Corporate governance is about promoting corporate fairness, transparency and accountability. The corporate governance structure specifies the distribution of rights and responsibilities of the board, managers, shareholders and other stakeholders, and spells out the rules and procedures for making decisions on corporate affairs. It also incorporates the organization's strategic response to risk. KnowledgeLeader offers hundreds of articles and tools for understanding and improving corporate governance.
Select one of the areas below to view a sample of audit committee and board or directors information available on KnowledgeLeader:
Audit Committee Annual Planner
The audit committee is a committee of the board of directors. This sample schedule provides an annual planner for audit committee activities.
Audit Committee Briefing – Internal Audit Standards: Why They Matter
Commonly, and in best-practice organizations, internal auditing has a direct reporting line to the audit committee. This publication explains how internal audit activities that adhere to the Standards and Code of Ethics can help audit committees comply with their own charters and regulatory responsibilities. In addition, this briefing provides guidelines for the relationship between audit committees and internal auditors.
Audit Committee Charters
Audit committees assist the board in monitoring the integrity of the financial statements, external auditor qualifications, performance of the internal audit function and external auditors, and company’s compliance with regulatory requirements.
Audit Committee Charter Review Checklist
This checklist addresses a variety of topics and acts that often fall within the Audit Committee’s responsibilities. It provides a broad framework and a set of activities that can be undertaken by the Audit Committee to achieve appropriate oversight. This document is intended to only be used as a sample guide to understanding and reviewing the current charter.
Audit Committee Reports: Sample Presentations
Each of these four samples contains an audit committee report that has been presented by internal auditors at a target company. The report content primarily focuses on presenting the audit risk assessment process and results, the internal audit planning process and timing, and the business self-assessment processes and results.
The Combined Code of Corporate Governance (Turnbull Report) - UK
The Combined Code of Corporate Governance challenged directors of listed companies to raise their game on business risk management. To help companies respond, in 1999 the Institute of Chartered Accountants of England and Wales's (ICAEW) Internal Control Working Party chaired by Nigel Turnbull, published Internal Control: Guidance for Directors on the Combined Code ("the Turnbull report"). The Turnbull guidance was updated on October 2005.
Compensation Committee Charter - Example 1
One of the NYSE corporate governance requirements states that listed companies must have a compensation committee composed independent directors. The compensation committee has overall responsibilities for approving and evaluating officer compensation plans, policies, and programs of a company. These three charters provide examples of the language and structure of a compensation committee charter. The charters discuss topics such as membership requirements, committee responsibilities, and external reporting requirements.
Compliance Frameworks
The process of identifying and assessing the IT controls necessary to address specific risks is aided considerably by the organization’s adoption of a formal control framework. This framework should apply to, and be used by, the whole organization — not just internal auditing. This document identifies the most commonly used frameworks.
Corporate Compliance Program Policies
This corporate compliance program documents professional standards of conduct and describes the confidential reporting system, policies for monitoring and auditing, procedures upon the discovery of misconduct and responsibility for compliance efforts. It also includes the code of business conduct and ethics with a certification page for employees to sign agreeing to compliance with the statement of policy.
Corporate Governance: Board Committees
The purpose of this policy is to set standards for board committee structures and protocols. To be most effective, board committees require formal terms of reference that clarify the committees’ mandates, composition and limitations.
Corporate Governance: Relationship with Internal Auditors
The purpose of this policy is to establish reporting relationships for the internal auditors of the company. Both internal and external auditors, by the nature of their work, have a special relationship with the board of directors. This policy spells out particular reporting relationships to ensure that appropriate governance can be applied.
Corporate Governance: Shareholders Meetings
The purpose of this policy is to simplify and clarify the essential elements of shareholders meetings. The policy applies to shareholders, the Board of Directors and all staff working on shareholder relations.
Corporate Responsibility Program Effectiveness Assessment Audit Work Program
The objectives of this audit work program are to assess the effectiveness of a Corporate Responsibility Program (CRP), and to ensure that the company is continuing to put into practice the seven elements of an effective compliance program.
