Discussion Questions

Discussion Questions
1. In your own words, briefly explain the concepts of value creation and value
protection.
The value creation goal of corporate governance focuses on shareholder value
creation and enhancement through the development of long-term strategies to
ensure sustainable and enduring operational performance. The value protection
goal of corporate governance concentrates on the accountability of the way a
company is managed and monitored to protect the interests of shareholders and
other stakeholders. These two concepts should be considered within every
company.
2. Has Sarbanes-Oxley thus far had a positive, negative, or neutral effect on public
companies? Defend your answer.
The Sarbanes-Oxley Act has had an overall positive effect on public companies.
Within the areas of financial reporting and corporate accountability, SOX has
encouraged management to effectively formulate and implement a strong system
of internal control and financial reporting such that errors and fraud are materially
prevented, detected, and corrected. SOX has increased the cost of compliance
with federal regulations, particularly with Section 404, but these costs are
outweighed by the benefits of robust financial reporting, increased scrutiny of
managements dealings within the organization, and increased investor
confidence. Additionally, measures are being taken to decrease the costs of SOX,
such as proposed Auditing Standard No. 5 by the PCAOB.
3. Discuss the following quote from Lori A. Richards, the SECs Director of the
Office of Compliance Inspections and Examinations:
Its not enough to have policies. Its not enough to have procedures.
Its not enough to have good intentions. All of these can help. But to be
successful, compliance must be an embedded part of your firms
culture.
In addition to policies and procedures designed to promote effective corporate
governance, organizations must create and reinforce a consistent, positive
corporate culture which complements such measures. Members of the
organization, starting with the executives, must lead by example in their efforts to
encourage others to comply with applicable policies and procedures. The norms
and values embraced by the organization as its corporate culture should be
consistent with its policies and procedures; otherwise behavior inconsistent with
those policies and procedures will result. Compliance just for the sake of
compliance and the development of a check box mentality is not enough.
Corporations should create an ethical culture that encourages all corporate
governance participants including directors, officers, auditors, financial advisors,
employees, and others to do the right thing and understand that this is vital to the
companys sustainable financial performance.
4. What are the benefits of an MBL approach?
MBL reporting forces organizations to consider the effects of many aspects of
their operations in addition to financial reporting, such as environmental, social,
ethical, and governance performance. Since the effects of organizations in these
areas can be significant, many stakeholders benefit from the fact that MBL
1
reporting makes organizations accountable for the effects of their operations in
many different areas.
5. Who are first-tier, second-tier, and third-tier stakeholders, and why are they
significant to the organization?
The first tier of stakeholder hierarchy consists of investors or shareholders who
own the company. Shareholders are the primary stakeholderswithout them the
company would not exist. Many argue that the primary purpose and responsibility
of the company is to maximize shareholder wealth by creating sustainable and
enduring shareholder value. Thus, the companys corporate governance structure
should reduce the agency costs raised from the separation of ownership and
control by aligning the interests of management with those of the shareholders.
Lenders and creditors are considered as the second-tier stakeholders in the
company. Debtholders may have significant power in situations in which the
organization is funded largely by debt. The third tier of stakeholders consists of
employees, suppliers, governments, customers, and society. This tier should be
important to the organization, as the collective actions of such a large base of
stakeholders could significantly affect the organization.
6. What is the significance of quality financial statements and other financial
reporting information?
Financial statements are a vital source of information to the capital markets and
their participants. The quality of investment and voting decisions by investors
depends on the accuracy, completeness, and reliability of financial information
disseminated to them by public companies. Thus, high-quality financial
information improves investor decisions and in turn the efficiency, liquidity, and
safety of the capital markets, which may result in prosperity and economic growth
for the nation. Therefore, quality financial statements and other financial reporting
information is important to the strength of capital markets.
7. What are the responsibilities of corporate governance gatekeepers?
The board of directors is charged with overseeing managements strategy and
performance. The external auditor is responsible for providing a high level of
assurance regarding the reliability, quality, and transparency of the financial
reports of public companies. Legal counsel is charged with providing legal advice
and ensuring more than mere technical compliance with applicable laws,
regulations, rules, and standards. The financial advisors and investment bankers
are responsible for advising company management and the board in conducting
legitimate business affairs and transactions that have a valid economic purpose.
All gatekeepers must be competent in order to be effective in promoting strong
corporate governance.
8. What should the board of directors do to promote a positive corporate culture?
2
The engaged board of directors can significantly influence the corporate culture
by: (1) setting an appropriate tone at the top, promoting personal integrity and
professional accountability; (2) rewarding high-quality and ethical performance;
(3) disciplining poor performance and unethical behavior; and (4) maintaining the
companys high reputation and stature in the industry and the business
community. By taking these actions, the board of directors helps to promote a
culture within the organization that is consistent with corporate governance
objectives.
9. Will compliance with applicable laws, rules, and regulations ensure effective
corporate governance? Explain your answer.
Mere compliance with applicable laws, rules, and regulations will not guarantee
effective corporate governance, since those measures cannot change the culture
within an organization. Thus, companies should integrate the best practices
suggested by investor activists and professional organizations into their corporate
governance structure. Effective corporate governance can only be achieved when
all participants: (1) add value to the companys sustainable long-term
performance; (2) effectively carry out their fiduciary duty and professional
responsibilities; (3) are held accountable and personally responsible for their
performance; and (4) develop a practice of not only complying with applicable
regulations, but also committing to doing the right thing, observing ethical
principles of professional conduct in avoiding potential conflicts of interest, and
acting in the best interests of the company and its shareholders.
10. What are some reasons for integrating corporate governance and business ethics
education into the business curriculum?
The following are reasons for integrating corporate governance and business
education into the business curriculum: (1) reported financial scandals (e.g.,
Enron, WorldCom, Global Crossing, Adelphia, Qwest) underscore the importance
of vigilant corporate governance and ethical conduct by corporations; (2) the
Sarbanes-Oxley Act of 2002 (SOX) is intended to improve corporate governance
by enforcing more accountability for public companies and requiring adoption of
a code of ethics for their executives; (3) anecdotal evidence and academic studies
suggest that corporate governance and business ethics are not properly integrated
into business education, and coverage of these issues should be increased;
(4) teaching and research in corporate governance and business ethics have been
strongly recommended and encouraged; (5) there is an inventory of support
materials for teaching business ethics and corporate governance in the post-Enron
era. There are sufficient resources (textbooks such as this book, published articles,
Internet Web sites, videos) to offer a stand-alone course or integrate business
ethics and corporate governance modules throughout accounting courses; (6) it is
easier to obtain administrative support to offer business ethics and corporate
governance courses in the post-SOX era; (7) several business schools have
developed innovative strategies for engaging students in the challenge of
providing ethical leadership by focusing on both positive and negative examples
of everyday conduct in business; (8) there is an increasing trend toward
incorporation of business ethics and corporate governance education into the
business curriculum worldwide; (9) accounting programs should integrate
3
provisions of SOX on corporate governance, financial reporting, and audit
functions into the curriculum; (10) corporate governance has evolved from
compliance requirements to a business imperative; (11) the National Association
of State Boards of Accounting (NASBA), in its Exposure Draft of Uniform
Accounting Rules 5-1 and 5-2 regarding NASBA 150-hour education, emphasized
the need for six semester credit hours in ethical and professional responsibilities;
and (12) the Association to Advance Collegiate Schools of Business International
(AACSB) has promoted the integration of business ethics and corporate
governance into the business curriculum.
11. As noted in the text, corporate governance has no universally accepted
definition. Define corporate governance and explain your definition.
Within a dispersed ownership structure, corporate governance is a process
affected by legal, regulatory, contractual, and market-based mechanisms and best
practices to create substantial shareholder value while protecting the interests of
other shareholders. In a capital structure where there is a concentrated ownership
and a small group of shareholders can exercise ownership control, corporate
governance should ensure alignment of the interests of controlling shareholders
with those of minority or individual shareholders.
