全球公司會計舞弊和改革行為【外文翻譯】(1)

1、外文文獻翻譯譯文原文Global Corporate Accounting Frauds and Action for Reforms1、IntroductionDuring the recent series of corporate fraudulent financial reporting incidents in the U.S., similar corporate scandals were disclosed in several other countries. Almost all cases of foreign corporate accounting frauds w

2、ere committed by entities that conduct their businesses in more than one country, and most of these entities are also listed on U.S. stock exchanges. Following the legislative and regulatory reforms of corporate America, resulting from the SarbanesOxley Act of 2002, reforms were also initiated world

3、wide. The primary purpose of this paper is twofold: (1) to identify the prominent American and foreign companies involved in fraudulent financial reporting and the nature of accounting irregularities they committed; and (2) to highlight the global reaction for corporate reforms which are aimed at re

4、storing investor confidence in financial reporting, the public accounting profession and global capital markets. 2、Cases of Global Corporate Accounting Frauds The list of corporate financial accounting scandals in the U.S. is extensive, and each one was the result of one or more creative accounting

5、irregularities. Exhibit 1 identifies a sample of U.S. companies that committed such fraud and the nature of their fraudulent financial reporting activities. EXHIBIT 1. A SAMPLE OF CASES OF CORPORATE ACCOUNTING FRAUDS IN THE U.S.A.Adelphia CommunicationsFounding family collected $3.1 billion in off-b

6、alance-sheet loans backed by company. Earnings were overstated by capitalization of expenses and hiding debt.AOL Time WarnerBarter deals and advertisements sold on behalf of others were recorded as revenue to keep its growth rate high. Sales were also boosted via "round-trip" deals with ad

7、vertisers and suppliers.Bristol-Myers SquibbInflated 2001 revenues by $1.5 billion by "channel stuffing," forcing or giving inappropriate incentives to wholesalers to accept more inventory than they needed, to enable company to meet its 2001 sales targets.CMS EnergyExecuted "round-tri

8、p (buy and sell)" trades to artificially boost energy trading volume and revenues.Duke EnergyEngaged in 23 "round-trip" trades to boost trading volumes and revenues.DynegyExecuted "round-trip" trades to artificially boost energy trading volume, revenues and cash flows.EnronT

9、ops the list of biggest U.S. corporate collapses. Company boosted profits and hid debts totaling over $1 billion over several years by improperly using partnerships. It also manipulated the Texas power and California energy markets and bribed foreign governments to win contracts abroad.HalliburtonIm

10、properly booked $100 million in annual construction cost overruns (revenues) before customers agreed to pay for them.MerckRecorded $14 billion over three years in consumer-to-pharmacy co-payments that the company never collected.Qwest CommunicationsInflated revenues using network capacity "swap

11、s" and improper accounting for long-term deals. Former CEO L. Dennis Kozlowski was indicted for tax evasion ($1 million of New York sales tax on art purchases). The SEC is investigating whether the company was aware of his actions, and possible improper use of company funds and related-party tr

12、ansactions, as well as improper merger accounting practices.WorldComTo cover losses, top executives overstated earnings by capitalizing $9 billion of telecom operating expenses, and thus overstating profits and assets over five quarters, beginning 2001. Founder Bernard Ebbers received $400 million i

13、n off-the-books loans.XeroxOverstated earnings for five years, boosting income by $1.5 billion, by misapplication of various accounting rules.3、Global Regulatory Action for Corporate and Accounting ReformsI. U.S. Sarbanes-Oxley Act of 2002 (SOA 2002)In response to corporate and accounting scandals,

14、the effects of which are still being felt throughout the U.S. economy, and in order to protect public interest and to restore investor confidence in the capital market, U.S. lawmakers, in a compromise by the House and Senate, passed the Sarbanes-Oxley Act of 2002. President Bush signed this Act into

15、 law (Public Law 107-204) on July 30, 2002. The Act resulted in major changes to compliance practices of large U.S. and non-U.S. companies whose securities are listed or traded on U.S. stock exchanges, requiring executives, boards of directors and external auditors to undertake measures to implement

16、 greater accountability, responsibility and transparency of financial reporting. The statutes of the act, and the new SEC initiatives that followed, are considered the most significant legislation and regulations affecting the corporate community and the accounting profession since 1933. Other U.S.

