從信息披露規(guī)則角度看企業(yè)內(nèi)部控制情況【外文翻譯】

1、本科畢業(yè)論文（設(shè)計(jì)）外 文 翻 譯外文題目 regulation by disclosure: the case of internal control 外文出處 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、(fe´de´ration des experts comptables europe´ens 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 investme

9、nt decisions and the 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 app

10、roach to corporate 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 f

11、or fuller disclosure 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. argume

12、nts in support of 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 read

13、ily observablethe 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 importan

14、t effect on management 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 in

15、terest. in some instances 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 disclos

16、ure in certain instances, 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:

17、 408although statements 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

18、 or explain corporate 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 contr

19、ol working party (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 guidanc

20、e in 2005 (turnbull 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 wi

21、th the turnbull guidance 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 20

22、04; abraham et al. 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 disclo

23、sures.the paper begins 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 tur

24、nbull guidance, we 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 t

25、o address.2 internal 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 contro

26、l has become increasingly 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 expl

27、ain rather than prescriptive 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, bot

28、h internal and external, 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

29、 internal control 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 str

30、ucture of an organization 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

31、 spira (2004) note, 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 sy

32、stems. for these reasons 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

33、 the point that an 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.

34、the demonstration 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 compl

35、iance. concerns about 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

36、 the 1949 aicpa definition: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 presc

37、ribed managerial policies, 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 a

38、ccuracy of accounting 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 profess

39、ion limited the two 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

40、time envisaged the 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 cleric

41、al procedures, the 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

42、call for a review 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 assu

43、rance regarding the 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:

44、 internal control 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, ad

45、opted the view that 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

46、accountancy profession.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 r

47、eview of the cadbury 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譯文：從信息披露規(guī)則角度看企業(yè)內(nèi)部控制情況一、簡(jiǎn)介：作為監(jiān)管工具的披露傳統(tǒng)企業(yè)的問(wèn)責(zé)制框架

48、依賴于利益相關(guān)者的信息披露。自19世紀(jì)中期建立對(duì)投資者、債權(quán)人的法律保護(hù)以來(lái)，披露的形式內(nèi)容和可靠性已經(jīng)成為普遍關(guān)注和爭(zhēng)論的問(wèn)題。典型的財(cái)務(wù)丑聞呼喚披露的改進(jìn)。財(cái)務(wù)報(bào)告使用者需要依據(jù)報(bào)告所披露的信息來(lái)做與企業(yè)的相關(guān)的經(jīng)濟(jì)決策,這就要求財(cái)務(wù)報(bào)告的規(guī)范化發(fā)展，這是財(cái)務(wù)報(bào)告概念框架發(fā)展的基礎(chǔ)同時(shí)也形成了不同披露目的的觀點(diǎn)。最近，信息披露已經(jīng)成為一個(gè)有用的監(jiān)管工具。例如，英國(guó)2006年公司法已要求公司作出有關(guān)風(fēng)險(xiǎn)和未來(lái)前景的披露。披露作為一個(gè)監(jiān)管工具反映在最近的歐洲政策的討論。2002冬季報(bào)告指出：披露的要求可以提供一個(gè)比通過(guò)或多或少的詳細(xì)規(guī)則體現(xiàn)的實(shí)質(zhì)性調(diào)控更有效的監(jiān)管工具。這種披露可以創(chuàng)建一個(gè)輕松

49、的監(jiān)管環(huán)境和具有更大的靈活性和適應(yīng)性。（第34頁(yè)）如果監(jiān)管是必要的，那么信息披露應(yīng)該是首選的監(jiān)管工具，因?yàn)樗鼘?quán)力給予股東和市場(chǎng)而不是全權(quán)交與監(jiān)管機(jī)構(gòu)（2005年，第4頁(yè)）由此看出披露得益于三個(gè)相互聯(lián)系相互重疊的觀點(diǎn)：確保代表利益相關(guān)者的公司問(wèn)責(zé)制和良好的公司治理，實(shí)現(xiàn)更好的投資決策和資本市場(chǎng)的順利運(yùn)作，作為實(shí)現(xiàn)了監(jiān)管機(jī)構(gòu)的目標(biāo)的間接調(diào)控的形式。在美國(guó)，證券立法基于上世紀(jì)30年代強(qiáng)制實(shí)施的披露。雖然披露是企業(yè)責(zé)任制度的核心，英國(guó)對(duì)不同企業(yè)的立法方法存在著顯著差異：這種差異的認(rèn)識(shí)助長(zhǎng)了自安然的崩潰后的 “準(zhǔn)則對(duì)原則”辯論，（布什2005年）。問(wèn)責(zé)制度存在缺陷要求比較充分的信息披露。英國(guó)的公司治理