12. The following is a list of eight entities and conventional systems that shape
corporate governance. Provide examples of how or what they have done.
a. Federal legislation
Rules and regulations set forth by Congress provide guidance as to the operation
of corporate governance in publicly traded companies. An example would be the
Sarbanes-Oxley Act of 2002, which dramatically affected corporate governance
guidelines both in the United States and around the world.
b. State statutes
State statutes affect the way public organizations execute corporate governance
within a particular state. In conjunction with federal guidelines, state statutes can
provide additional guidance on corporate governance through corporate charters.
c. SEC regulation
The SEC rules and regulations provide guidance for publicly traded companies in
corporate governance. The SEC, in conjunction with the Public Company
Accounting Oversight Board (PCAOB), provides these guidelines to increase the
effectiveness of corporate governance.
d. The courts
The courts may at times set legal precedents through the interpretation of those
rules and regulations set forth by Congress, the SEC, and the PCAOB. These
courts, in effect, give publicly traded companies guidance on how to adhere to
corporate governance rules and regulations.
e. Listing standards
Listing standards of national stock exchanges also provide guidance on corporate
governance for organizations attempting to list on those exchanges. Often, an
organization must adhere to certain corporate governance guidelines set forth by
the stock exchange before the organization would be eligible to list on that
exchange.
f. Investor activists
4
Investor activists fight for investor rights and serve as watchdogs to ensure that
organizations are protecting those rights. Investor activists may push certain
corporate governance practices in order to increase the quality of corporate
governance within an organization.
g. Investors
Investors, like investor activists, may aid in monitoring the operations of a
company. And similar to investor activists, investors may push certain corporate
governance practices in order to increase the quality of corporate governance
within an organization.
h. Other corporate governance participants
Other corporate governance participants, such as corporate governance
gatekeepers, may aid in monitoring the corporate governance practices within an
organization. These participants may aid the others in influencing many aspects of
corporate governance within different organizational settings.
13. The book mentions many examples of the give-take relationship between
corporations and society. What are some other examples of the
corporation/society relationship? Provide a minimum of three examples.
One example of this relationship could be found in a manufacturing plant
environment in which the manufacturing process is such that hazardous emissions
are released into the atmosphere. The corporation is able to supply jobs for those
in the area, but they may have to live close to the plant and be subject to harmful
emissions. Another example can be found in the pricing policy of many
corporations. Corporations may need to price a certain product high enough to
cover costs, but this price may make the product unavailable to those who need it
most. Should the corporation decrease its price, it could become insolvent. Should
it maintain its price, those who need the product most may have to do without it.
Yet another example of the give-take relationship between corporations and
society is the compensation policy of management within an organization. Such
compensation should be high enough to attract highly qualified individuals, but
should not be so exorbitant that it becomes a detriment to the shareholders of the
organization.
14. Discuss the significance and importance of investors (shareholders) as the first
tier of the stakeholder hierarchy.
Shareholders are the primary stakeholders; without them the company would not
exist. Many argue that the primary purpose of the company is to maximize
shareholder wealth. Thus, the companys corporate governance structure should
reduce the agency costs raised from the separation of ownership and control by
aligning the interests of management with those of shareholders. Shareholders
provide capital to the company in return for sustainable return on their investment
in terms of periodic dividends and stock price appreciations. Payment of
dividends reduces the amount of discretionary funds available to management
and, thus, can be used as a deterrent to opportunistic managerial behavior and as a
vehicle for controlling management actions. Shareholders participate and shape
the companys corporate governance structure by exercising their voting rights to
elect the members of the board of directors who are directly responsible to protect
5
their interests and are ultimately accountable to them for the companys business
affairs.
True/False
1. Investors are taking a more active role in their financial future through private
investments in the securities markets.
2. The involvement of the board of directors, audit committee, management, and
auditors is considered a value-adding function.
3. Investors should not and do not rely on financial reports for decision making
purposes.
4. The board of directors is elected by shareholders and is responsible for hiring the
appropriate management to operate the daily company operations.
5. Recent accounting scandals helped to boost the publics confidence and trust in
financial disclosures presented in financial reports.
6. A corporate gatekeeper is assigned to ensure that only authorized individuals are
allowed in the corporate offices.
7. Companies with a well-defined corporate governance structure are more likely to
restate their earnings than companies with no corporate governance structure.
8. Corporate governance has one worldwide accepted definition, To promote corporate
fairness, transparency, and accountability.
9. Market correction mechanisms are preventive measures initiated prior to abuse and
loss.
10. Corporate governance regulations will continue to be a leading discussion among
policy makers, stakeholders, and corporate activists even as changes are made.
11. Sarbanes-Oxley applies to both public and private companies with annual revenues
$10 million or greater.
12. Integrity in the equity market and restored investor confidence are both primary
purposes of the Sarbanes-Oxley Act.
13. Compliance is compliance and a company does not need to establish a compliant
culture from the top down.
14. Financial markets play an important role in creating safe, efficient, and the most
competitive capital markets to ensure economic growth, low costs of capital,
entrepreneurship, innovation, and job creation.
15. The preservation of the integrity, reputation, and efficiency of the capital markets is
not the responsibility of all capital market participants.
16. The free enterprise system in the United States is characterized by a dispersed capital
ownership structure.
17. Recent reported financial scandals prove that market mechanisms by themselves may
not be adequate to monitor, control, and discipline business affairs, and corporate
governance reforms are needed to correct the perceived failures of market
mechanisms.
18. The improvement in public trust and investor confidence in corporate America, its
financial reports, and capital markets is of no concern or priority to public companies.
19. Shareholders who invest capital in U.S. companies are often close by distance or
knowledge to those managing corporations.
6
20. Corporations in the United States are viewed as creators of value for all concerned
stakeholders.
21. All stakeholders are provided with incentives and opportunities to reward
corporations for good performance and discipline them for poor performance.
22. The first tier of stakeholder hierarchy is investors or shareholders who own the
company.
23. The extent to which an organization derives its funding from equity or debt does not
significantly affect the business decisions of the company.
24. The sustainability and financial health of public companies, public trust, and investor
confidence in financial reports play a crucial role in the integrity and efficiency of the
capital markets and the economic growth and prosperity of the nation.
25. Reliability, accuracy, and transparency of financial information do not play a vital
role in the efficiency, integrity, and safety of the capital markets.
26. The primary role of all corporate governance participants, as defined in this book,
should center around the fundamental theme of protecting shareholders, restoring
investor confidence, and supporting strong and efficient capital markets.
27. A compliance culture requires the establishment and implementation of proper
programs, policies, and procedures to effectively comply with applicable regulations,
laws, rules, standards, and best practices.
28. Companies that are well governed will usually outperform poorly governed
companies and will be able to attract investors to help finance further growth.
29. Shareholders are a type of stakeholder.
30. The board of directors is held personally liable for all damages caused by decisions
that resulted in unsuccessful conclusions.
31. Corporations in the United States are viewed as destroyers of value for all concerned
stakeholders.
32. The relationship between corporations and society is contractual and is demonstrated
by a give/take scenario.
True/False
1. True
2. True
3. False
4. True
5. False
6. False
7. False
8. False
9. False
10. True
11. False
12. True
13. False
14. True
15. False
16. True
7
17. True
18. False
19. False
20. True
21. True
22. True
23. False
24. True
25. False
26. True
27. True
28. True
29. True
30. False
31. False
32. True
Multiple Choice
1. Which of the following is not crucial to the integrity and efficiency of capital
markets and economic growth?
a. Sustainability and financial health of public companies.
b. Public trust.
c. High stock prices.
d. Investor confidence.
2. Investors should rely on which of the following to make rational, informed
investment decisions?
a. Accurate financial statements and reports.
b. Former employees.
c. Internet blogs and message boards.
d. Insider information.
3. PCAOB stands for:
a. Popular Company Accounting Oversight Board.
b. Public Company Accounting Oversight Board.
c. Public Company Accounting Oversight Bulletin.
d. Popular Company Accounting Oversight Bulletin.
4. Conflicts of interest among corporate governance participants are referred to
as an:
a. Anything you can do, I can do better problem.
b. Alignment problem.
c. Agency problem.
d. There are no conflicts of interest among corporate governance participants.
5. The primary mission of a public company is to:
a. Make money now without planning for the future.
b. Keep management happy.
c. Create sustainable and enduring corporate value.
d. Remain idle and complacent with current performance.
