstract

In the recent years, a series of events of corporate governance failure have caused the rethought on corporate governance .In many countries, laws, governments and associations start to focus on the internal governance of corporate, corporate governance shows a trend of internalization. But, it still doesn't form the common sense about the core of the internal governance of corporate and the role of internal audit in the internal governance. This article argues that the core of the internal governance of corporate is risk management and internal control; internal audit plays an active role of supervisor and enabler in internal corporate governance framework by its independence and competence.

Keywords: Internal governance；Risk management；Internal control；Internal audit 1 Introduction

Worldwide in recent years a large number of organizations failures occur (such as accounting fraud, bankruptcy, etc.), from the United States of Enron, Enron, WorldCom (WorldCom) to domestic silver metal, ST events such as the dawn, the quality of corporate governance has been questioned, changes in the environment is put forward to strengthen the corporate governance requirements. This kind of failure, especially the accounting fraud, prove that the company's internal governance, such as the board's lack of independence, the poor quality of the audit committee and internal audit function absence) can lead to problems (Abbott, 2000; Beasley, 2000).Legal environment increased the responsibilities of the directors and senior management of listed companies, Securities Class Action according to Stanford law school institute (Stanford Law School Securities Class Action Clearinghouse) studies have shown that the number of Securities Class Action increased significantly, especially in the 2001

years later, this change reflects the company directors face greater legal risks. Promulgated in 2002, the United States of SOX act: chief executive and chief financial officer of financial report must be submitted to the SEC's legitimacy and to ensure fair expression, in violation of regulations will be fined or sentenced to prison. Many groups also made an urgent appeal for improved corporate governance, Tread way commission of sponsors, namely in 1992, the COSO committee released the report related to corporate governance, Internal Control overall Framework (Internal Control - Integrated Framework), in 2004, and put forward related to corporate governance report - the Risk Management Framework (Enterprise Risk Management - Integrated Framework), intended to develop applicable Risk Management Framework for the Management and directors.

The changes in the environment is put forward to strengthen the corporate governance requirements, in order to make more reasonable and effective corporate governance, the focus of corporate governance have started to change from country to country, and presents a trend of the internalization of corporate governance, and the trend of the internalization of present a mandatory change, all countries through the form of laws and regulations on driving the rapid development of the company's internal governance. The core of company governance is risk management and internal control, each subject both for-profit and nonprofit; purpose is to provide value for its stakeholders. All subjects faced with uncertainty, the uncertainty hidden damage to the value or increase, both risks is represented at the chance. Enterprise risk management and internal control the management authorities to effectively deal with uncertainty and associated risk and opportunity, thus improve the body's ability to create value.

Corporate internal governance efficiency needs to be within the company set up a complete organizational structure, internal management in the internal governance structure of the board of directors and the professional committee, is the company's internal governance policy makers and consignor, management is the executor of the internal corporate governance and the consignee, internal audit organization and internal auditors because of its special properties on the organization (independence)

and personnel's professional competence, determines the internal audit in the internal governance of listed companies plays an important "monitor" and "promote" leading role. The risk of internal audit through direct monitoring and confirm to other internal and external governance and internal control related subject conveying information about risk management and internal control, in the company's internal governance plays an irreplaceable role in promoting the guide.

2 The new trend of corporate governance: the trend of internalization

Corporate governance includes internal governance and external governance. External governance elements including product market, manager market, and capital market, financial market and control the market. Internal governance includes the shareholders meeting, board of directors and the professional committee and board of supervisors, management, etc., in practice due to the country's political, economic and cultural development trajectory, the corporate governance mode is not exactly the same, the us and the UK model is given priority to with external corporate governance mechanism, weak internal governance; German and Japanese mode is given priority to with internal corporate governance mechanism, external governance is weak. Lin think external governance mechanism to standardize the operation of the company plays a more important role, compared with the market competition mechanism, the company's internal governance structure is the external governance mechanism on the basis of the derived system arrangement, plays a supplement of external governance and protect the interests of the related interest subjects. Worldwide in recent years a large number of corporate governance failure cases, such as Enron, Enron, World com (World com) and so on, also resulted in the changes of the trend of corporate governance, corporate governance presents the trend of internalization, countries all over the world paid attention to the construction of the company's internal governance mechanism, the SOX act in 2002 is undoubtedly further promoted the process of the internalization of corporate governance.

