从信息披露规则角度看企业内部控制情况【外文翻译】.doc

1、本科毕业论文（设计）外 文 翻 译外文题目 Regulation by Disclosure: the Case of Internal Control 外文出处 外文作者 Laura F. Spira. Michael Page 原文：Regulation by Disclosure: the Case of Internal Control1、 Introduction: disclosure as a regulatory toolThe traditional framework of corporate accountability relies on disclosure of i

2、nformation to stakeholders. The form, content and reliability of this disclosure have been a matter of concern and debate ever since the establishment of legislative protection for investors and creditors in the mid nineteenth century. Financial scandals typically prompt calls for improvements in di

3、sclosure. The assumption underlying this form of disclosure is that stakeholders will be provided with information through which they may hold company management to account for the use of resources provideda stewardship approach.A different view of the purpose of disclosure underlies developments in

4、 standardising financial reporting which have been justified on the basis that users of financial statements need information in order to make a broad range of economic decisions about their relationships with corporations, an assumption which underpins the development of conceptual frameworks for f

5、inancial reporting.More recently, disclosure has become viewed as a tool of regulation. For example, the UK Companies Act 2006 has required companies to make disclosures relating to risks and future prospects. This approach to disclosure as a regulatory tool is reflected in recent discussions of Eur

6、opean policy. The Winter Report1 of 2002 stated: Disclosure requirements can sometimes provide a more efficient regulatory tool than substantive regulation through more or less detailed rules. Such disclosure creates a lighter regulatory environment and allows for greater flexibility and adaptabilit

7、y. (p. 34)The discussion paper Risk Management and Internal Control in the EU states that:if regulation is necessary, then disclosure of information should be the preferred regulatory tool because it puts power in the hands of shareholders and markets rather than leaving it entirely with regulators

8、(Federation des Experts Comptables Europeens 2005, p. 4)Disclosure is thus seen to be beneficial from three linked and overlapping perspectives: in securing corporate accountability and the exercise of good corporate governance on behalf of stakeholders; in enabling better investment decisions and t

9、he smooth running of capital markets; and as a form of indirect regulation that achieves the goals of regulators.In the US, securities legislation has relied on mandated disclosure since the 1930s. Although disclosure is central to its regime of corporate accountability, the UK approach to corporate

10、 legislation has been significantly different: recognition of this difference has been heightened in much of the recent rules v. principles debate following the Enron debacle (Bush 2005). The response to such apparent failings of the system of accountability is typically a demand for fuller disclosu

11、re of information.The development of UK corporate governance policy has been characterized by a softer approach, based on the principle of comply or explain, under which disclosure of information about compliance becomes mandatory, although code compliance remains voluntary. Arguments in support of

12、this approach rest on the need for flexibility to recognize the range of diversity among companies and their activities and the assumption that the information provided about compliance will allow enforcement through market discipline.Studies of disclosure tend to focus on the readily observablethe

13、content of the disclosures themselvesrather than the behavioral effects in corporate policies and processes which disclosure is intended to secure but which are far more difficult to assess. However, the knowledge that disclosure is required may have an earlier and equally important effect on manage

14、ment behavior as that produced by market response. This is hinted at in the comment of William L Cary, former chairman of the Securities and Exchange Commission who wrote in 1967 that: Disclosure is the most realistic means of coping with the ever-present problem of conflicts of interest. In some in

15、stances our conduct is motivated by what we think is right, without regard to anything else. But, perhaps equally important, ethical behaviorand wise counselingresults from estimating the public reaction to a full knowledge of a planned course of conduct. The requirement of disclosure in certain ins

16、tances, and its possibility always is thus a most important regulatory force in our society. Disclosure is the foundation of reliance on self-regulatory approaches to conflict problems and is the clearest alternative to greater governmental or institutional intervention. Cary 1967: 408Although state

17、ments such as those above identify disclosure as a regulatory tool, Carys is unusual in that it attempts to describe the mechanisms by which it works. In this paper we focus on a specific form of disclosurethat relating to internal controlin a specific contextthat of the UKs comply or explain corpor

