Chapter 2: Corporate governance and auditing
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It is the responsibility of executive management to put in place a suitable system of
internal controls to manage the risks of the company.
In the UK, internal controls are divided into three categories for the purpose of
corporate governance:
financial controls
compliance controls (to ensure compliance with laws and regulations)
operational controls.
Examples of financial controls are:
controls that safeguard the assets of the company
controls that ensure that adequate accounting records are maintained
controls over the preparation and delivery of the annual financial statements.
Although it is the responsibility of management to design and implement internal
controls, it is the responsibility of the company’s governors (directors) to satisfy
themselves that the system of internal control is adequate and that it functions
properly.
1.3 The main issues in corporate governance
Corporate governance has attracted a large amount of attention in recent years,
although measures to promote good corporate governance vary substantially
between different countries.
The initial demand for better corporate governance occurred as a result of several
‘corporate scandals’, with major companies either collapsing or coming close to
collapse. In the UK, several corporate failures in the 1980s (such as Maxwell
Communications Corporation and Polly Peck International) were subsequently
blamed on poor governance. In the US, corporate governance legislation was
introduced in 2002 following the spectacular collapse of Enron and WorldCom, and
other corporate scandals. There have also been major cases in Continental Europe,
such as Ahold (the Netherlands) and Parmalat (Italy). Still more recently the
collapse of several commercial and investment banks, notably Lehman Brothers in
the US in 2008, raised questions about the adequacy of corporate governance,
particularly risk management, in banks.
There are several key issues in corporate governance, although their perceived
importance varies between different countries:
(1) There should be an effective board of directors. The directors should be
independent-minded and should collectively have a wide range of skills,
knowledge and experience. The board of directors should not be under the
control or influence of an ‘all-powerful’ chairman and/or chief executive
officer, who is able to dictate the board’s decisions.
(2) The board of directors should have clearly-defined responsibilities that it must
not delegate, and it should carry out these responsibilities properly.