8
6. Public companies are required to comply with all of the following except:
a. Federal and state laws and regulations.
b. Listing standards of their respective exchange.
c. Best practices of leading competitors.
d. All of the above require compliance.
7. Which of the following would be an example of a corporate gatekeeper?
a. Independent and competent board of directors.
b. Independent and competent external auditor.
c. Objective and competent legal counsel or financial advisor.
d. All of the above would be an example of a corporate gatekeeper.
8. The improvement of corporate governance and financial reporting by SOX
should add the following benefits except:
a. Improved investor confidence.
b. Increased firm value.
c. Decreased cost of capital.
d. Increased audit fees.
9. The Federal Sentencing Guidelines require:
a. Swift and harsh penalties.
b. Compliance and ethics training.
c. Companies to eliminate incentives for ethical performance.
d. Martha Stewart treatment for all financial statement frauds.
10. The elements of a multiple bottom line (MBL) approach are economic, social,
ethical, and:
a. Equity.
b. Environmental.
c. Eccentricity.
d. None of the above.
11. A compliance culture can be promoted through the establishment of a
centralized:
a. Chief executive officer.
b. Chief governance officer.
c. Chief compliance officer.
d. Board of directors.
12. Multiple-bottom-lines focus on:
a. Improving internal control over financial reporting.
b. Enhancing organizational disclosures concerned with social, environmental,
and ethical issues.
c. Creating and sustaining effective corporate structure.
d. Reporting on the many ventures in which the organization is involved.
13. Congress passed the Sarbanes-Oxley Act of 2002 to:
a. Enhance the burden of financial reporting.
b. Establish a new regime of investor protection.
c. Increase the workload of auditors of public companies.
d. Provide more protection to the managers of public companies.
9
14. Which of the following does not effectively characterize the post-SOX era:
a. A change in the regulatory framework for the auditing profession through the
establishment of the PCAOB.
b. The move toward more transparent and timely financial reports.
c. A redefining of roles and responsibilities of those who are directly or indirectly
involved in the financial reporting process.
d. The reduction of the importance and role of ethics within publicly traded
companies.
15. Suppliers and customers reward good corporate performance by:
a. Actively and favorably doing business with the company.
b. Investing in the company at the lower desired rate of return of investment.
c. Disinvesting or demanding a higher rate of return on their investment.
d. Giving extra benefits to the management of the company.
16. The primary mission of public companies is regarded as:
a. Reporting increasing revenues.
b. Decreasing unemployment rates.
c. Creating sustainable and enduring value.
d. Decreasing costs.
17. The primary stakeholders are:
a. Customers.
b. Suppliers.
c. Shareholders.
d. Creditors.
18. Shareholders own corporations and the ______________ is elected to make
business decisions on behalf of shareholders.
a. Chief executive officer.
b. Board of directors.
c. Chief compliance officer.
d. Legal counsel.
19. Which of the following are considered to be the second-tier stakeholders in the
company?
a. Lenders and creditors.
b. Customers and suppliers.
c. Shareholders.
d. Governmental oversight bodies (e.g., PCAOB, SEC).
20. Which of the following are not considered third-tier stakeholders?
a. Employees.
b. Customers.
c. Suppliers.
d. Creditors.
21. Which of the following is not a key corporate gatekeeper?
a. Board of directors.
b. External auditor.
c. Governmental oversight bodies (e.g., PCAOB, SEC).
d. Legal counsel.
10
22. Gatekeepers should:
a. Be employees of the company and use their internal insight to effectively monitor
corporate governance practices.
b. Accept the representations of management on full faith.
c. Be fully independent from the company.
d. Fulfill their professional responsibility to the management of the company.
23. Effective corporate governance does all of the following except:
a. Ensure corporate accountability.
b. Enhance the integrity and efficiency of the capital market.
c. Eliminate the prospect of fraud within an organization.
d. Enhance the reliability and quality of public financial information.
24. With the ___________ the primary goal is to achieve economic performance,
while proper consideration is given to other measures including social, ethical,
and environmental (SEE) issues.
a. Multiple bottom lines (MBL) objectives.
b. PCAOB Auditing Standards.
c. SEC Final Statements.
d. Generally Accepted Accounting Principles (GAAP).
25. The goal of corporate governance and business ethics education is to:
a. Teach students their professional accountability and to uphold their personal
integrity to society.
b. Change the way in which ethics is taught to students.
c. Create more ethics standards by which corporate professionals must operate.
d. Increase the workload for accounting students.
26. The relationship between public companies and shareholders, creditors,
auditors, etc. is:
a. Marital.
b. Contractual.
c. Legally nonbinding.
d. There is no relationship.
27. An advantage of a corporation is:
a. Limited liability for the owners.
b. Unlimited life of the corporation.
c. Ease of transferability of ownership interests.
d. All are advantages of a corporation.
28. The second tier of the stakeholder hierarchy consists of all of the following
except:
a. Creditors.
b. Employees.
c. Shareholders.
d. Suppliers.
29. GAAP stands for:
a. Generally Accepted Accounting Procedures.
b. Generally Abnormal Accounting Procedures.
c. Generally Accepted Accounting Principles.
d. Generally Abnormal Accounting Principles.
11
30. The ultimate responsibility for maintaining an appropriate balance between
management and the owners rests with:
a. Board of directors.
b. Managers.
c. Shareholders.
d. Regulating entities.
Multiple Choice
1. c.
2. a.
3. b.
4. c.
5. c.
6. c.
7. d.
8. d.
9. b.
10. b.
11. c.
12. b.
13. b.
14. d.
15. a.
16. c.
17. c.
18. b.
19. a.
20. d.
21. c.
22. c.
23. c.
24. a.
25. a.
26. b.
27. d.
28. c.
29. c.
30. a.
Chapter 2
Review Questions
1. What are the three legs of the corporate governance structure discussed in
Chapter 2?
Corporate governance aspects, corporate governance principles, and corporate
governance functions.
12
2. What is the underlying focus of the shareholder aspect of corporate governance?
Value creation for the shareholder through corporate governance effectiveness.
3. What types of managerial failures prevent management from acting in the best
interest of the shareholders?
Failure of managerial competence resulting from unintentional mistakes or
negligence in discharging fiduciary duties.
Failures of managerial integrity caused by willful or opportunistic behaviors
(fraudulent activities, fabrications, embezzlement, illegitimate earnings
management) that have detrimental effects on the value of the firms assets.
4. Value protection is the goal of which corporate governance aspect?
Stakeholder corporate governance aspect.
5. What is corporate governance resilience and how is it maintained?
Corporate governance resilience is the ability of a corporation to sustain and
recuperate from setbacks and abuses. It is maintained through the internal and
external mechanisms that the corporate governance structure of a company
implements to prevent, detect, and correct such setbacks and abuses.
6. What is corporate governance responsiveness?
Corporate governance responsiveness is the companys timely and appropriate
response to the concerns, requests, or desires of investors, customers, employees,
auditors, suppliers, social responsibility activists, and other stakeholders.
7. Explain corporate governance transparency.
Transparency is the notion that a company is openly and coherently disclosing to
the public relevant corporate information.
8. What are the seven essential corporate governance functions?
The seven essential corporate governance functions are oversight, managerial,
compliance, internal audit, advisory, external audit, and monitoring.
9. What are the roles and responsibilities of inside and outside directors?
Inside directors usually provide executive services considered to be important in
improving the companys financial performance, whereas outside directors
provide monitoring services, which are also important in aligning managements
interests with those of shareholders.
10. What items are likely to be recorded in a corporate governance report?
Corporate governance reporting ideally would include:
The companys vision, strategies, and missions in creating stakeholder value.
The board of directors composition, independence, involvements, functions,
and evaluation.
Financial, economic, social, and environmental indicators.
11. What is the basic cause of corporate agency problems?
The separation of control and ownership is the basic cause of corporate agency
problems.
1. What are the versions of corporate governance mechanisms? How are they
effective? How can they be ineffective?