50、政策的發(fā)展過(guò)程體現(xiàn)了“軟”方針的特點(diǎn)，雖然守則仍是自愿遵守，在準(zhǔn)則的基礎(chǔ)上“遵守或解釋” ，實(shí)際上披露合規(guī)信息成為強(qiáng)制性的。支持這種方法的論據(jù)是需要靈活的適用各種企業(yè)的經(jīng)營(yíng)活動(dòng)，提供合規(guī)信息可以加強(qiáng)市場(chǎng)自律。披露的研究往往側(cè)重于對(duì)自身內(nèi)容的披露，而不是為了企業(yè)安全但很難設(shè)計(jì)的信息披露程序和企業(yè)方針。同樣重要的是通過(guò)市場(chǎng)反應(yīng)產(chǎn)生的關(guān)于信息披露是必需的這個(gè)認(rèn)知。這也證實(shí)證了券交易委員會(huì)前主席威廉l卡里，在1967年寫的評(píng)論：披露是應(yīng)對(duì)目前利益沖突不斷這一問(wèn)題最現(xiàn)實(shí)的途徑。在很多情況下我們的行為是被我們所認(rèn)為是對(duì)的驅(qū)使，因此道德行為是同樣重要的，通過(guò)它可以估計(jì)公眾的反映從而掌握整個(gè)計(jì)劃過(guò)程。在某些情

51、況下披露可能是最重要的社會(huì)監(jiān)管力量。披露是內(nèi)部監(jiān)督依賴的基礎(chǔ)，也為更廣泛的政府或機(jī)構(gòu)的等外部監(jiān)督提供可能。1967年，第408頁(yè)與上述認(rèn)為披露作為監(jiān)管工具的觀點(diǎn)不同的是，cary試圖描述有效運(yùn)行機(jī)制。在本文中，我們以特定的內(nèi)部控制的披露和英國(guó)的“遵守或解釋”公司治理制度為背景。我們選擇內(nèi)部控制作為披露主體繼續(xù)關(guān)注披露。1999年，英格蘭和威爾士特許會(huì)計(jì)師公會(huì)（icaew的）發(fā)表“內(nèi)部控制：董事綜合守則指南”內(nèi)部控制工作小組（特恩布爾報(bào)告）1999。它是由奈杰爾特恩布爾擔(dān)任主席的內(nèi)部控制工作小組起草，通常被稱為“特恩布爾報(bào)告”或“特恩布爾指南”。財(cái)務(wù)匯報(bào)局后成立特恩布爾審查小組，2005年公布修

52、訂指南（特恩布爾審查小組2005年）。幾乎同時(shí)icaew發(fā)表了一份簡(jiǎn)報(bào)文件“特恩布爾的實(shí)施”（瓊斯和薩瑟蘭1999年）。我們通過(guò)分析按照特恩布爾指南編制的董事會(huì)的內(nèi)部控制報(bào)告的性質(zhì)考慮內(nèi)部控制披露的影響。我們注意到，這種披露的格式和內(nèi)容可形成一個(gè)標(biāo)準(zhǔn)化的“樣板”，下面我們來(lái)論述它的影響。相對(duì)于其他近期研究，例beattie等人（2004），beretta和bozzolan(2004);亞abraham等人（2005），linsley和shrives（ 2005）都設(shè)法通過(guò)采用內(nèi)容分析法衡量披露的質(zhì)量，我們的研究方法扎根理論，深入到披露的陳述和解釋。本文首先對(duì)內(nèi)部控制的概念發(fā)展的概述，指出合適的定義披露目標(biāo)的困難，和最近的關(guān)于風(fēng)險(xiǎn)管理的定義。以英國(guó)特恩布爾指南的披露要求為重點(diǎn)，通過(guò)對(duì)選定的信息披露的敘述分析探討“遵守或解釋”制度下的披露，最后，我們指出政策制定者認(rèn)可的披露作為監(jiān)管工具可能需要解決的突出問(wèn)題-披露周期問(wèn)題。二、內(nèi)部控制及其