Ethical Business Conduct Guidelines Audit Work Program
This sample work program can be downloaded and reviewed for ideas and comparison with your own work programs.
Excel in Managing Spreadsheet Risk Presentation
Control over spreadsheets associated with the financial reporting process is an increasing concern for companies. These spreadsheets have achieved an increasingly high profile within regulatory compliance. This presentation serves as a guide to train SOX project teams in testing Section 404 spreadsheet controls and utilizing a spreadsheet control framework.
Foreign Corrupt Practices Act (FCPA) Audit Work Program
This work program will assist audit teams to review compliance with the Foreign Corrupt Practices Act of 1977. An introduction describes the basics of the Act.
Internal Audit’s Role: A Summary for the Board of Directors
This summary presents an overview of the role of the Internal Audit department to the Board of Directors. It informs the Board about the definition of internal audit and internal control, and briefly describes what auditors do and who is involved in the work. This example also includes a brief overview of the projects on which the audit department intends to focus.
Model Management Control Policy
This sample policy outlines the roles and responsibilities of management, internal audit, and the audit committee related to controls over an organization’s processes. This policy was derived from The IIA Quality Assurance Manual, Fourth Edition.
Nominating and Governance Committee Charter - Example 2
Boards of directors are faced with increased responsibility. This has heightened the demand for qualified and educated members to sit on company boards. The nominating and governance committee assists the board in identifying qualified individuals to become board members, determining the composition of the board of directors and its committees, monitoring a process to assess board effectiveness, and developing and implementing the company’s corporate governance guidelines. This charter provides an example of the language and structure of a nominating and governance committee charter.
Nominating and Governance Committee Charter - Example 3
Boards of directors are faced with increased responsibility. This has heightened the demand for qualified and educated members to sit on company boards. The nominating and governance committee assists the board in identifying qualified individuals to become board members, determining the composition of the board of directors and its committees, monitoring a process to assess board effectiveness, and developing and implementing the company’s corporate governance guidelines. This charter provides an example of the language and structure of a nominating and governance committee charter.
Quarterly Compliance Assessment Report
This sample includes an internal audit quarterly assessment of a financial services company’s compliance policies and procedures. In this report, internal audit validates the operational effectiveness of key activities and controls within these policies and procedures. This assessment focuses on policies and procedures relating to anti-money laundering, whistleblower hotlines, custody, insurance, and code of ethics.
Responding to Audit Committee Responsibilities: Best Practices
This guide provides an overview of what typically encompass the most common audit committee responsibilities, together with "Best Practices" related to carrying out these responsibilities.
Turnbull Report - A Best Practices Guide
Publication of the Internal Control Working Party's recommendations on the Combined Code ('Turnbull Report') presents businesses with an opportunity. For the first time, the link between risk management and improved business performance is being acknowledged by governance regulations.
Whistleblower Policy and Procedures
This policy establishes the standards and procedures to ensure that accounting and audit related complaints handling complies with management’s and the audit committee’s objectives.
Achieving High Performance in Internal Audit
Protiviti and the Institute of Internal Auditors – Australia, conducted research with chief audit executives from over 150 organizations exploring how organizations enable their internal audit function to advance good corporate governance. The research found a significant number of internal audit functions lack the appropriate framework to operate independently and objectively; an excessive level of influence is exercised by executive management over audit committee activities and the oversight and management of the internal audit function; and the majority of internal audit functions are unable to demonstrate compliance with the International Standards for the Professional Practice of Internal Auditing.
Auditing Executive Compensation: Carpe Diem, Internal Auditors
Intensity around the topic of executive compensation has increased in recent years. Shareholders are calling for honest and forthright "transparency" related to executive compensation. In this article, Parveen Gupta, from Lehigh University, discusses preserving the integrity of executive compensation through compensation audits. Gupta describes four key dimensions to executive compensation audits.
Building a Compliance Program in Higher Education Institutions Without Compliance Officers
Since the governance structure in higher education is often decentralized, with no central person or program overseeing compliance, it can be difficult to know who is responsible for ensuring compliance for all the disparate areas throughout the university. This is an excellent rationale for the IA function to drive the establishment of an institutional compliance program. This article outlines a five-step process.