Internal and external corporate governance mechanisms exist to aid and improve
13
corporate governance. Internal mechanisms are designed to manage, direct, and
monitor corporate activities in order to create sustainable and enduring
stakeholder value. Examples of internal governance mechanisms are the board of
directors, particularly independent directors, the audit committee, management,
internal controls, and internal audit functions. External governance mechanisms
are intended to monitor the companys activities, affairs, and performance to
ensure that the interests of insiders (management, directors, and officers) are
aligned with the interests of outsiders (shareholders and other stakeholders).
Examples of external mechanisms are the capital market, the market for corporate
control, and the labor market, as well as state and federal statutes, court decisions,
shareholder proposals, and best practices of investor activists. These mechanisms
may be helpful in aligning management incentives with shareholder interests, and
also controlling management behavior. Corporate governance mechanisms may
be ineffective in situations in which independence is removed, or in which
corporate governance participants fail to perform their duties.
2. Identify and define the three aspects of corporate governance.
The shareholder aspect of corporate governance is the concept that the
corporation exists for the benefit of shareholders, and therefore, emphasizes
shareholder value creation and enhancement as the primary objective of
corporations. The shareholder aspect of corporate governance is based on the
premise that shareholders provide capital to the corporation which exists for their
benefit. It supports the agency theory that fiduciary duties of corporate directors
and executives are to shareholders who have a residual claim on the companys
residual assets and cash flows. Shareholders (principals) provide capital to the
company, which is run by management (agent). The principal-agent problem
exists because corporations are separate entities from their ownersmanagement
needs physical capital (investment funds) and investors need skilled human
capital to run the company. The stakeholder aspect of corporate governance is the
premise that a companys success depends on the contributions of investors and
other key groups and how well it manages the relationships with those groups
which consist of shareholders, creditors, employees, supplies, customers, and
communities. The stakeholder model of corporate governance focuses on a
broader view of the company as a nexus of contracts among all corporate
governance participants with the common goal of creating value. The emerging
model concentrates on maximization for all stakeholders, including:
(1) contractual participants such as shareholders, creditors, suppliers, customers,
and employees; and (2) social constituents including the local community; society
and global partners; local, state, and federal governments; and environmental
matters. Under this view, public companies must be socially responsiblegood
citizens granted the use of the nations physical and human capital, managed in
the public interest. The integrated aspect of corporate governance focuses on both
shareholder value creation and enhancement and stakeholder value protection.
Modern corporate governance emphasizes both financial aspects of increasing
shareholder value and an integrated approach that considers the rights and
interests of all stakeholders. Corporate governance should be viewed as a dynamic
14
and integrated approach of addressing financial, social, environmental, and
economic concerns of all stakeholders.
3. What entities or groups of individuals are responsible for the oversight,
managerial, and monitoring functions, and what are their basic responsibilities
and duties?
The oversight function is the responsibility of the board of directors, which is
charged with the fiduciary duty of overseeing the managerial function in the best
interests of the company and its shareholders. The managerial function is the
responsibility of management, which is charged with the responsibility of running
the company and managing its resources, operations, and disclosures of relevant
and reliable financial and nonfinancial information. The monitoring function is
the responsibility of shareholders, particularly institutional shareholders, who are
empowered to elect and, if warranted, remove directors. Shareholders can
influence corporate governance through their proposals and nominations to the
board of directors. Shareholders elect directors, and directors appoint officers to
manage the company. Other stakeholders such as creditors, employees, financial
analysts, and investor activists can also affect corporate policies and practices.
4. Compare and contrast the internal and external audit functions.
The internal audit function provides both assurance and consulting services to the
company in the areas of operational efficiency, risk management, internal
controls, financial reporting, and governance processes. The external audit
function is performed by external auditors in expressing an opinion that financial
statements truly and fairly represent, in all material respects, the companys
financial position and the results of operations in conformity with GAAP. External
auditors lend credibility to the companys financial reports and thus add value to
its corporate governance through their integrated audit of both internal control
over financial reporting and financial statements. Both parties provide assurance
and both may aid in the audit of financial statements. However, external auditors
are independent and work to provide assurance to shareholders, while internal
auditors are not independent, and work to provide assurance to management.
5. The text notes that corporate governance reforms have reduced many potential
conflicts of interest among corporate governance participants including
directors, management, auditors, financial analysts, corporate counsel, and
investors. What conflicts of interest are possible among these groups?
Conflicts of interests may arise among directors, management, auditors, financial
analysts, corporate counsel, and investors in instances in which personal goals of
such participants are at odds with those of others. For example, conflicts of
interest may arise among management and shareholders or the board of directors
as to the operation of the organization. Also, management may experience conflict
with corporate gatekeepers acting on behalf of the shareholders, such as auditors,
corporate counsel, and the board of directors.
6. As an investor, would you find use in corporate governance reports? Explain.
Corporate governance reporting reports the effectiveness, responsiveness, and
credibility of an organizations corporate governance measures. Corporate
governance measures and performance indicators that could be included in CGR
are: (1) descriptions of an organizations culture, appropriate tone at the top, board
15
of directors, internal controls, and commitment to economic, social, and
environmental goals; (2) major risks facing the organization in achieving its
economic, social, and environmental goals and measures taken to address such
risks; (3) the percentage of the board of directors who are independent and
nonexecutive directors; (4) the existence of an audit committee comprising all
independent and financially literate directors; (5) the adequacy of internal
controls; (6) corporate governance principles and mechanisms to which the
organization adheres; and (7) the status of the organizations compliance with
applicable laws, rules, regulations, and standards, and disclosure of areas of
noncompliance. All of these reported phenomena would be helpful in assessing
the future viability of the organization.
7. Use your research skills to search the Internet for information regarding the
most recent GMI ratings. Do the ratings show an improvement in corporate
governance procedures? Briefly comment on your findings.
Information on recent GMI ratings may be found at www.gmiratings.com or via
the use of a popular Internet search engine.
8. Many best practices are mentioned in the text. Which three best practices do
you agree with and which three best practices do you disagree with? Explain.
Answers will vary. Corporate governance best practices suggested by professional
organizations and investor activists are nonbinding corporate governance
guidelines intended to improve corporate governance policies and practices of
public companies above and beyond state and federal statutes and listing
standards.
9. In your own words, what is honesty?
Answers will vary. Honesty means telling the truth at all times, regardless of the
consequences. Honesty is important in establishing a trusting relationship among
all corporate governance participants. This also means that corporate
communications with both internal and external audiences, including public
financial reports, should be accurate, fair, transparent, and trustworthy. A
reputation for honesty can be earned over time through truthful and transparent
corporate communication, and it can be easily destroyed through lies, deceptions,
malfeasance, concealments, and fraud.
10. Hypothetically, what are the agency problems that exist in your work and school
environment?
Answers will vary. Possible agency problems may arise between corporate
governance participants with differing goals and objectives. Agency problems
within a school may arise from differing goals and objectives between those
funding the school and those actually running the day-to-day operations in the
school.
11. Perform an Internet search for the Securities Acts of 1933 and the Securities
Exchange Act of 1934. What are some of the key provisions of these acts?
Internet information on these acts of legislation may be found at
sec.gov/about/laws.shtml. These Acts are primarily disclosure-based statutes that
require public companies to file a periodic report with the SEC and disclose
certain information to their shareholders to make investment and voting decisions.
16
12. Are internal or external corporate governance mechanisms more influential to
the effectiveness of corporate governance? Defend your answer.
A proper balance between internal and external corporate governance mechanisms
must be present in order to ensure the effectiveness or corporate governance.
Internal mechanisms are designed to manage, direct, and monitor corporate
activities in order to create sustainable and enduring stakeholder value. Without
proper internal mechanisms, lack of vigilance by the board of directors may
result. External governance mechanisms are intended to monitor the companys
activities, affairs, and performance to ensure that the interests of insiders
(management, directors, and officers) are aligned with the interests of outsiders
(shareholders and other stakeholders). Without proper external mechanisms,
investors may not be adequately protected.
13. Which approach do you prefer: principles-based or rules-based? Why?
Answers will vary. The principles-based approach emphasizes operating within
the spirit of the law, whereas the rules-based approach emphasizes abiding by
the letter of the law. The rules-based approach may be useful in promoting
uniformity and clarity in the application of regulations pertaining to corporate
governance, but may be inconclusive in some areas and allow subjects to deviate
from the principle of the law without violating the letter of the law. The
principles-based approach promotes the principles upon which organizations
should base their corporate governance, but may be less clear and provide less
uniformity between firms than rules-based regulation.