18、ate governance regime. Our choice of internal control as a disclosure topic reflects the continuing focus on this area. In 1999 the Institute of Chartered Accountants in England and Wales (ICAEW) published Internal Control: Guidance for Directors on the Combined Code Internal Control Working Party (

19、The Turnbull Report) 1999. It was prepared by an Internal Control Working Party chaired by Nigel Turnbull and is often referred to as the Turnbull report or the Turnbull guidance. The Financial Reporting Council later set up the Turnbull Review Group which published revised guidance in 2005 (Turnbul

20、l Review Group 2005). Almost simultaneously ICAEW published a briefing document Implementing Turnbulla Boardroom Briefing (Jones and Sutherland 1999). We consider the impact of internal control disclosure requirements by examining the nature of the disclosures made in accordance with the Turnbull gu

21、idance for directors reporting on internal control. We observe that the format and content of such disclosures may converge into a standardized boilerplate and we discuss the implications of this.In contrast to other recent studies (e.g. Beattie et al. 2004; Beretta and Bozzolan 2004; Abraham et al.

22、 2005; Linsley and Shrives 2005) which have sought to measure disclosure quality through the adoption of a content analysis approach, our research method is informed by grounded theory as an appropriate means of generating insights into the presentation and interpretation of disclosures.The paper be

23、gins with an outline of the development of the concept of internal control, noting the difficulties encountered in arriving at a suitable definition for purposes of disclosure, and its recent identification with risk management. Focusing on the disclosure requirements of the UK Turnbull guidance, we

24、 investigate disclosers responses to the comply or explain regime through an analysis of selected disclosure narratives. We conclude by identifying a disclosure life cycle which highlights issues that policy-makers endorsing the use of disclosure as a means of regulation may need to address.2 Intern

25、al Control and its disclosurethe subject of internal control, once a guaranteed remedy for sleeplessness, has made a spectacular entry onto political and regulatory agendas. (Power 1997: 57)In his analysis of the development of the role of audit, Power observes that internal control has become incre

26、asingly important as part of a system of regulation which relies on making internal mechanisms visible through forms of self-validation and disclosure. Corporate governance requirements have frequently been couched in his form of codes of practice on the principle of comply or explain rather than pr

27、escriptive legislation. The monitoring role of the board of directors, which forms the apex of the internal control system of an organization, has been emphasized. The influence of particular interest groups has been important in the negotiation of these developments. Auditors, both internal and ext

28、ernal, can claim expertise in internal control, advancing their organizational position in the case of internal auditors (Spira and Page 2003) and increasing the potential for sales of specialized services in the case of external auditors. Regulators and legislators have focused on internal control

29、issues as a policy response to crises (Cunningham 2004).The use of internal control as a corporate governance device reflects a subtle but significant change in its conception, moving from the original supportive notion that internal control systems were an integral part of the structure of an organ

30、ization which enabled its goals to be achieved, to the more recent view of internal control as a substantially preventive system, designed to minimizes obstructions to goal achievement and carrying significantly greater expectations of the effectiveness of such systems. As Page and Spira (2004) note

31、, companies have also increasingly taken risk-based approaches to internal control because of the increased pace of organizational changecontrol systems change too fast to be rigidly documented and companies may not even have full documentation relating to some of their IT based systems. For these r

32、easons there has been an increase in delegation of control downwards in the organization and there is likely to be no central record of control systems.The emergence of risk-based approaches to internal control has resulted in a confluence of internal control and risk management to the point that an

33、 influential publication (Jones and Sutherland 1999) issued at the same time as the Turnbull guidance referred frequently to internal control and risk management as a single concept in providing practical assistance for boards in complying with the Turnbull disclosure requirements.The demonstration

34、of good corporate governance is a challenge for boards of directors but describing structural mechanisms such as internal control processes may be one way of meeting demands for transparency. Thus, what was once an internal interest becomes a means of demonstrating regulatory compliance. Concerns ab

35、out internal control in the US and the UK arose initially from a desire to establish the boundaries of external auditor responsibility. The difficulties of defining internal control are illustrated in the earliest US experience, as summarized in a lecture by Mautz (1980). He quotes the 1949 AICPA de

