Discuss about the Audit Assurance for Systematic Procedure.
Audit and assurance refers to a systematic procedure that is essentially designed for recognition of diverse instances of material misstatements in the financial declarations of the firm. The current report is necessarily segmented into two different parts where the first section is necessarily a written response to Helen Fields that addresses the recognized issues in the audit committee and the internal audit functions. The first section sheds light on the main roles as well as functionalities of the audit and proposes different nature and characteristics of different individuals that are suitable for working in this committee. The present segment also sheds light on the accountabilities of the internal audit functions especially in internal control. In addition to this, the current section also proposes the ways in which the Audit Committee as well as the Internal Audit can improve the way the Board can discharge of the corporate governance accountabilities concerning the internal control. The second section of this report that addresses Mary Murphy presents a critical assessment of the corporate governance arrangements in the textile business unit and delivers advice to the client regarding the achievement of the conformation with the UK Corporate Governance Code.
The current section outlines the appropriateness of the institution of an Audit Committee and the Internal Audit Function with special reference to the current context of high business growth of the business unit along with the intention of the management to list on the Irish Stock Exchange the following year.
Main role of the audit committee and their functions
As per regulations, all the public interest business entities need to establish an audit committee and this requirement starts six months subsequent to the date of making the directive. Again, the “public interest entities are necessarily corporations that has different transferrable securities that can be acknowledged for trading on a specific regulated market of any Member State, credit institutions as well as insurance undertakings (Council 2012).
As rightly indicated by Tricker (2015), the Guidance on Audit Committee also known as Smith Guidance delivers guidance to different listed corporations. The guidance is regarding composition, role as well as responsibilities of particular audit committee (Ahmed Haji et al. 2016). The Audit committee of different Irish public interest business entities need to conform with the regulations stipulated under the section 91 of S.I 220 of the year 2010 as modified by S.I 685 of the year 2011 and with the regulation under section 167 stipulated under the Companies Act 2014 .
The Code also calls for the need of the review of different arrangement by the audit committee by which the members of the staff might raise concern regarding probable improprieties in diverse matters related to financial reporting (Knechel 2016). Particularly, the Board of the corporation needs to institute formal as well as transparent arrangements for helping the implementation of the corporate reporting, risk management as well as internal control rules and for maintenance of a suitable association with the auditor of a company.
The primary role of the audit committee is therefore to keep a close watch on the integrity of the financial declarations of the corporation as well as any other formal announcements associated to the financial performance of the corporation, review of the important financial declaration judgements contained in the pecuniary reports of the firm (Messier Jr 2016). In addition to this, the primary role of the audit committee is also to evaluate the internal financial controls of the corporation until specifically addressed by a disconnect “Board Risk Committee” made of independent directors or else by the Board to evaluate the internal control of the corporation and risk management procedure. In addition to this, the main role of the audit committee is also to monitor as well as analyze the effectiveness of the overall internal audit operations of the corporation. Again, the role of the committee is also to propose appropriate recommendations to the Board regarding authorization in general meeting in association to the appointment, re-appointment as well as elimination of external auditor and to authorize the structure of remuneration long with the terms of association of particular external auditor (Glover et al. 2014). Nevertheless, the role of the audit committee is also to review as well as monitor the independence as well as objectivity of the external auditor as well as effectiveness of the entire process of audit by taking account pertinent professional and at the same time regulatory obligations (Leipziger 2015). As such, the role of the audit committee is also to develop as well as to institute strategies on the engagement of the external auditor to deliver diverse non-audit services, by taking into consideration different pertinent ethical directives concerning the provision related to non-audit services by mainly the external audit units. The audit committee also needs to report to the board regarding the different actions or else the required improvement and recommendations as regards the steps to be undertaken for improvement (Okhmatovskiy and David 2012). Finally, the main role of the audit committee is also to report to the Board regarding the way the committee has discharged the duties. Again, on request of the board, the audit committee also need to provide guidance as well as advice regarding the presentation as well as preparation of the annual reports as well as accounts and judge the fairness, balanced nature and comprehensibility of the report.