14. Search the Internet for the SECs comments on which method they prefer.
Internet information on the SECs comments regarding rules-based and
principles-based regulation may be found at: sec.gov. The SEC seems to largely
embrace the principles-based approach for creating legislation. In this manner, the
principles of the law are promoted so that organizations will not just have a
check-box compliance mentality. Organizations may be prone to follow the
principles underlying regulations in a principles-based regulation than in a rules-
based counterpart.
15. Discuss the advantages and disadvantages of both a regulatory-led and a
shareholder-led approach to corporate governance.
In the U.S., corporate governance reforms are influenced by a combination
of state laws, federal laws, and regulations, listing standards of national stock
exchanges, and best practices of professional organizations. This approach to the
development of corporate governance reforms is often referred to as a regulatory-
led system. State laws govern the internal mechanisms of corporate governance
including directors duties and shareholder rights whereas policymakers,
regulators, stock exchanges, and best practices play an important role in the
governance of listed companies. This regulatory-led approach has a tendency of
promoting a rules-based approach to corporate governance reforms. The
advantages of this approach are: (1) more enforceable compliance procedures; and
(2) quicker regulatory response to assess and correct corporate governance
ineffectiveness and breakdowns.
In the U.K., the government allows the market to establish corporate
governance best practices, leading to the development of the Combined Code
17
which requires a comply-or-explain approach to corporate governance. This
approach is referred to as a shareholder-led approach to good corporate
governance primarily because shareholders play an active role in its development.
The primary advantage of this approach is that it is regarded as a principles-based
or a self-regulatory approach to good governance with the main theme of comply-
or-explain with lower compliance costs. The primary disadvantage is that it is less
enforceable and mainly relies on the ability of shareholders to monitor boards
through rights accorded to them in company legislation. A regulatory-led
approach can be effective in building overall market confidence, whereas a
shareholder-led approach promotes more scalable corporate governance.
True or False
1. All public companies have the same structure for their corporate governance.
2. Examples of external governance mechanisms are the board of directors, the audit
committee, management, internal controls, and internal audit functions.
3. The three aspects of corporate governance are integrated, shareholder, and
stakeholder.
4. Value creation is the primary goal of the stakeholder aspect.
5. Shareholders are a type of stakeholder.
6. The integrated aspect combines the shareholder and stakeholder aspects but puts
emphasis on the shareholder aspect.
7. Honesty means telling the truth when it is most beneficial to the company.
8. Shareholders are primarily responsible for the monitory function of corporate
governance.
9. An important principle of effective corporate governance is its transparency of not
only financial information, but also operations and structures.
10. The board of directors is held personally liable for all damages caused by decisions
that resulted in unsuccessful conclusions.
11. Corporate governance reporting is now required by all public companies due to the
Sarbanes-Oxley act of 2002.
12. Governance rating agencies may be held liable for investors decisions and be
required to pay damages.
13. Separation of control and ownership is the primary cause of agency problems.
14. An example of a market correction mechanism would be a dissatisfied shareholder
selling off his or her shares in a corporation.
15. Rules-based corporate governance is considered the spirit of the law approach.
16. Securities laws set minimum requirements for companies offering securities to the
public and require investors to be presented with accurate, relevant, and useful
financial information.
17. MNCs are only influenced by the home country when evaluating and developing their
corporate governance structure.
18. There is no universally accepted definition of corporate governance primarily because
its concept is not well defined, it covers various distinct economic phenomena, and it
is often described from the shareholders view.
18
19. The primary purpose of corporate governance is to create and enhance long-term,
endurable, and sustainable management value.
20. Corporate governance has evolved from its role of reducing agency costs to creating
long-term shareholder value, and, recently, to increasing sustainable and enduring
value for all stakeholders.
21. The shareholder aspect of corporate governance focuses on shareholder value creation
and the enhancement goal of corporate governance.
22. The integrated aspect concentrates on both the shareholder value creation and
stakeholder value protection goals of corporate governance.
23. The agency problem exists when the desires and interests of management and
shareholders are in accord and when there are no difficulties in verifying management
activities.
24. In the real world, the agency problem can never be perfectly solved, and agency costs
cannot be totally eliminated.
25. The CEO, as representative of investors, has direct authority and responsibility to
govern business affairs and is accountable to investors for the companys strategic
performance.
26. Executive compensation should be linked to performance, be established and
approved by the management of the company, and be given the advisory approval of
the CEO.
27. There is no globally accepted corporate governance structure.
28. There is no globally accepted set of corporate governance principles that can be
applied across a broad range of board structures, business practices, and legal,
political, and economic environments.
29. Transparency means that the company is not hiding relevant information, and
disclosures are fair, accurate, reliable, and understandable by average stakeholders.
30. The use of majority voting as apposed to plurality voting substantially reduces the
ability and influence of shareholders over who is actually elected to the board.
31. The oversight function is granted to the board of directors with the fiduciary duty of
overseeing management in the best interests of the company and its shareholders.
32. The managerial function is given to the board of directors in order to run the company
and manage its resources and operations.
33. The monitoring function is exercised by shareholders (and particularly institutional
shareholders who are empowered to elect, and if warranted, remove directors).
True or False
1. False
2. False
3. True
4. False
5. True
6. True
7. False
8. True
19
9. True
10. False
11. False
12. False
13. True
14. True
15. False
16. True
17. False
18. True
19. False
20. True
21. True
22. True
23. False
24. True
25. False
26. False
27. True
28. True
29. True
30. False
31. True
32. False
33. True
Multiple Choice
1. The corporate governance structure of a company reflects the individual
companies:
a. Cultural and economic system.
b. Legal and business system.
c. Social and regulatory system.
d. All of the above.
2. External governance mechanisms such as the capital market and state and
federal regulations are designed to:
a. Keep companies from providing a large earnings-per-share.
b. Align the interests of insiders with the interests of outsiders.
c. Prohibit corporate takeover efforts.
d. Ensure management makes budget.
3. Which of the following statements is not true concerning corporate governance
mechanisms?
a. The effectiveness of corporate governance mechanisms also depends on the cost-
benefit trade-offs among these mechanisms.
b. Corporate governance mechanisms create effective systems of checks and
balances.
c. Internal and external mechanisms work best when used independently of the
20
other.
d. None of the above are true statements.
4. All of the following describe agency problems and costs except:
a. The agency problem exists when the desires of management and shareholders are
not in accord.
b. Agency costs arise where there is information asymmetry between management
and shareholders.
c. Agency problems can be perfectly solved and agency costs can be totally
eliminated.
d. The agency problem exists when the companys board of directors fails to fulfill
their assigned oversight role.
5. Value protection is intended to protect the interests of all stakeholders. Such
interests include:
a. Governmenttax revenue.
b. Employeejob security.
c. Shareholderwealth (stock appreciation and dividends).
6. A well-balanced implementation of the seven corporate governance functions
should not result in:
a. Responsible corporate governance.
b. Reliable financial reports.
c. Harm to the company.
d. Credible audit services.
7. Which of the following statements best describes the compliance function?
a. The compliance function is composed of a set of laws, regulations, rules, and
standards established by state and federal legislators which are followed only
when beneficial.
b. Compliance is following your internal bylaws and regulations.
c. The compliance function is composed of a set of laws, regulations, rules, and
standards established by state and federal legislators which must be followed
regardless of the cost.
d. Compliance is a nuisance that deters from the companys main goal of making
money.
8. The internal audit function is least effective when the department:
a. Is nonindependent.
b. Is competent.
c. Is objective.
d. Exhibits integrity.
9. Which of the following statements is true?
a. An external audit can be performed by anyone with an accounting degree.
b. An external audit is required for any company with annual revenues greater than
$5 million.
c. An external audit is designed to prove that the financial statements are wrong.
d. An external audit must be performed by an independent, public accounting firm.