Corporate Governance: A Primer, The Present & Some Predictions
Given the events and headlines of recent years it would be easy to assume that corporate governance is a relatively modern concept. Or is it? In this article, Protiviti’s Bob Hirth examines trends in corporate governance and the opportunities it presents for internal audit, especially related to enterprise risk management (ERM). Hirth also addresses the looming ERM questions of how to get started and where to begin.
Exclusive Report: Perks Still Common, Despite Economy
A Compliance Week study of CEO perks reveals that Corporate America hasn’t curbed its urge to splurge very much, despite the bad economy. Given the tendency to link excessive pay to the financial crisis, "perks will be perceived even less favorably," says Deborah Lifshey of consulting firm Pearl Meyer & Partners. A spreadsheet of perks at S&P 500 companies is inside.
Delivering risk and compliance management for Stanford University
Founded in 1891 and located in Palo Alto, California, Stanford University is one of the leading research and teaching institutions in the United States. In this profile, Rick Moyer, the executive director of internal audit and institutional compliance, explains the leading role Stanford University takes in terms of corporate governance initiatives. Moyer describes the university as "leading-edge" in this area – the institution often adheres to governance standards "even when they don’t fully apply," which is an expectation set by its board of directors.
IT Governance Frameworks Help Align Business and IT Interests and Objectives
In order for the CIO and his/her IT organization to move forward in today’s challenging environment, IT governance is a must. Strong governance helps define and implement IT strategies, business strategies, and set priorities. In this article, Protiviti’s Przemek Tomczak provides readers with a framework for designing a successful IT governance program.
National Australia Bank’s diverse audit team has a four-part vision for the future
As an organisation, National Australia Bank Group has a statement of corporate principles, which outline the way the group conducts business with both external customers and colleagues. In this profile, Alastair Pearce, chief audit officer, discusses the audit team’s four-part vision – trust, connecting, provoking, and famous. Pearce also describes the "three lines of defence" model, which is used by many organisations in Australia, the United Kingdom and New Zealand for corporate governance compliance.
The NYSE Internal Audit Requirement
This section of Protiviti's "Guide to Internal Audit" addresses common questions concerning the New York Stock Exchange (NYSE) requirement that listed companies have an internal audit function. Some topics covered are: What do the NYSE rules require? Does the rule require a written internal audit charter? And, does the NYSE rule require that The IIA Standards be followed?
Partnering for Business Excellence: Internal Audit Services at RBC
Royal Bank of Canada and its subsidiaries operate under the master brand name, RBC Financial Group (RBC). RBC is Canada’s largest bank and one of North America’s leading diversified financial services companies. Francine Blackburn has been the bank’s executive vice president and chief internal auditor for seven years. Laura Simeoni, who has been a professional development consultant for approximately 20 years, has been director of professional audit standards at the bank for two years. In this profile Blackburn and Simeoni discuss the internal audit group’s mission and purpose, corporate governance compliance, performance measurement, and their continuous auditing approach.
Report: Good Compliance Effort Counts for Little
A new study of enforcement actions finds little evidence to support the idea that effective compliance programs help companies carry favor when under investigation. Joseph Murphy, of the Society of Corporate Compliance and Ethics, calls the report "spot on" and says the government isn’t doing enough to promote strong ethics and compliance programs.
Regulatory Compliance Management - Survey of Practices in the Australian Utilities Sector
This article presents the results of a survey of major utility businesses in Australia. Survey participants were asked a range of questions on a variety of topics, including: the regulatory environment, policy and procedure frameworks for managing compliance, organizational structure, oversight arrangements relating to compliance, and IT systems that support effective compliance.