Characteristics of the individuals that is suitable to work in this committee
As mentioned by Keay (2014), the Guidance on Audit Committee illustratively explains the characteristics as well as the required qualifications of the individuals that are suitable to work in the audit committee. The “Director of Corporate Enforcement” is provided rights as conditioned under the directives to demand evidence of any statutory approval of the auditor to act as an auditor. However, failure to meet the requirements within the time period of 30 days can be considered an offence that can consequently lead to a fine amounting to €12,500. As per the regulations conditioned under the Corporate Governance Code, the audit committee need to have suitable balance of different competence as well as skills, independence as well as knowledge regarding the corporation in order to discharge different their respective duties as well as accountabilities effectually (Eling and Marek 2014). Again, the board needs to be adequate size so that the requirements of the particular corporation can be appropriately satisfied. However, the Combined Code also takes into account different provisions for listed corporations to have a particular audit committee on essentially a “comply or else explain” base. In addition to this, the audit committee also needs comprise of at least two different non-executive independent directors to ensure proper functioning of the committee. In particular, this implies that the directors need not have or else have a material business association with the particular firm within 3 years of appointment either as a partner otherwise as a shareholder, director otherwise a senior employee of a particular body that carries out a material business association with the particular company. In addition to this, the directors also need to be have experience as an employee of the definite organization within the period of 3 years of appointment. Furthermore, one of them also need have competence in accounting or else auditing (Ayuso et al. 2014).
Main responsibilities of the internal audit functions with special reference to internal control
As rightly mentioned by Larcker and Tayan (2015), the definition of the internal auditing as well as International Standards recognizes that internal audit plays a crucial role in the process of evaluation as well as improvement of the entire procedure of the governance procedure. The regulations also refer towards assessments and provide recommendations for promoting appropriate ethics as well as values within the particular organization, making certain effective performance management as well as accountability, communicating about risk as well as important control information, coordinating diverse actions of the board along with the external as well as internal auditors and administration.
The internal process is essentially unique, is identical for different engagement, and generally comprises of four different stages. The process essentially outlines the questions well as actions that the internal auditor needs to handle for completing the process. The internal audit function is responsible for acquiring a range of information regarding the specific area under consideration or else the activities that are to be reviewed. Therefore, the first and foremost responsibility of the internal audit function is to carry out a research that can help in understanding the objectives, activities, way of performing the activities, ways of enumeration of the performance, associated risks of the process, diverse responses to risks as well as effectiveness of diverse responses of the risks. Thereafter, the responsibilities of internal audit function also include planning where different auditors are required to analyse acquired information in order to determine the scope as well as objectives of the audit (Tricker 2015). The accountability of planning within the internal audit function scope includes determination of the specific scope of the audit, establishment of the objectives of the audit, acquirement of resources along with competence, knowledge, determination of targets and preparation of timetable and the entire programme of work. The audit function also includes the deliverance of assurance by acquiring information, evaluating the information, undertake evidence findings, finding conclusive results and finally communicating the results. In addition to this, the internal audit functions also include implementation of actions where diverse managers can acknowledge the risks of the actions and take steps for improvement (Tricker 2015).
Establishment of the Audit Committee can improve the way Board discharges duty
The Audit committee and the internal audit control function facilitate the strengthening of the governance and the framework of risk within an organization. The audit committee roles are such that it is consistent with the effectiveness of the internal control system of the company. The audit committee determines the effectiveness of the internal audit function and they help in the assessment of the quality of the audit works, which ultimately contributes, to the corporate governance of the organization. The audit committee and the internal audit function helps in the monitoring of the activities of the management regarding its internal control system. The deficiencies of the internal control system is reported appropriately and the serious deficiencies are reported to the top management seeking the actions to be taken. The system of internal control followed by the organization are realized with the help of the Audit committee (Bhardwaj et al. 2015). The Committee assist in checking whether the internal control are in place. The unusual transactions made by the company are recorded by the audit committee and they take into account that the control system are in place and the policies and procedures are applied in way as they are meant to be applied.
The committee and the internal audit function evaluates whether the existing policies and procedures are important to the organization and whether they are periodically updated. This helps the internal control system of the organization in compliance with the established corporate governance code (Ghafran and O'Sullivan 2013). Audit committee is regarded as the central pillar of the corporate governance of an organization. The quality of audit, independence and the oversight of the performance of the internal control system is provided by the audit committee. The effective audit function is the valuable tool of the audit committee and this helps in evaluating the various activities of the internal control system of the company.
Assessment of the corporate governance arrangements in the textile company
The corporate governance code of UK provides a guidance on the number of key components for the effective practice of Board. For the listed companies, the code set out the standards and the companies are required to follow the code provided. The principle of good corporate governance is set out by the code under the headings of effectiveness, leadership, accountability, relation with shareholders and internal control. The companies listed under the Irish stock exchange is required to explain the provisions of corporate governance supplementing the provisions of the UK corporate governance codes (Glover et al. 2014).