21
10. Which of the following would be considered the least effective and appropriate
best practice of a public company?
a. Executive compensation programs should be designed and implemented to ensure
alignment of interest with the long-term interests of shareowners.
b. The CEO and chairperson of the board should be the same individual to allow for
the congruence of management and director interests.
c. The board of a publicly owned corporation should have a substantial degree of
independence from management.
d. The board does not impose term limits, as this could unnecessarily interfere with
the continuity, diversity, developed experience and knowledge, and long-term
outlook the board must have.
11. Corporate governance reports are recommended to include all of the following
disclosures except:
a. The companys vision, strategies, and missions in creating stakeholder value.
b. The board of directors composition, independence, involvements, functions, and
evaluation.
c. Competitive trade secrets and research reports.
d. The companys financial, economic, social, and environmental indicators.
12. Which of the following is false concerning market mechanisms?
a. Market mechanisms are used to monitor, control, and discipline business affairs.
b. Market mechanisms are effective as the only control structure.
c. Market mechanisms require additional corporate governance reforms to provide
adequate controls.
d. Market mechanisms were discussed as early as 1776.
13. The Sarbanes-Oxley Act of 2002 provided guidance for all of the following
except:
a. Executive certifications of internal controls and financial statements.
b. Limits on executive and director pay.
c. Audit committee oversight of financial reporting and audit activities.
d. Director independence.
14. Which of the following would be considered principles-based?
a. Step-by-step directions for a temp worker.
b. Best practices.
c. U.S. GAAP.
d. Shareholder voting procedures.
15. Corporate governance in the United States is influenced by:
a. State and federal statutes.
b. Court decisions.
c. Listing standards and best practices.
16. The Combined Code is the leading corporate governance directive for:
a. The United States.
b. Germany.
c. The United Kingdom.
d. Japan.
22
17. The corporate governance structure is shaped by:
a. Internalgovernancemechanisms.
b. Externalgovernancemechanisms.
c. Policyinterventionsthroughregulations.
d. Alloftheabove.
18. Anexample of an internal governance mechanism is a(n):
a. Shareholder activist.
b. Shareholder proposal.
c. Audit committee.
d. Federal statute.
19. The ownership structure that may best characterize a situation in which a
typical shareholder may have little power to control the companys affairs
beyond voting power to elect members of the board of directors is:
a. Centralized ownership structure.
b. Dispersed ownership structure.
c. Twotierownershipstructure.
d. Noneoftheabove.
20. Under the _____________, both internal and external corporate governance
mechanisms are intended to induce managerial actions that maximize profit and
shareholder value.
a. Shareholder theory.
b. Agency theory.
c. Stakeholder theory.
d. Corporate governance theory.
21. Whichofthefollowingisnotaprimarysourceofcorporategovernanceinthe
U.S.?
a. Federalsecuritieslaws.
b. Bestpractices.
c. Listingstandards.
d. AlloftheaboveareprimarysourcesofcorporategovernanceintheU.S.
22. Oneofthe objectives of the Sarbanes-Oxley Act was to:
a. Increase the cost of compliance with federal regulations.
b. Force foreign companies to delist from U.S. capital market exchanges.
c. Improve the quality and transparency of financial reporting.
d. Increase the compliance burden for small companies.
23. Which of the following is false?
a. Public companies do not usually report their corporate governance activities.
b. Corporate governance reporting reports the effectiveness, responsiveness, and
credibility of an organizations corporate governance measures.
c. Corporate governance reports are required to be prepared in conjunction with the
annual 10-k filed with the SEC.
d. Corporate governance standards should be developed to assess, attest to, and
report on the quality and effectiveness of corporate governance.
23
24. Which of the following is not an aspect of corporate governance
reporting/disclosures?
a. Financial position and earnings analysis.
b. Compensation policy for directors and officers.
c. Material information on multiple bottom lines sustainability performance.
d. Major share ownership and voting rights.
Multiple Choice
1. d.
2. b.
3. c.
4. c.
5. d.
6. c.
7. c.
8. a.
9. d.
10. b.
11. c.
12. b.
13. b.
14. b.
15. d.
16. c.
17. d.
18. c.
19. b.
20. b.
21. d.
22. c.
23. c.
24. a.
Chapter 3
Review Questions
1. What are the three ethical classifications and their purposes discussed by the
author?
Metaethics:
Focus on ethical theories, their evolution, and the social, religious,
spiritual, and cultural influences shaping those theories.
Normative ethics:
Emphasize the practical aspects of ethics by providing principles of
appropriate behavior and guidance for what is right and wrong, good or
bad in behavior (e.g. principles of justice, honesty, social benefits, and
lawfulness).
24
Applied ethics:
Deal with the application of moral principles and reasoning as well as
codes of conduct for a particular profession or segment of the society (e.g.
business ethics, environmental ethics, and medical ethics).
2. What factors can lead to a company engaging in corporate misconduct of
misrepresenting their financial position?
Performance is below their industrys average performance.
Performance is significantly above their own past performance.
Their CEO receives a high proportion of total compensation as stock options.
3. Explain the terms of the phrase organizational ethical culture.
Organization is defined as a group of individuals or entities bound to achieve a
shared goal.
Ethics are honorable behavior conforming to the norm of the group.
Culture is a pattern of shared beliefs adopted by the group in dealing with its
internal and external affairs.
4. From start to finish, what are the steps required to make an ethical decision?
The process of making ethical decisions starts with the commitment to do the
right thing by: (1) recognizing the relevant issue, event, or decision; (2) evaluating
all alternative courses of action and their impacts on ones well-being as well as
the well-being of others possibly affected by the decisions; (3) deciding on the
best course of action available; (4) consulting appropriate ethical guidance;
(5) continuously assessing the consequences of the decision and adopting
appropriate changes; and (6) implementing the decision.
5. What are situational ethics?
Situation ethics are a moral pattern allowing circumstances to overrule principle
and allegiance where principle means definable moral, criminal, or civil law and
allegiance means group loyalty.
6. What are the attributes of an ethical culture?
sense of employee responsibility.
freedom to raise concerns without fear of retaliation.
managers modeling ethical behavior and expressing the importance of
integrity.
an understanding by leadership of the pressure points that drive unethical
behavior.
processes to find and fix these areas of pressure.
7. What is meant by the term ethics sensitivity?
It is the moral principles, workplace factors, gamesmanship, loyalty, peer
pressure, and job security that influence ones ethical decisions and are derived
from the organizations ethical culture.
8. Explain the sources of incentives for ethically based behavior.
individual-based incentives.
organization-based incentives.
market-based incentives.
profession-based incentives.
regulatory-based incentives.
25
9. Explain organization-based incentives and profession-based incentives.
Organization-based incentives:
Come from setting an appropriate tone at the top and establishing,
maintaining, and enforcing ethical behavior throughout the organization.
Go beyond promoting corporate values of integrity, fairness, and honesty.
Include a set of principles that require ethical behavior.
Profession-based incentives:
Profession-based incentives are defined by a professional affiliation of
individuals.
Professional codes of conduct serve as a reference and a benchmark for
individuals, establish rules of conduct relevant to the profession, and provide a
means of facilitating enforcements of rules and standards of conduct.
10. What is meant by the term ethical behavior?
It is the process of recognizing ethical issues, considering all alternative courses
of action, referring to ethical incentives to guide the best actions, evaluating the
consequences of ethical decisions, and proceeding with confidence.
11. What are the six principles of business ethics and conduct?
Comply with a written code of business conduct.
Provide sufficient training to all personnel within their organization regarding
personal responsibility under the code.
Encourage internal reporting of violations of the code with the promise of no
retaliation for such reporting.
Self-govern their activities by implementing controls to monitor compliance
with all applicable laws and regulations.
Share their best practices in implementing the DII principles through
participation in an annual Best Practices Forum.
Be accountable to the public, particularly through the completion of an annual
Public Accountability Questionnaire.
1. What are ethics? Explain.
Ethics are broadly described in the literature as moral principles about right and
wrong, honorable behavior reflecting values, or standards of conduct. Honesty,
openness, responsiveness, accountability, due diligence, and fairness are core
ethical principles. Ethics are a branch of philosophy with no clear-cut definition of
what behaviors are ethical and which are unethical when judging ones behavior.