2.1 Audit committee system further attention and deepen

Before the Enron, the audit committee system has gained the attention of the countries in the west. In 1992 famous British Cadbury report; Canada MACDONALD,

a report released in 1988; Australian company practice and operation working group published in 1990, according to a report in every company should set up the audit committee; in 1992 the board of directors of the New Zealand practice draft guidelines also suggest to set up the audit committee. After Enron event, the United States in 2002 issued the SOX act with particular emphasis on the role of the audit committee in corporate governance, on the composition of the audit committee, independence, accountability, economic source are made clear rules, the law regulation: did not establish internal audit of the company, must set up internal audit committee, and there is no "real" relationship with company's independent directors, from the legal safeguard the implementation of the audit committee in corporate governance role. Independent audit committees established is under the board, and the independence of the audit committee, authority and financial expertise to emphasize. Require commercial Banks to set up the audit committee, the audit committee is head of the independent directors, and the duties of the audit committee to the rules. To set up an independent director of the audit committee, remuneration and appraisal committee and give full play to its role. Each country to the attention of the audit committee and the deepening of the audit committee responsibilities and authorities, reflect the supervision department of the audit committee in improve the quality of financial reporting and ensure that the CPA independence and prevent the failure of corporate governance in corporate governance activities, such as legal action to evade

a good forecast.

2.2 The independent director system to speed up the pace of globalization

Although the independent director system originated in the United States, but since the 1980 s the independent director system to the global expansion and transplantation, a process which peaked in the late 90 s and the beginning of this century. The British in 1991, 1995 and 1998, respectively, Cadbury report, Granbury report and the joint principles: principles of good corporate governance and best code of conduct "published in 1999, France the Vienna report, Canada in the report, released in 1994 and 1997.After Enron, in 2002, the New York stock exchange and NASDQ Suggestions to consummate the two exchanges and reform scheme of

independent director system, request to increase the number of independent directors, independent directors in the board of directors of the listed company must be majority; And strengthen the requirement of "independence", and requires independent directors to the listed company and shareholders or managers of listed companies related organization relationship in no major, requires public companies to set up all the governance committee composed of independent directors, the compensation committee and audit committee, etc. In 2002, congress passed the SOX act on reform of the accounting and corporate governance, regulations, the securities and exchange commission has sacked for corporate directors, can temporarily or permanently banned problem into the listed company directors, audit committee composed of independent directors and all upgraded to statutory bodies, the audit committee is not controlled by shareholders or management. From various countries in the world can be seen in the development of the independent director system, increasing the proportion of independent directors of board of directors, independent director function area expands unceasingly, in the audit, remuneration and nomination or governance committee are gradually increased the independence requirements, and give more authority, and responsibility. Independent director is gradually to a formal assessment of CEO and board of directors, dominated by independent director evaluation procedure and conclusion. Improved significantly with legal status of independent directors, independent director’s responsibility deepening embodied the important position of the independent director system in corporate governance.

3 The core of the company's internal governance: risk management and internal control

Presents the trend of the internalization of corporate governance is the indisputable fact that, but what is the core of the internal corporate governance and no consensus .It is thought that the main purpose of the corporate governance is to protect the interests of investors, ensure that can get enough return, so as to arouse the enthusiasm of its investment. This view more popular in British and American countries. Company also has the view that, in addition to the investors and other stakeholders, including employees, customers, suppliers and communities, where our

company is located is the purpose of corporate governance in the process of company's business goal, should seek a balance between the interests in the company or the coordination. This view is popular in the European continent; And view, the core of corporate governance is to deal with the relationship between the enterprise owners and professional managers.

On the basis of deepening the reform of property right system perfect incentive constraint mechanism for managers, in order to achieve effective incentive and restraint managers' behavior; also has a view also have thought, the board of directors is the core of corporate governance, the board of directors in corporate governance structure, like in the role of principal-agent. For the shareholders meeting, board of directors is the company's major decision agents, but for senior management, board of directors and the implementation plan of the principal major policy decisions. This hub of principal-agent relationship roles, the board of directors decides the issue of the board of directors is the kernel of corporate governance.Before two views will be to achieve the purpose of corporate governance as the core of corporate governance;