Under the section of leadership, the chairman is responsible for the board’s leadership and the effectiveness of the leadership has to be ensured by the chairman himself. The divisions of responsibilities at the head of the company should be very clear. The responsibility of the executives in running the business and the responsibility of running the board should have a clear demarcation. The responsibility of the non-executive directors should be to develop the proposals on strategy and constructively challenge it (Hayeset al. 2014).
Under the accountability principle, the board of the textile company should be able to present the balanced, fair and understandable assessment of the position of the company. The internal control system and the management of the risk is the responsibility of the board. In order to maintain an appropriate relationship with the auditors of company, the Board is responsible to make the transparent and formal arrangement, which they would apply to the principle of their internal control system and the corporate reporting. It is the responsibility of the directors to explain the principal risks and the current position of the textile company in the annual report. The directors should explain the management of the risk, which the company is facing along with their mitigation measures (Knechel, 2016). The monitoring and reviewing of the internal control system of the company should cover all the aspects such as financial, material, compliance and operational control.
The Irish registered textile company has two non-executive members on the board. The company has only one Chairman who is also acting as CEO of the company. For the formation of the audit committee, there should be at least two non-executive directors in the company and they should be independent regarding the chairman’s appointment. Therefore, the Board should appoint independent chairman. The discharging of the responsibilities of the audit committee should be presented in the separate section in the annual report (Kpmg.com 2016).
Under the principles of effectiveness, the Board and the committee should possess the appropriate skills, knowledge about the company, experience and independence so that responsibilities and duties are discharged in an effective way. An individual or any small group of individual cannot dominate the decisions of Board and for this; the board needs to have an appropriate combinations of non-executive and executive directors. The non-executive directors should mainly be independent. The number of non-executive directors, which the Board considers independent, should be identified in the annual report. It is the responsibility of the Board to determine the character of the director. The board has to look whether there exist any relationship that is likely to affect the judgment of the directors (Skaifeet al. 2013).
The search of the candidate for the board should be conducted and the appointment of the members should be made against the objective criteria. The process of appointment to the Board and the recommendations should be made the nomination committee. The independent non-executive directors should form the majority of the members of the non-executive committee. The textile company has the directors who have worked for many years. The non-executive members of the Board of the company who earlier were former executive director are holding the office for over twenty years.
As per the provisions of the code of the UK corporate governance under the effectiveness principles, the non-executive directors should be appointed for the specific terms and they should be subjected to the statuary provisions and reelection relating to the removal of directors (Woidtke and Yeh2013). If the non-executive directors are holding the office for more than six years, then their office term should be subjected to particular rigorous review. The progressive refreshing of the board should also be taken into account by the board (Charteredaccountants.ie 2016). The explanation of the process of the appointment of the directors of the Board should be given if neither an open advertising nor the external search consultancy has been used for the same. If the company has made use of the external search consultancy, the same is to be identified in the annual report and the statement stating the connection of the company with the external consultancy should be provided.
The condition and terms of the appointment ‘non-executive directors’ should be available for inspection. As per the provisions of the code, the chairman needs to ensure that the new appointed directors on joining the board should receive a formal and detailed induction. Al the directors of company should have access to the service and advice of the company secretary (Kumar 2016).
Under the remuneration principle, the long-term success of the company is promoted by way of remuneration. The remuneration of the non-executive directors should comprise of the performance related elements and share options. The independence of the non-executive directors are determined by the holding of share options. The notice period is to be set for one year or less. The board should have the remuneration committee comprising of the two independent directors (Marinovic 2013).
The chairman with the shareholders should discuss the strategy of the corporate governance. The resolution to elect the directors should be set out in the paper to the shareholders by providing sufficient biographic details, which would assist the shareholders in taking the informed decisions. In order to develop the balanced understanding of the issues and concern of the shareholders, the senior directors accompanying the shareholders should attend the board meeting.
The discharge of the corporate governance duty in relation to the internal control is enhanced by the introduction of the audit committee. Therefore, it is essential for the company to have and audit committee for facilitating the function of its internal control system. The establishment of the audit committee strengthens the internal control system. From the above discussion, it is clear that the structure of the corporate governance of Irish textile company is not in compliance with the of corporate governance principles and the members of the board does not include the sufficient non-executive directors. In order to be listed on the stock exchange, the company must comply with all the UK corporate governance code. The company needs to change the structure of boards and the directors are holding the office for many years which is against the of corporate governance code and there is a need of refreshing the board in order to comply with the corporate governance principles of UK.