17、regulatory bodies such as the New York Stock Exchange (NYSE), the National Association of Securities Dealers Automated Quotation (NASDAQ) and the State Societies of CPAs have also passed new regulations which place additional burdens on publicly traded companies and their external auditors.The Sarba

18、nes-Oxley Act (SOA) is expressly applicable to any non-U.S. company registered on U.S. exchanges under either the Securities Act of 1933 or the Security Exchange Act of 1934, regardless of country of incorporation or corporate domicile. Furthermore, external auditors of such registrants, regardless

19、of their nationality or place of business, are subject to the oversight of the Public Company Accounting Oversight Board (PCAOB) and to the statutory requirements of the SOA .The United States' SOA has reverberated around the globe through the corporate and accounting reforms addressed by the In

20、ternational Federation of Accountants (IFAC); the Organization for Economic Cooperation and Development (OECD); the European Commission (UC); and authoritative bodies within individual European countries.II. International Federation of Accountants (IFAC)The International Federation of Accountants (I

21、FAC) is a private governance organization whose members are the national professional associations of accountants. It formally describes itself as the global representative of the accounting profession, with the objective of serving the public interest, strengthening the worldwide accountancy profes

22、sion and contributing to the development of strong international economies by establishing and promoting adherence to high quality standards. The Federation represents accountancy groups worldwide and has served as a reminder that restoring public confidence in financial reporting and the accounting

23、 profession should be considered a global mission. It is also considered a key player in the global auditing arena which, among other things, constructs international standards on auditing and has laid down an international ethical code for professional accountants. The IFAC has recently secured a d

24、egree of support for its endeavors from some of the world's most influential international organizations in economic and financial spheres, including global Financial Stability Forum (FSF), the International Organization of Securities Commissions (IOSCO), the World Bank and, most significantly,

25、the European Communities(EC).In October 2002, IFAC commissioned a Task Force on Rebuilding Public Confidence in Financial Reporting to use a global perspective to consider how to restore the credibility of financial reporting and corporate disclosure. Its report, "Rebuilding Public Confidence i

26、n Financial Reporting: An International Perspective," includes recommendations for strengthening corporate governance, and raising the regulating standards of issuers. Among its conclusions and recommendations related to audit committees are :1. All public interest entities should have an indep

27、endent audit committee or similar body .2. The audit committee should regularly report to the board and should address concerns about financial information, internal controls or the audit .3. The audit committee must meet regularly and have sufficient time to perform its role effectively .4. Audit c

28、ommittees should have core responsibilities, including monitoring and reviewing the integrity of financial reporting, financial controls, the internal audit function, as well as for recommending, working with and monitoring the external auditors. 5. Audit committee members should be financially lite

29、rate and a majority should have "substantial financial experience." They should receive further training as necessary on their responsibilities and on the company.6. Audit committees should have regular private "executive sessions" with the outside auditors and the head of the in

30、ternal audit department. These executive sessions should not include members of management. There should be similar meetings with the chief financial officer (CFO) and other key financial executives, but without other members of management.7. Audit committee members should be independent of manageme

31、nt .8. There should be a principles-based approach to defining independence on an international level. Companies should disclose committee members' credentials, remuneration and shareholdings.9. Reinforcing the role of the audit committee should improve the relationship between the auditor and t

32、he company. The audit committee should recommend the hiring and firing of auditors and approve their fees, as well as review the audit plan.10. The IFAC Code of Ethics should be the foundation for individual national independence rules. It should be relied on in making decisions on whether auditors

33、should provide non-audit services. Non-audit services performed by the auditor should be approved by the audit committee.11. All fees, for audit and non-audit services, should be disclosed to shareholders.12. Key audit team members, including the engagement and independent review partners, should se

34、rve no longer than seven years on the audit .13. Two years should pass before a key audit team member can take a position at the company as a director or any other important management position .III. Organization for Economic Cooperation and Development (OECD) The Organization for Economic Cooperati