There is no general or global consensus for defining ethical behavior for
individuals, as it may change from time to time and from one place to another
place. There is no universal measure or standard as to what constitutes ethical
behavior. Business ethics are most simply described as: a process of promoting
moral principles and standards that guide business behavior.
2. Do you believe moral principles and ethics are a part of family values which
cannot be taught? Substantiate your answer.
26
Business ethics can be promoted and taught to improve professional reputation,
accountability, integrity, judgment, and other qualities of the business decision-
making process. Setting the appropriate tone at the top promoting ethical
organization, culture, and policies can effectively influence individuals behavior.
Teaching business ethics should provide incentives, opportunities, and
rationalization for individuals, particularly professionals, to uphold their personal
integrity and professional accountability.
3. Companies that do not have a code of ethics must either establish such a code or
disclose why they have not implemented a code. What factors would lead a
company to not develop a code of ethics?
Public companies that do not have a code of ethics must establish a code that
meets the requirements of the SEC final rule. Public companies with an existing
code of ethics must ensure that their existing code satisfies SEC requirements or
otherwise revise their code to meet the requirements; if not, they must be prepared
to disclose why they have not adopted a qualifying code of ethics. Inability to set
the right tone at the top, improper corporate culture, and disregard for ethical
behavior may be factors that would lead a company to not develop a code of
ethics.
4. Do you feel a company should provide incentives and opportunities for the
majority of ethical individuals to maintain their honesty and integrity and at the
same time provide measures for the unethical individuals to be monitored,
punished, and corrected for their unethical conduct? Explain why.
Yes, because ethics in business has an important underlying postulate that the
majority of business leaders, managers, and other personnel are honest and ethical
in conducting their business and the minority who engage in unethical conduct
will not prevail in the long term.
5. In what ways can doing what is right contrast with established principles and
procedures?
Situation ethics is a moral pattern allowing circumstances to overrule principle
and allegiance. Principle here is interpreted as definable moral, criminal, or civil
law. Allegiance refers to group loyalty. This suggests that individuals should do
what is right rather than comply with specific principles when facing ethical
challenges. Circumstances may arise in which actions prescribed by various rules
and regulations may conflict with doing what is right, or conduct may take place
which is contradictory with the spirit of the law and yet allowed by the various
rules and regulations.
6. Are people motivated more by incentives to do what is right or by the self-pride
of doing what is right? Explain.
In most cases, people may be motivated more by incentives to do what is right
than the self-pride of doing what is right. Individuals within the company tend to
act according to incentives provided to them in terms of rewards and the
performance-evaluation process. People usually would rather take pride in the
rewards and benefits received by established incentives than simply by the fact
that they have done what is right.
7. Has the ethical downfall of major corporations ultimately helped build a more
ethical business world? Defend your answer.
27
The ethical downfall of major corporations has alerted many regulators (among
others) to the need for ethical behavior in the corporate environment. This has
prompted swift legislation (e.g. Sarbanes-Oxley) designed to promote ethics and
propriety in the workplace. Ethics, as a result, is no longer practiced as a
seemingly voluntary process. Legislation that promotes ethical practice may now
aid in building a more ethical business world. Another result of the ethical
downfall of major corporations is the increased vigilance of corporate
stakeholders. Corporations know that, since they are now scrutinized to a larger
degree, they must at least provide the appearance of ethical behavior. If they do
not, they may face even more scrutiny by various stakeholders. Thus, the ethical
downfall of major corporations has alerted society to the need for increased
regulation and vigilance designed to promote ethical behavior. This has, in turn,
helped build a more ethical business world.
True or False
1. An appropriate code of ethics is the backbone of effective corporate governance.
2. Many tragedies and scandals are directly related to the ethical behavior of
individuals involved and their activities.
3. Codes of business ethics and conduct can be effective substitutes for moral principles,
character, and culture of individuals and organizations.
4. Management has a fiduciary responsibility for stakeholder value creation.
5. According to the SEC, the established code of ethics best describes the companys
policies and procedures for internal reporting of code violations.
6. Individuals should follow specific principles rather than what is right while facing
ethical challenges.
7. The NYSE listing standards recommend that each listed company determine its own
business conduct and ethics policies.
8. Ethics in the workplace is more important in the emerging corporate governance
reforms.
9. Individual-based incentives relate to personal integrity and are the primary driver of
ethical behavior.
10. Defense contractors are exempted from accountability to the public as stated in
the Defense Industry Initiatives on Business Ethics and Conduct (DII).
True or False
1. True
2. True
3. False
4. True
5. True
6. False
7. True
8. True
9. True
10. False
28
Multiple Choice Questions
1. Which of the following is/are the key component(s) of an organizations control
environment as set forth in both reports of the Committee of Sponsoring
Organizations of the Treadway Commission (COSO)?
a. Integrity.
b. Ethical conduct.
c. Both (a) and (b).
d. Neither (a) nor (b).
2. Which of the following is not a factor that can lead to companies misrepresenting
their financial position?
a. Performance is below their industrys average performance.
b. Performance is significantly above their own past performance.
c. The company has an established and well-defined code of corporate ethics.
d. Their CEO receives a high proportion of total compensation as stock options.
3. Public companies must make their code of ethics publicly available through:
a. SEC annual reports.
b. Corporate Web sites (if available).
c. Hard copies (upon request).
4. The Web site disclosure required for amendments and waivers to the code of
ethics must be maintained online for which of the following:
a. 12 months or otherwise be retained for at least five years.
b. 24 months or otherwise be retained for at least five years.
c. 5 months or otherwise be retained for at least five years.
d. 12 months or otherwise be retained for at least two years.
5. The increasing trend toward more involvement of the board of directors in the
companys ethics program is influenced by:
a. Consequences of reported financial scandals.
b. Auditors of low-profile companies.
c. Development of corporate governance reforms in promoting ethical conduct.
d. Both (a) and (c).
6. Companies need ethics and business programs in order to effectively and
efficiently perform which of the following functions?
a. Diversify personnel services.
b. Satisfy the expectations of the public and their stakeholders.
c. Comply with applicable laws, regulations, rules, standards, and guidelines.
7. An organizations appropriate tone at the top promoting ethical conduct is an
example of:
a. Ethics sensitivity.
b. Ethics incentives.
c. Ethical behavior.
d. Consequentialist.
8. The two broadly defined and commonly accepted ethical theories are:
a. Consequentialism and nonconsequentialism.
b. Egoism and utilitarianism.
29
c. Consequentialism and egoism.
d. Consequentialism and utilitarianism.
9. A consequence of reducing costs by lowering the quality of products and services
is an example of:
a. Regulatory-based incentives.
b. Market-based incentives.
c. Organization-based incentives.
d. Individual-based incentives.
10. Signatory companies, as part of their public accountability process, are required
to:
a. Conduct internal audits.
b. Assess compliance of internal audits.
c. Provide officer certifications.

1. c.
2. c.
3. d.
4. a.
5. d.
6. d.
7. b.
8. a.
9. b.
10. d.
Chapter 4
Review Questions
1. What is the difference between decision management and decision control?
Decision management is managements responsibility of initiating and
implementing strategies, and decision control is the board of directors fiduciary
duty of ratifying and monitoring strategies.
2. Briefly explain the business judgment rule and the benefit it provides to directors.
A court will refuse to review the actions of a corporations board of directors in
managing the corporation unless there is some allegation of a violation of the
directors fiduciary duties or the decisions of the directors lack a rational basis.
The business judgment rule eases the liability and pressure on directors.
3. What is the relationship between the supervisory and management boards of a
two-tiered board system?
The supervisory board has as its primary objective the duty and responsibility to
appoint, dismiss, and oversee the management board.
30
4. Why are investors in favor of separation of the positions of CEO and
chairperson?
Separation is perceived as strengthening the boards independence and reducing
potential conflicts of interest.
5. What is a financial expert?
A person who has an understanding of generally accepted accounting principles
and financial statements; experience applying generally accepted accounting
principles; experience preparing or auditing financial statements; experience with
internal controls and procedures for financial reporting; and an understanding of
audit committee functions.
6. Why is it important for a company to have an appropriately sized board of
directors?
