从信息披露看企业内部控制外文翻译文献

文献信息:文献标题：Regulation by disclosure: the case of internal control(从信息披露规则角度看企业内部控制)国外作者：Laura F. Spira, Michael Page文献出处：《Journal of Management & Governance》，2010, 14(4):409-433字数统计：英文2253单词，12476字符；中文3543汉字外文文献：Regulation by disclosure: the case of internal control1.Lntroduction: disclosure as a regulatory toolThe traditional framework of corporate accountability relies on disclosure of information 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 disclosure. 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 provided—a stewardship approach.A different view of the purpose of disclosure underlies developments in 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 financial 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 futureprospects. This approach to disclosure as a regulatory tool is reflected in recent discussions of European 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 adaptability. (p. 34) The discussion paper “Risk Management and Internal Control in the EU” states that:…if regulation is necessary, then disclosu re 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 (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 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 approach to corporate legislation has been significantly different: recognition of this difference has been heightened in much of the recent …rules v. principles5 debate following the Enron debacle (Bush 2005). The response to such apparent failings of the system of accountability is typically a demand for fuller disclosure of information.The development of UK corporate governance policy has been characterised by a 'softer' approach, based on the principle of …comply or explain5, under which disclosure of information about compliance becomes mandatory, although code compliance remains voluntary. Arguments in support of this approach rest on the need for flexibility to recognise 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 observable —the content of the disclosures themselves -rather than the behavioural 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 management behaviour 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 ofconflicts of interest. In some instances our conduct is motivated by what we think is right, without regard to anything else. But, perhaps equally important, ethical behaviour-and wise counselling-results from estimating the public reaction to a full knowledge of a planned course of conduct. The requirement of disclosure 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: 408] Although statements such as those above identify disclosure as a regulatory tool, Cary's is unusual in that it attempts to describe the mechanisms by which it works. In this paper we focus on a specific form of disclosure-that relating to internal control-in a specific context-that of the UK's “comply 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 Control Working Party (The Turnbull Report) 1999]. It was prepared by an Internal Control Working Party chaire d 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 (Turnbull Review Group 2005). Almost simultaneously ICAEW published a briefing document “Implementing Turnbull-a 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 theTurnbull guidance for directors reporting on internal control. We observe that the format and content of such disclosures may converge into a standardised '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. 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 begins with an outline of the development of the concept of internalcontrol, noting the difficulties encountered in arriving at a suitable definition for purposes of disclosure, and its recent identification with risk management. Focusing onthe disclosure requirements of the UK Turnbull 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 issuesthat policy-makers endorsing the use of disclosure as a means of regulation may need to 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 control 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 the form of codes of practice on the principle of 'comply or explain' rather than prescriptive legislation. The monitoring role of the board of directors, which forms the apex of the internal control system of an organisation, has been emphasised. The influence of particular interest groups has been important in the negotiation of these developments. Auditors, bothinternal and external, can claim expertise in internal control, advancing their organisational position in the case of internal auditors (Spira and Page 2003) and increasing the potential for sales of specialised services in the case of external auditors. Regulators and legislators have focused on 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 structure of an organisation which enabled its goals to be achieved, to the more recent view of internal control as a substantially “preventive” system, designed to minimise obstructions to goal achievement and carrying significantly greater expectations of the effectiveness of such systems. AsPage and Spira (2004) note, companies have also increasingly taken 'risk-based' approaches to internal control because of the increased pace of organisational change—control 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 reasons there has been an increase in 'delegation' of control downwards in the organisation 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 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 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 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 summarised in a lecture by Mautz (1980). He quotes 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 prescribed 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 accuracy 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 profession 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 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 organisational levels and clerical 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 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 assurance 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: “internal control over financial reporting”3 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 that directors5 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 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 1998the Hampel review of the Cadbury Code weakened this recommendation even further but, forthe first time, suggested that internal control and risk management were related.This link was built on by the internal control working party chaired by Nigel Turnbull which was charged with producing guidance for directors in interpreting the Code's requirements for reporting on internal control, finally grasping the nettle avoided by Cadbury, Rutteman and Hampel. Using a broad definition of internal control, the Turnbull guidance views it as a key component of risk management. In terms of the apparent satisfaction of disclosers and their audiences, the guidance appears to have proved remarkably successful, judging by the responses to the consultation initiated by the Financial Reporting Council Turnbull Review Group in 2005. The guidance has also beenwidely adopted in the public sector.中文译文:从信息披露规则角度看企业内部控制1.引言：作为监管工具的披露传统的企业责任框架依赖于利益相关者的信息披露。