36、finition:Internal control comprises the plan of organization and all of the coordinate methods and measures adopted within a business to safeguard its assets, check the accuracy and reliability of its accounting data, promote operational efficiency, and encourage adherence to prescribed managerial p

37、olicies, and describes the concern of firms legal counsel about the broadness of this definition. This concern led to a new definition issued in 1958 which split the four parts of the original definition between accounting control (safeguarding assets and checking reliability and accuracy of account

38、ing data) and administrative control (promotion of operational efficiency and encouragement of adherence to prescribed management policies) and defined auditors responsibility as reviewing accounting controls only. A further narrowing took place in 1972 when the US auditing profession limited the tw

39、o components of accounting control even more. Up to this point, the definition was really only of concern to companies and their auditors but the passing of the Foreign Corrupt Practices Act in 1977 changed this. The Act was passed in response to bribery scandals and for the first time envisaged the

40、 use of internal control as regulation. It was based on a narrow conception of internal control newly described as internal accounting control. It also changed the focus of internal control: whereas the concerns of accounting control had been at low organizational levels and clerical procedures, the

41、 Act now shifted attention to controls at board level for the first time.Further concern about inadequacies in financial reporting led to a private sector initiative which established the Treadway Commission on Fraudulent Financial Reporting in 1987. Its recommendations included a call for a review

42、of the varying concepts of internal control to develop a consistent approach. The Committee of Sponsoring Organizations (COSO 1992) subsequently produced an integrated framework for internal control in 1992, defining internal control as:A process designed to provide reasonable assurance regarding th

43、e achievement of objectives in the following categories: Effectiveness and efficiency of operations. Reliability of financial reporting. Compliance with applicable laws and regulations (COSO 1992, p. 9)However, the Sarbanes Oxley legislation of 2002 introduced a further definition: internal control

44、over financial reporting which suggests that consistency has not yet been achieved and ambiguity still exists.In the UK, internal control first entered the corporate governance agenda when the Cadbury Committee, reporting in 1992 on the financial aspects of corporate governance, adopted the view tha

45、t directors responsibilities with regard to internal control should be clarified. They recommended that directors should report on the effectiveness of internal control systems and that auditors should report on that statement but passed responsibility for implementing this to the accountancy profes

46、sion.In 1994 the Rutteman working party defined internal control using the US definition of 1958 and also replaced the Cadbury recommendation that directors should report on the effectiveness of internal controls with the suggestion that they may wish to do so. In 1998 the Hampel review of the Cadbu

47、ry Code weakened this recommendation even further but, for the first time, suggested that internal control and risk management were related.Source: Laura F. Spira . Michael Page Regulation by Disclosure: the Case of Internal ControlEB/OL译文：从信息披露规则角度看企业内部控制情况一、简介：作为监管工具的披露传统企业的问责制框架依赖于利益相关者的信息披露。自19世

48、纪中期建立对投资者、债权人的法律保护以来，披露的形式内容和可靠性已经成为普遍关注和争论的问题。典型的财务丑闻呼唤披露的改进。财务报告使用者需要依据报告所披露的信息来做与企业的相关的经济决策,这就要求财务报告的规范化发展，这是财务报告概念框架发展的基础同时也形成了不同披露目的的观点。最近，信息披露已经成为一个有用的监管工具。例如，英国2006年公司法已要求公司作出有关风险和未来前景的披露。披露作为一个监管工具反映在最近的欧洲政策的讨论。2002冬季报告指出：披露的要求可以提供一个比通过或多或少的详细规则体现的实质性调控更有效的监管工具。这种披露可以创建一个轻松的监管环境和具有更大的灵活性和适应性。（第34页）如果监管是必要的，那么信息披露应该是首选的监管工具，因为它将权力给予股东和市场而不是全权交与监管机构（2005年，第4页）由此看出披露得益于三个相互联系相互重叠的观点：确保代表利益相关者的公司问责制和良好的公司治理，实现更好的投资决策和资本市场的顺利运作，作为实现了监管机构的目标的间接调控的形式。在美国，