35、on and Development (OECD) is a quasi-think tank made up of 30 member countries, including the United States (U.S.) and the United Kingdom (UK), and it has working relationships with more than 70 other countries. In 2004, the OECD unveiled the updated revision of its "Principles of Corporate Gov

36、ernance" that had originally been adopted by its member governments (including the U.S. and UK) in 1999. Although they are non-binding, the principles provide a reference for national legislation and regulation, as well as guidance for stock exchanges, investors, corporations and other parties

37、. The principles have long become an international benchmark for policy makers, investors, corporations and other stakeholders worldwide. They have advanced the corporate governance agenda and provided specific guidance for legislative and regulatory initiatives in both the OECD and non-OECD countri

38、es.The 2004 updated version of "Principles of Corporate Governance" includes recommendations on accounting and auditing standards, the independence of board members and the need for boards to act in the interest of the company and the shareholders. The updated version also sets more demand

39、ing standards in a number of areas that impact corporate executive compensation and finance, such as :1. Granting investors the right to nominate company directors, as well as a more forceful role in electing them.2. Providing shareholders with a voice in the compensation policy for board members an

40、d executives, and giving these stockholders the ability to submit questions to auditors.3. Mandating that institutional investors disclose their overall voting policies and how they manage material conflicts of interest that may affect the way the investors exercise key ownership functions, such as

41、voting .4. Identifying the need for effective protection of creditor rights and an efficient system for dealing with corporate insolvency .5. Directing rating agencies, brokers and other providers of information that could influence investor decisions to disclose conflicts of interest, and how those

42、 conflicts are being managed .6. Mandating board members to be more rigorous in disclosing related party transactions, and protecting so-called "whistle blowers" by providing the employees with confidential access to a board-level contact .4、ConclusionThe Sarbanes-Oxley Act of 2002 was the

43、 U.S. government's response to the wave of fraudulent corporate financial reporting experienced during the 1990s and early 2000s an represented a significant step in regaining investors' confidence in the global financial reporting process. The SOA created new and stricter statutes to avoid

44、a repeat of previous corporate financial disasters. The Act not only applies to U.S. entities but also covers primarily large non-U.S. companies whose securities are listed or traded on U.S. stock exchanges, as well as their non-U.S. external auditors, regardless of their nationality or place of bus

45、iness. Foreign entities have to comply with the SOA by June 2005 . Across the Atlantic, the IFAC, OECD and EU have recognize the recent eruption of corporate scandals in Europe and affirmed the inevitable need for corporate governance reforms and regulation of the public accounting profession worldw

46、ide. The International Federation of Accountants (IFAC) has passed the Code of Professional Ethics for international accounting firms. The Organization for Economic Cooperation and Development (OECD) has passed guidelines for improving corporate governance. The European Union (EU) has proposed a cod

47、e of conduct for independent auditors, which include a five-year auditor rotation requirement. European countries are also individually involved in improving their corporate laws through governance codes of practice.Sourse: Badawi, Ibrahim M. Review of Business; Spring2005, Vol. 26 Issue 2, p8-14, 7

48、p譯文全球公司會計舞弊和改革行為一、前言隨著最近一系列公司虛假財務報告事件在美國發(fā)生,類似丑聞也在其他國家被曝光。幾乎所有的案例中外國企業(yè)會計舞弊的行為是委托其在多個國家的業(yè)務實體,這些實體大多在美國上市。美國公司立法和管理改革2002年的薩班斯法案在全球范圍引起反響。該法案的目的是雙重的：（1）識別有明顯的虛假財務報告和會計手法不當?shù)拿绹屯鈬?；?）突出強調國際上對恢復投資者對財務報告、會計職業(yè)和全球資本市場信心的反應。二、全球企業(yè)會計舞弊的案例大量的美國公司被列入公司財務會計丑聞的清單，而且每個案例都不止一個會計行為不規(guī)范。通過表1可以看到樣本中的美國公司的虛假財務報告的欺騙行為。表

