Part 1 Section E.1. Governance, Risk, and Compliance ガバナンス、リスク、コンプライアンス


  • 内部統制の目的
    • to prevent something from going wrong 不正行為の防止
    • to set up to assist the organization in the achievement of its objectives 組織目的の達成の手助け
      • effectiveness
      • efficiency
  • 内部統制の要素
    • the segregation of duties
    • the elements that make up the components of internal control
  • 内部統制システムのメリット
    1. Lower external audit costs.
    2. Better control over the assets of the company.
    3. Reliable information for use in decision-making.

Corporate Governance コーポレートガバナンス

  1. What is Corporate Governance?
    • all of the means by which business are directed and controlled, including the rules, regulations, processes, policies, institutions and laws that affect the way the business is administered.
    • the rules and proceduresto be followed in making decisions of the corporation
    • the joint responsibility of the board of directors and management
    • to specify the distribution of rights and responsibilities among the various parties with conflicting priorities and concerns
  2. Why is Corporate Governance important?
    • エンロン、ワールドコム、AIGなど、過去の不祥事のため
  3. How is Corporate Governance related to other concepts?
    • The board of directors and management are responsible for developing and implementing business strategies.
    • In setting business strategies, the board an executive management must consider risk.
    • In order to consider risk, the company must have an effective process for identifying, assessing and managing risk.
    • In order to have an effective risk management process, the company must have an effective internal control system, because an effective internal control system is necessary in order to communicate and manage risk.

Principle of Good Governance

1) Board Purpose

2) Board Responsibilities

3) Interaction

4) Independence

5) Expertise and Integrity

6) Leadership

7) Committees

8) Meetings and Information

9) Internal Audit

10) Compensation

11) Disclosure

12) Proxy Access

13) Evaluation

“21st Century Governance Principles for U.S. public Companies” in 2007

Internal Control 内部統制

Transaction Control Objectives

  • Authorization
  • Completeness
  • Accuracy
  • Validity
  • Physical safeguards and security
  • Error handling
  • Segregation of duties

Type of Transaction Control Activities

  • Authorization and approvals
  • Verification
  • Physical controls
  • Controls over standing data
  • Reconciliations
  • Supervisory controls

Legislative Initiatives About Internal Control

  • the major internal control provisions of the Foreign Corrupt Practices Act (FCPA).
  • the major internal provisions of the Sarbanes-Oxley Act (Sections 201, 203, 204, 302, 404, and 407).
  • the role of the Public Company Accounting Oversight Board (PCAOB)in providing guidance on the auditing of internal controls.
  • the PCAOB-preferred approach to auditing internal controls as outlined in Auditing Standard #5.

External Auditors’ Responsibilities and Reports

●Financial Statement Opinion

Unqualified Opinion
Qualified Opinion限定付適正意見
Adverse Opinion不適正意見
Disclaimer of Opinion意見不表明