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What are the the rules on corporate governance
Accounting a literature review on internal controls
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For the best part of a decade Parmalat SpA, an Italian multinational dairy and food group committed and got away with one of the most sophisticated and largest acts of fraudulent accounting in recent history. They carried out a number of fraudulent practices designed to mislead and create a false image that the company was financially healthy. Some of their most prominent practices are identified below. 1. Forged bank accounts Management stated there were bank assets that did not, in fact, exist. They did so through creating complex transactions using offshore subsidiaries (specifically subsidiaries registered in the Cayman Islands). ‘magistrates claim that four times a year Parmalat was operating a crude, but effective, system for forging …show more content…
If they agree that the financial statements are correctly presented they give an unqualified audit opinion. To do this the auditor should ensure that the company operates an appropriate system of internal control and operates good corporate governance structures. The auditors should independently verify the existence, ownership and valuation of assets and ascertain the existence of liabilities. The main role in relation to fraud prevention is the operation of appropriate systems of internal controls, with proper segregation of duties and good corporate governance (this reflects the culture and practices of the organisation). The auditor has to assess and report on the adequacy of these systems of internal controls and segregation of duties. This gives confidence to the users of the financial statements of how the organisation operates on a daily basis. Auditors are in a way act as eyes and ears for users of financial statements into an organisation. They offer both an insight into an organisation and are supposed to act as protector of the law ensuring proper accounting standards …show more content…
It sets out to consolidate Ireland’s current Companies Acts and step up the emphasis on personal responsibility in corporate governance. Such reform is being welcomed as it looks to modernise certain areas of Irish company law that have in recent years been seen to fall behind those of our U.K. neighbours with whom our company law has been closely correlated. Amongst other things the Bill sets out to radically reform the area of personal responsibility in corporate governance. It sets out increased duties, responsibilities and introduces an increased level of personal liability for directors in relation to good corporate governance with a particular focus on larger companies. The Companies Bill 2012 is the largest in the history of the state and makes multiple reforms to deter the incident of fraud. Below I will outline two of what I feel are the most significant reforms proposed by the bill. 1. Reform to the current landscape of directors
By deliberately falsification of their financial statements, by Martin Grass, Brown and Bergonzi. Among other things like:
Madura, Jeff. What Every Investor Needs to Know About Accounting Fraud. New York: McGraw-Hill, 2004. 1-156
The audit committee a part of the board of directors plays an important role in preventing fraud. They are directly responsible for overseeing the work of any public accounting firm, such as PwC, employed by the company. They also must preapprove all audit services provided by the auditors.
Bibliography: Turnbull, S. (1997). Corporate governance: its scope, concerns and theories. Corporate Governance: An International Review, 5 (4), pp. 180--205.
According to Corporation Act 2001 s124(1), it illustrates that ‘’A company has the legal capacity and powers of an individual both in and outside the jurisdiction” . As it were, company as a legal individual must be freely with all its capital contribution shall embrace liability for its legal actions and obligations of the company’s shareholders is limited to its investment to the company. This ‘separate legal entity’ principle was established in the case of Salomon v Salomon & Co Ltd [1987] as company was held to have conducted the business as a legal person and separate from its members. It demonstrated that the debt of company is belonged to the company but not to the shareholders. Shareholders have only right to participate in managing but not in sharing the company property. Besides ,the Macaura v Northern Assurance Co Ltd [1925] demonstrates that the distinction between the shareholders and company assets. It means that even Mr Macaura owned almost all the shares in the company, he had no insurable interest in the company’s asset. The other recent case is the Lee v Lee’s Air Farming Ltd [1961] which illustrates that the distinct legal entities between employee ad director allows Mr.Lee function in dual capacities. It resulted that the corporation can contract with the controlling member of the corporation.
Dunlap had used manipulative accounting techniques to report a profitable of Sunbeam’s financial result. According to SEC Finding, the manipulative accounting techniques are used as following...
Solomon, J (2013). Corporate Governance and Accountability. 4th ed. Sussex: John Wiley & Sons Ltd. p.7, p9, p10, p15, p58, p60, p253.