The third kind of view will be the object of corporate governance as the core of corporate governance; The last view will be corporate governance as the control core of a subject. These views do not reveal the true core of the company's internal governance, international federation of accountants (IFAC) business committee council (PAIB) and the chartered institute of management accountants (CIMA), puts forward the corporate governance (Enterprise governance) and management (Easiness governance) the corporate governance structure of the new combination. Left part of the show the main body and core of the company internal governance, including the chairman and CEO/CFO, independent directors, audit committee, remuneration committee, and internal audit is internal governance body, and the risk management and internal control is the core of internal governance. The traditional corporate governance focuses on the relationship of each part in the governance structure and governance of checks and balances and target, but did not reveal the key of the corporate governance, risk management and control. In fact, each subject, both for-profit and nonprofit, or government agencies, its purpose is to provide value for

shareholders

All subjects faced with uncertainty, the uncertainty hidden damage to the value or increase, both risks is represented at the chance. Enterprise risk management and internal control the management authorities to effectively deal with uncertainty and associated risk and opportunity, thus improve the body's ability to create value. At the same time, risk management and internal control in a joint as a Corporate governance (Corporate governance) core at the same time, and through the strategic risk management and internal control on the strategic process for effective supervision Over - sight to reach the company's management (Business governance), effective use of resources, create value. In the new concept of corporate governance, risk management and internal control is the management performance of entrusted economic responsibility and the effective use of resources to create value, risk management and internal control have become the key and core problems of corporate governance.

译文

公司内部治理与内部审计

作者：格拉姆林；玛勒塔

摘要

近年来一系列公司治理失败案件引发了人们对公司治理的重新审视，社会团体都呼吁增强公司内部治理, 公司治理呈现出内部化的趋势。但公司内部治理的核心究竟是什么以及内部审计在内部治理中扮演何种角色, 仍缺乏统一的认识。本文认为, 公司内部治理的核心在于风险管理和内部控制, 内部审计的独立性和人员的专业胜任性, 决定了内部审计在公司内部治理中扮演着“监控者”和“促导者”的双重角色。

关键词: 公司内部治理风险管理内部控制内部审计

1 引言

近年来世界范围内大量组织失败发生( 如财务欺诈、破产等) , 从美国的安然( Enron) 、世通( WorldCom) 到国内的银广厦、ST 黎明等事件, 公司治理的质量受到质疑, 环境的变化提出了强化公司治理的需求。这类失败特别是财务欺诈

的研究, 证明公司内部治理不善( 如董事会缺乏独立性、审计委员会质量低劣和内部审计职能缺位) 会导致问题出现( Abbott, 2000; Beasley, 2000) 。法律环境加大了上市公司董事和高管层的责任, 根据斯坦福法学院证券集体诉讼研究所( Stanford Law School Securities Class Action Clearinghouse) 的研究表明, 证券集体诉讼的数量显著增加, 特别是在2001 年后, 这种变化反应了公司董事面临着更大的法律风险。2002 年, 美国颁布的SOX法案规定: 公司首席执行官和财务总监必须对报送给SEC 的财务报告的合法性和公允表达进行保证, 违反规定将处以罚款或判处入狱。许多团体也发出了改善公司治理的呼吁, Treadway 委员会的赞助者, 即COSO 委员会在1992年发布了与公司治理有关的报告———内部控制整体框架( Internal Control- Integrated Framework) , 在2004 年, 又提出了与公司治理有关的报告———风险管理框架( Enterprise Risk Management- Integrated Framework) , 意欲制定可供管理层和董事适用的风险管理框架。

上述环境的变化提出了强化公司治理的需求, 为了促使公司治理更合理有效, 各国的公司治理的重心开始发生了变化, 公司治理呈现出一种内部化的趋势, 而且这种内部化的趋势呈现出强制性的变迁, 各国都通过法律和法规的形式在推动着公司内部治理的快速发展。公司内部治理的核心在于风险管理和内部控制, 每一个主体不管是营利性的、非营利性的, 存在的目的都是为其利益相关者提供价值。所有的主体都面临着不确定性, 不确定性潜藏着对价值的破坏或增进, 既代表风险也代表机会。企业风险管理和内部控制使管理当局能够有效地处理不确定性以及相关的风险和机会, 从而提高主体创造价值的能力。

公司内部治理效率的实现需要在公司内部建立完整的内部治理组织架构, 在该内部治理架构中董事会及各专业委员会, 是公司内部治理的决策层和委托者, 管理层是内部公司治理的执行者和受托者, 内部审计组织和内部审计人员由于其组织机构上的特殊性质( 独立性) 和人员的专业胜任能力, 决定了内部审计在上市公司的内部治理中扮演着重要的“监控者”和“促导者”角色。内部审计通过直接的风险监控和内部控制确认和向其他内外治理相关主体输送有关风险管理和内部控制的信息, 在公司内部治理中发挥着无可替代的促导作用。

2 公司治理的新动向: 内部化趋势

（声明：本译文归百度文库所有，完整译文请到百度文库。）