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GOVERNANCE, BUSINESS ETHICS, RISK MANAGEMENT AND CONTROL

Module 1. Internal Auditing


Foundations of Internal Auditing
 Internal Audit Activity: practitioners or consultants that provides independent, objective assurance and
consulting services – to add value and improvement

Mission of Internal Audit


International Standards for the Professional Practice of
Mandatory Elements of the International Professional
Internal Auditing (IISPPIA)
Practices Framework

Mission of Internal Audit: “To enhance and protect organizational value by providing risk-based and objective
assurance, advice, and insight.”

Mandatory Elements of the International Professional Practices Framework


a. Definition of internal auditing
Internal auditing: an independent, objective assurance and consulting activity designed to add value and
improve an organization’s operations.

Objectives: risk management, control, and governance processes


Assurance: assessment to provide conclusions
Consulting: advisory in nature

*International Internal Audit Standards Board (IIASB) made a revision of standards on Jan. 1, 2017, along
with the formation of International Professional Practice Framework Oversight Council (IPPFOC)

b. The Core Principles for the Professional Practice of Internal Auditing


 Articulates internal audit effectiveness
 Demonstrates integrity.
 Demonstrates competence and due professional care.
 Is objective and free from undue influence (independent).
 Aligns with the strategies, objectives, and risks of the organization.
 Is appropriately positioned and adequately resourced.
 Demonstrates quality and continuous improvement.
 Communicates effectively.
 Provides risk-based assurance.
 Is insightful, proactive, and future-focused.
 Promotes organizational improvement.

c. International Standards for the Professional Practice of Internal Auditing (the Standards)
d. [Institute’s] Code of Ethics
Code of Ethics: principles and expectations in internal auditing behavior.
*purpose: promote ethical culture in profession of internal auditing

Essential components:
1. Principles of profession and practice of internal auditing
2. Rule of conduct: behavior norms expected of internal auditors. Aid to interpret principles into
practical applications, guide ethical conduct
Integrity – trust, reliance in judgment
Objectivity – professional objectivity
Principles to uphold by internal auditors Confidentiality – respect value and ownership
of information
Competency – apply skills in the performance

Independence and Objectivity


 Independence: freedom from conditions that threaten the ability of the internal audit activity to carry out internal
audit responsibilities in an unbiased manner.
*chief audit executive has direct and unrestricted access to senior management and board
 Objectivity: unbiased mental attitude, perform engagements to believe in work product and no quality
compromise

Proficiency and Due Professional Care


 Proficiency: knowledge, skills required to carry out professional responsibilities
 Due professional care does not imply infallibility

Quality Assurance and Improvement Program


 Quality assurance and improvement program (QAIP): ongoing and periodic assessment of the entire spectrum
of audit and consulting work performed by the internal audit activity.
Internal assessments: ongoing monitoring (integral), periodic self-assessments
 Engagement planning & supervision
 Standard working process
 Working papers, sign-offs
 Interviews and reviews of stakeholders
 Benchmarking of the performance against relevant best practices
o External assessments: independent & objective evaluation (every five years by qualified independent
assessor outside)
 Two approaches: full external assessment, self-assessment
 Full external assessment: Use of qualified independent assessor
 Self-assessment: Independent external validation

Governance, Risk Management and Control


 Systematic, disciplined, and risk-based approach
 Internal audit credibility
 Governance: processes and structures to inform, direct, manage, and monitor activities towards objectives
 Risk Management: identify, assess, manage and control to provide reasonable assurance towards objectives
 Control: action taken to manage risk to achieve objectives

Fraud
 Primary responsibility of management to prevent and detect fraud
 Internal audit activity to evaluate potential occurrence
 Fraud: illegal act characterized by deceit, concealment, or violation of trust

Elements of fraud:
1. Pressure (incentive/motive) – incites actions, moving force to commit fraud
*differs from intent – particular means to commit fraud
2. Opportunity – ability to commit fraud
3. Rationalization – justification of act
LECTURE
 GMRC of the Corporation
 Removing ‘governance’ would ruin the corporation
 3 different terms:
 o
RELATED LINKS

SEC Memorandum Circular No. 19


Code of Corporate Governance for Publicly Listed Companies
A. Board’s Governance Responsibilities (1-7)
P1: Competent working board to foster long-term success and to sustain competitiveness and profitability
P2: Fiduciary roles, responsibilities and accountabilities of the Board (by law, AI, by-laws, legal
pronouncements) be known to all
P3: Establishment of Board Committees
P4: Devotion of the directors for full commitment
P5: Exercise of objective and independent judgment
P6: Assessment process, regular carry-out of evaluations
P7: Board members to apply high ethical standards
B. Disclosure and Transparency (8
P8: Disclosure policies and procedures to be practical & in accord with best practices and regulatory
expectations
P9: External auditor’s standards
P10: Material and reportable non-financial and sustainability to be disclosed
P11: Communication channel for dissemination and for informed decision-making
P12: Strong and effective internal control system and enterprise risk management framework
C. Internal Control System and Risk Management Framework
P13: Fair and equitable treatment to shareholders & their rights
D. Cultivating a Synergic Relationship with Shareholders
P14: Respect to shareholders’ rights, as well as redress in case of violation

Introduction

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