国际审计协会PPT.ppt

The Audit Committee Purpose, Process, Professionalism A New World of Corporate Governance Boards of directors and committees must be: Proactive Informed Investigative Accountable Clarifying Governance Governance is the system by which organizations are directed and controlled. It includes the rules and procedures for making decisions on corporate affairs to ensure success while maintaining the right balance with the stakeholders’ interest. The IIA Corporate Governance Model The Bad News Stakes are greater No “figure head” board members allowed Public trust has diminished Greater challenges More director liability Clarifying Liability Directors need to be realistic about their personal liability under state and federal law, neither exaggerating nor ignoring their exposure. Fiduciary Duties The duties of care and loyalty, and the expectation that directors will act in good faith. These are the primary source of director liability under state law. Source: Director Liability: Myths, Realities And Prevention – National Association of Corporate Directors Fiduciary Duties (cont.) Board members who wish to become empowered guardians and builders of corporate value must: Learn and follow best practices, avoid conflicts of interest, pay strict attention to board matters, drawing on appropriate expertise, including their own. Source: Director Liability: Myths, Realities And Prevention – National Association of Corporate Directors Director Evaluations and Qualifications 38% of companies performed director evaluations in 2005 and 45% are planning to do so in 2006 97% of companies have established director qualifications up from 87% in 2005 Harvard Business School What is the AC’s Role in Governance? Oversight of financial reporting Risk management Internal control Compliance Ethics Management Internal auditors External auditors Committee Meetings 52% of companies report a significant increase in the number or length of meetings of the Audit Committee in the past two yea