SEC Commissioner Weighs In on Expanded Disclosure of the Effects of Compensation on Short-Term Risk Taking
On Wednesday, June 10, 2009, SEC Chair Mary Schapiro commented on executive compensation disclosures in a statement issued by the Commission. In her remarks, she noted that the SEC is "actively considering a package of new proxy disclosure rules that will provide further sunshine on compensation decisions." These rules would require companies, among other things, to disclose how the issuer – and its board – manages risk and analyze how their compensation practices impact risk-taking and the implications for long term corporate health of the behaviorial outcomes of those compensation practices. This Flash Report reports further on Commissioner Schapiro’s remarks.
SEC Proposes New Proxy Disclosures and Solicitation Enhancements
On July 10, 2009, the Securities and Exchange Commission (SEC) issued for public comment a proposed rule, Proxy Disclosures and Solicitation Enhancements. This proposal includes amendments to the Commission’s rules aimed at enhancing disclosures pertaining to compensation and corporate governance matters. These disclosure requirements are intended to improve the quality of certain disclosures included in proxy statements. Comments on this proposal are due on September 15, 2009. Additional details are discussed in this Flash Report.
Seeing possibilities: The journey of ERM at Panasonic
Panasonic was founded by Konosuke Matsushita as Matsushita Electric Industrial Co., Ltd in 1918. Today, Panasonic is one of the largest electronic product manufacturers in the world. In this profile, Yuki Miyazaki, general manager of Panasonic’s corporate risk management office, attributes the company’s ERM success to the founder’s philosophy. Miyazaki also describes the four primary benefits to Panasonic’s ERM approach.
Should Your Board Have A Compliance Committee?
In the current regulatory environment where corporate governance is on everyone’s mind, some companies are deciding that they might benefit from more focused attention to compliance issues. These companies are forming board-level committees that are primarily and solely charged with overseeing compliance and legal matters. This column explores the relationship between compliance and corporate governance, the reasons for establishing a board-level compliance committee, the mandate and membership of such a committee, some challenges that a compliance committee may face and the potential benefit to a company of having a board-level compliance committee.
Technology Investment: Achieving Balance Between Business Requirements and Regulatory Compliance
Today, with most enterprises having achieved initial compliance, the effort is shifting toward a critical phase: Companies now strive to maintain ongoing compliance while working to drive down cost and improve overall business performance. The effective CIO must now strive to balance aspects of IT growth, business alignment, risk mitigation, operational efficiency and compliance.
AICPA Audit Committee Effectiveness Center
Toolkits, guidance and resources for Audit Committee provided by the AICPA to help make audit committee best practices actionable.
Commonwealth Association for Corporate Governance (CACG)
The CACG was established in April 1998 in response to the Edinburgh Declaration of the Commonwealth Heads of Government meeting in 1997 to promote excellence in corporate governance in the Commonwealth.
Conference Board
The Conference Board creates and disseminates knowledge about management and the marketplace to help businesses strengthen their performance and better serve society. Research articles on the site represent a variety of topics including corporate governance, corporate citizenship, and mergers and acquisitions. Members can also join councils and working groups that address board issues globally.
Corporate Board Member
Board Member is a magazine written for directors of public companies. Current editions, and archives of past issues, are available online. Audit committee matters, and matters of other board committees, are frequently addressed. There is also a resource center with articles and publications for risk management and for audit committees.
Corporate Governance Certificate
Corporate Governance Online offers a certificate in Corporate Governance. The Program contains over 40 streaming video presentations designed to cover all of the major issues of importance in the area of corporate governance today, presented by 25 knowledge experts and industry leaders. The video presentations consist of lectures, round table discussions, interviews and situational role-plays. The program provides in depth analysis on Board, Audit Committee, Financial Reporting, Legal Issues and much more. You can complete the program on your own schedule - viewing classes anywhere you have an Internet connection.
European Corporate Governance Institute (ECGI)
The ECGI has been established to improve corporate governance through fostering independent scientific research and related activities. The ECGI provides a forum for debate and dialogue between academics, legislators, and practitioners, focusing on major corporate governance issues and thereby promoting best practice.
International Corporate Governance Network (ICGN)
The purpose of ICGN is to examine corporate governance principles and practices; develop and encourage adherence to corporate governance standards and guidelines; and generally promote good corporate governance.
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