Ahmed Haji, A., Ahmed Haji, A., Anifowose, M. and Anifowose, M., 2016. Audit committee and integrated reporting practice: does internal assurance matter?. Managerial Auditing Journal, 31(8/9), pp.915-948.
Ayuso, S., Rodríguez, M.A., García-Castro, R. and Ariño, M.A., 2014. Maximizing Stakeholders’ Interests An Empirical Analysis of the Stakeholder Approach to Corporate Governance. Business & society, 53(3), pp.414-439.
Bhardwaj, M.N. and Rao, C.D.B.R., 2015. Role of audit committee in corporate governance. International Journal of Management and Social Science Research Review, 1(10), pp.61-67.
Charteredaccountants.ie. (2016). UK Corporate Governance Code - Chartered Accountants Ireland . [online] Available at: https://www.charteredaccountants.ie/Members/Technical/Corporate-Governance/UK-Corporate-Governance-Code/ [Accessed 23 Nov. 2016].
Council, F.R., 2012. The UK corporate governance code. London, September.
Eling, M. and Marek, S.D., 2014. Corporate governance and risk taking: Evidence from the UK and German insurance markets. Journal of Risk and Insurance, 81(3), pp.653-682.
Ghafran, C. and O'Sullivan, N., 2013. The governance role of audit committees: reviewing a decade of evidence. International Journal of Management Reviews, 15(4), pp.381-407.
Glover, S.M., Prawitt, D.F. and Messier, W.F., 2014. Auditing & assurance services: a systematic approach. McGraw-Hill Education.
Glover, S.M., Prawitt, D.F. and Messier, W.F., 2014. Auditing & assurance services: a systematic approach. McGraw-Hill Education.
Hayes, R., Wallage, P. and Gortemaker, H., 2014. Principles of auditing: an introduction to international standards on auditing. Pearson Higher Ed.
Keay, A., 2014. Comply or explain in corporate governance codes: in need of greater regulatory oversight?. Legal Studies, 34(2), pp.279-304.
Knechel, W.R., 2016. Audit quality and regulation. International Journal of Auditing, 20(3), pp.215-223.
Knechel, W.R., 2016. Audit quality and regulation. International Journal of Auditing, 20(3), pp.215-223.
Kpmg.com. (2016). [online] Available at: https://www.kpmg.com/RU/en/topics/Audit-Committee-Institute/Publications/Documents/toolkit/1_The%20role%20of%20the%20audit%20committee_eng.pdf [Accessed 23 Nov. 2016].
Kumar, K., 2016. Role of Audit Committee on Corporate Governance-Experience and Expertise of audit committee has a significant influence and positive bearing on the financial performance of the companies. Indian Journal of Applied Research, 5(8).
Larcker, D. and Tayan, B., 2015. Corporate governance matters: A closer look at organizational choices and their consequences. Pearson Education.
Leipziger, D., 2015. The corporate responsibility code book. Greenleaf Publishing.
Louwers, T.J., Ramsay, R.J., Sinason, D.H., Strawser, J.R. and Thibodeau, J.C., 2013. Auditing and assurance services. New York, NY: McGraw-Hill/Irwin.
Marinovic, I., 2013. Internal control system, earnings quality, and the dynamics of financial reporting. The RAND Journal of Economics, 44(1), pp.145-167.
Messier Jr, W., 2016. Auditing & assurance services: A systematic approach. McGraw-Hill Higher Education.
Okhmatovskiy, I. and David, R.J., 2012. Setting your own standards: Internal corporate governance codes as a response to institutional pressure. Organization Science, 23(1), pp.155-176.
Skaife, H.A., Veenman, D. and Wangerin, D., 2013. Internal control over financial reporting and managerial rent extraction: Evidence from the profitability of insider trading. Journal of Accounting and Economics, 55(1), pp.91-110.
Tricker, B., 2015. Corporate governance: Principles, policies, and practices. Oxford University Press, USA.
Woidtke, T. and Yeh, Y.H., 2013. Corporate Governance and the Informativeness of Accounting Earnings: The Role of the Audit Committee. Pacific-Basin Finance Journal, 23, pp.1-24.