The concept of limited liability promotes recklessness and irresponsible risk taking. The argument for the return of unlimited liability is also an argument for separate legal personality to be taken less seriously. It is believed that, should it happen, would “eradicate the problem of corporate irresponsibility and unaccountability by identifying corporations more closely with their shareholders, encouraging a shift towards the older concept of ‘the company’ as an aggregation of
Accounting ethics has been difficult to control as accountants and auditors must keep in mind the interest of the public while that they remain employed by the company they are auditing. The accountants should take into account how to best apply accounting standards when company faces issues related financial loss. The role of accountant is crucial to society. They serve as financial reporters to owe their primary constraint to public interest. The information provided is critical in aiding managers, investors and others in making crucial economic decisions. An accountant is responsible for any fraudulent financial reporting. Some examples of fraudulent reporting are:
As a consequence of the separate legal entity and limited liability doctrines within the UK’s unitary based system, company law had to develop responses to the ‘agency costs’ that arose. The central response is directors’ duties; these are owed by the directors to the company and operate as a counterbalance to the vast scope of powers given to the board. The benefit of the unitary board system is reflected in the efficiency gains it brings, however the disadvantage is clear, the directors may act to further their own interests to the detriment of the company. It is evident within executive remuneration that directors are placed in a stark conflict of interest position in that they may disproportionately reward themselves. The counterbalance to this concern is S175 Companies Act 2006 (CA 2006) this acts to prevent certain conflicts arising and punishes directors who find themselves in this position. Furthermore, there are specific provisions within the CA 2006 that empower third parties such as shareholders to influence directors’ remuneration.
Salomon v Salomon was and still is a landmark case. By confirming the legitimacy of Mr Salomon's company the House of Lords put forward the concept of separate corporate personality and limited liability. Inextricably linked with this ratio is an acknowledgement of the importance of certainty within the law, thus separate corporate personality becomes a concrete principle to which the law must adhere. Salomon v Salomon is followed in subsequent cases, notably Macaura v Northern Assurance Co.[3] and Lee v Lee's Air Farming Ltd[4]. These cases highlight the reality of the separate corporate identity and take it a step further in stressing the distinction between a company's identity and that of its shareholders.
In company law, registered companies are complicated with the concepts of separate legal personality as the courts do not have a definite rule on when to lift the corporate veil. The concept of ‘Separate legal personality’ is created under the Companies Act 1862 and the significance of this concept is being recognized in the Companies Act 2006 nowadays. In order to avoid personal liability, it assures that individuals are sanctioned to incorporate companies to separate their business and personal affairs. The ‘separate legal personality’ principle was further reaffirmed in the courts through the decision of Salomon v Salomon & Co Ltd. , and it sets the rock in which our company law rests which stated that the legal entity distinct from its
The Principle of Separate Corporate Personality The principle of separate corporate personality has been firmly established in the common law since the decision in the case of Salomon v Salomon & Co Ltd[1], whereby a corporation has a separate legal personality, rights and obligations totally distinct from those of its shareholders. Legislation and courts nevertheless sometimes "pierce the corporate veil" so as to hold the shareholders personally liable for the liabilities of the corporation. Courts may also "lift the corporate veil", in the conflict of laws in order to determine who actually controls the corporation, and thus to ascertain the corporation's true contacts, and closest and most real connection. Throughout the course of this assignment I will begin by explaining the concept of legal personality and describe the veil of incorporation. I will give examples of when the veil of incorporation can be lifted by the courts and statuary provisions such as s.24 CA 1985 and incorporate the varying views of judges as to when the veil can be lifted.
The fundamental duty of an external financial auditor is to form and express an opinion on whether the reporting entity’s financial statements are prepared in accordance with the relevant financial reporting framework. In discharging this duty, the auditor must exercise “reasonable skill, care and caution” (Lopes, J. in Kingston Cotton Mill Co 1896) as reflected in current legal and professional requirements.
The office of the Director of Corporate Enforcement (ODCE, 2015), Ireland defines Corporate Governance as “the system, principles and process by which organisations are directed and controlled. The principles underlying corporate governance are based on conducting the business with integrity and fairness, being transparent with regard to all transactions, making all the necessary disclosures and decisions and complying with all the laws of the land”. It is the system for protecting and advancing the shareholder’s interest by setting strategic direction for the firm and achieving them by electing and monitoring the capable management (Solomon, 2010). It is the process of protecting the stakes of various parties that have their interest attached with a company (Fernando, 2009). Corporate governance is the procedure through which the management of the company is achieving the goals of various stake holders (Becht, Macro, Patrick and Alisa,