49、1 美國公司會計舞弊樣本阿德菲亞傳播公司家族以公司名義集資31億美元貸款在資產負債表外，通過資本化費用和隱藏債務來虛增收入。美國在線時代華納易貨貿易和廣告銷售以收入的名義記錄，以保持其高的收入增長率。通過與廣告商和供應商的往返交易，銷售額也被提高。百時美施貴寶2001年膨脹的收入，利用“填塞分銷渠道”的營銷伎倆突擊增加銷售收入15億美元或為了讓批發(fā)商接受比他們的需求更多的存貨給予不恰當?shù)莫剟?，使公司能夠達到2001年銷售目標。CMS實行“往返(買賣)”交易人工提高能源成交量以及收入。杜克能源通過23次 "往返”交易來提高交易量及增加收入。達力智實行“往返”交易人工提高能源成交量、收入

50、和現(xiàn)金流。安然美國最大的榜首公司崩潰。公司通過不恰當?shù)幕锇殛P系在幾年內提高利潤并隱瞞了債務總計超過10億美元。它也操縱著得克薩斯州的電力和加利福尼亞州的能源市場, 在國外通過賄賂外國政府贏得合約。哈里伯頓在顧客同意支付前不恰當?shù)卮_認了1億美元的年度建設投入。默克制藥在三年內，公司在其帳目中計入了來自于其子公司140億美元的營收款項，但默克制藥公司卻從未收取此款項?？固赝ㄓ嵐就ㄟ^對長期交易的不恰當財務記錄來虛增收入。前任CEO丹尼斯被指控逃稅100萬美元。證券交易委員會正在調查公司是否很清楚自己的行為，可能不恰當?shù)剡\用公司資金和關聯(lián)方交易，以及不恰當?shù)暮喜⑿袨椤Ｊ澜缤ㄐ殴緩?001年開始，

51、高層管理人員將90億美元電信營業(yè)費用資本化來夸大收入和資產超過5個季度。創(chuàng)始人伯納德貝斯收到400萬美元的帳外貸款。施樂五年來濫用各種會計準則夸大收入，虛增15億美元的收入。三、公司會計改革的全球管理行為（一）2002年薩班斯法案(SOA 2002)會計丑聞的影響貫穿于整個美國經(jīng)濟，為了保護社會公共利益，令投資者恢復對資本市場的信心，美國立法者在2002年通過了薩班斯法案。布什總統(tǒng)2002年7月30日簽署了該法案(公法107-204)。該法案的執(zhí)行給在美國證券交易所上市交易的美國和非美國的公司帶來巨大變化，要求行政人員、董事會和外部審計人員采取措施使財務報告更具責任心和透明度。基于法案條例的積

52、極性，該法案被認為是從1933年以來最具象征意義的法律法規(guī)，影響著公司和會計職業(yè)。其他美國監(jiān)管機構，比如紐約證券交易所、那斯達克和國家注冊會計師協(xié)會也通過了新的法規(guī),針對上市公司及其外部審計人員增加條款。薩班斯法案適用于任何在美國證券交易所注冊上市的公司，無論是在1933年證券管理條例下的還是在1934年證券交易法下的，不管是國營還是私營。此外，外部審計人員，不管他們的國籍和營業(yè)地點，受美國上市公司會計監(jiān)管委員會(PCAOB)監(jiān)督。美國的薩班斯法案(SOA)在世界各地有反響,國際會計師聯(lián)合會(IFAC)、經(jīng)濟合作與發(fā)展組織(OECD)、歐洲委員會(UC)和歐洲國家的個人權威機構參與了企業(yè)和會計改革行為。（二）國際會計師聯(lián)合會(IFAC)IFAC是一個私人的管理機構，其成員是國家專業(yè)組織的會計師。IFAC把自己描述成會計這一職業(yè)的全球代表，目的在于為公共利益服務，強化全世界的會計，通過建立和遵守高質量的標準，為國際經(jīng)濟的發(fā)展做出貢獻。IFAC代表了全世界的會計團體，恢復公眾對財務報告和會計職業(yè)的信心并認為應該是一個全球性的任務。他在全球審計舞臺上充當了一個重要角色，建立了審計的國際化標準，規(guī)定了專業(yè)會計師的道德規(guī)范。IFAC近來被