The size of the board can affect the efficiency and effectiveness of the board of
directors.
7. Briefly discuss the benefits of small and large board sizes.
A small board is considered to be efficient because the process of deliberation
becomes time consuming and unwieldy with large boards. A large board can be
more effective in monitoring managerial actions primarily because by increasing
the number of directors involved with monitoring, management may decrease the
opportunity for wrongdoing and collusion becomes more difficult.
8. What are the direct responsibilities of the board of directors?
The board of directors is directly responsible for defining the companys
objectives; establishing policies and procedures to ensure achievement of defined
objectives; monitoring the established policies and procedures; assuming ultimate
accountability for the companys business and affairs; and ensuring that the
company is conducting its business in the utmost ethical, legal, and professional
manner to create long-term shareholder value while protecting the interests of
other stakeholders.
9. Board independence is essential for what purposes?
The independence of the companys board of directors is important because it has
a significant impact on its effectiveness and is essential to the proper and
objective functioning of the board.
10. What responsibility does the compensation committee have towards the
remuneration of board members?
The compensation committee should determine the amount and percentage of
executive stock ownership that will motivate them to align their interests with
those of shareholders.
11. How does the board of directors oversee corporate governance?
The board of directors: (1) monitors management plans, decisions, and activities;
(2) acts as an independent leader who takes initiatives that create shareholder
value; (3) establishes guidelines or operational procedures for its own functioning;
(4) meets periodically without management presence to assess company and
management performance and strategy; (5) evaluates its own performance to
ensure that the board is independent, professional, and active; and (6) establishes
the audit committee that oversees the financial reporting process, internal control
structure, and audit functions.
31
1. Discuss the importance and objectives of directors fiduciary duties to the
company.
The fiduciary duty means that, as shareholders guardians, directors are
trustworthy, acting in the best interest of shareholders, and investors in turn have
confidence in the directors actions. Fiduciary duties of boards of directors are
mandated by the laws of the state of incorporation, are generally specified in the
companys charter and bylaws, and are often interpreted by courts when there are
allegations of breach of fiduciary duties. Directors should realize that their
primary duty is to be the corporate gatekeeper by protecting investors and
working towards the achievement of shareholder value creation and enhancement
while protecting the interests of other stakeholders.
2. What are possible situations that could jeopardize a directors duty to avoid
conflicts of interest?
Situations that may create potential conflicts of interest are when a director:
(1) receives material gifts or benefits from a third party that is doing business with
the company; (2) either directly or indirectly enters into a transaction or
arrangement with the company; (3) obtains substantial loans from the company;
or (4) engages in backdated stock options.
3. Do you support CEO duality in a public company? Defend your response.
Answers may vary. Proponents of the dual CEO position have argued that no
gains will be achieved by separating the CEO and chairperson positions on the
grounds that existing corporate governance reforms have already addressed the
CEOs potential conflicts of interest by requiring that: (1) the independent
compensation committee monitor CEO compensation; and (2) the board of
directors, particularly the lead director, control the CEOs power in situations
where the CEO encounters conflicts of interest, the CEO is aggressive, or where
there is a long-term and gradual failure of the companys business plan. The
potential benefits of the separation of the CEO and chair positions are: (1) such
separation aligns U.S. corporate governance with that of other countries; (2) CEO
accountability is improved; (3) CEO potential conflicts of interest are reduced;
(4) having two individuals in the corporate leadership role should improve
corporate governance and operations; and (5) the board responsibility to oversee
management for shareholders benefit would be more effective when the chair of
the board assumes no executive role.
4. Why is it important for the members of the board of directors to have business
knowledge and financial expertise?
Adequate business knowledge and financial expertise allow members of the board
of directors to effectively fulfill its fiduciary duties. Board members may not be
able to perform their fiduciary duties in the absence of such business knowledge
and financial expertise.
5. In your opinion, who should be allowed to serve as a director of a public
company?
Answers may vary. Board members should possess the technical skills, financial
expertise, experiences, and other qualifications to effectively fulfill their fiduciary
32
responsibilities. They should be competent and independent of management in
order to assure effective corporate governance.
6. Is a board that meets more often for shorter periods of time more effective and
efficient than a board that meets less frequently but for a longer period of time?
Explain.
Answers may vary. Short, frequent meetings may be just as effective as long,
infrequent meetings and vice-versa. The board of directors is required to meet
regularly to discuss the companys business affairs and financial reports with and
without the presence of management. The effectiveness of board meetings
depends largely on the leadership ability of the chairperson of the board to set an
agenda and direct discussions. The leadership style and ability of the chair
determines whether the meetings will be short or lengthy, formal or informal,
friendly or adversarial, relaxed or tense, efficient or inefficient, productive or
nonproductive, responsive or nonresponsive, relevant or irrelevant, decisive or
indecisive, and predetermined or deliberative.
7. Discuss the impact of the Business Judgment Rule on directors ability to fulfill
their fiduciary duties.
There are some variations in director fiduciary duties as company law differs from
one state to another. However, directors are empowered to manage the affairs of a
company, and directors must exercise their powers in the best interests of the
company and its shareholders. In fulfilling their fiduciary duties of care and
loyalty, directors are governed by the business judgment rules of exercising their
best judgments in aligning management interests with those of shareholders and
in creating shareholder value. The business judgment rule is intended to protect
directors from undue liability when making business decisions in good faith and
in the best interests of the company and its shareholders.
8. Compare and contrast the roles and responsibilities of executive and nonexecutive
directors.
The majority of directors in the post-SOX period should be independent
nonexecutive directors who work collectively with executive directors in the best
interests of the company and its shareholders. The primary responsibility of the
board of directors is to hire a competent and ethical management team to run the
company effectively. Executive directors are typically engaged in strategic
decision making, planning, and execution of plans whereas nonexecutive directors
advise and oversee managerial plans, decisions, and actions without
micromanaging.
9. Describe both advantages and disadvantages of CEO duality.
CEO duality means that the roles of the chair of the board and CEO are combined.
The primary advantage of CEO duality is more control of the companys affairs
by the CEO in bringing more uniform leadership into the boardroom. Advantages
of separation of the roles of the chair and the CEO are: (1) providing guidance
and advisory services to the CEO; (2) playing a leadership role in influencing the
boards agenda and facilitating board meetings; (3) overseeing the performance of
the CEO; and (4) creating a more open and candid boardroom that promotes
constructive and frank discussion.
33
10. Discuss how the levels of executive compensation should be determined.
Executive compensation is normally composed of a basic salary, annual bonus,
long-term awards including stocks and share options, pension benefits, and perks.
As a general rule, executive compensation should be linked directly to the
companys long-term performance to ensure alignment of executives interests
with sustainable shareholder value creation. Executive compensation, however, in
practice is determined in relation to the market rate of pay and the level of pay in
companies of similar size, complexity, and industry. Significant drivers of
executive compensation are the companys long-term performance, shareholder
returns, and ability to create sustainable shareholder value.
True or False
1. Decision management duties are the responsibility of management and are the
ratification and monitoring of strategies.
2. The board of directors should not be involved in managerial and operational decisions.
3. The duty of care requires directors to exercise due diligence and prudence in carrying
out their oversight function.
4. A one-tier board model consists of only outside directors.
5. All public companies are required to have a board of directors but are not required to
have a chairperson.
6. CEO duality implies that the companys CEO holds both the position of chief
executive and the chair of the board of directors.
7. A permanent or rotating lead director is used as an alternative to separating the CEO
and chairperson positions.
8. The board of directors for all public companies must have at least three members.
9. Directors may only serve as a director on one board per year.
10. Resources available to the board consist of legal, financial, and information resources.
11. Directors of all public companies are required to own shares in their company.
True or False
1. False
2. True
3. True
4. False
5. False
6. True
7. True
8. False
9. False
10. True
11. False
34
Multiple Choice
1. The primary responsibilities of the board of directors include all but which of
the following:
a. Define the companys mission and goals.
b. Establish or approve strategic plans and decisions to achieve these goals.
c. Appoint senior executives to manage the company in accordance with the
established strategies, plans, policies, and procedures.
d. Make managerial decisions that will increase the companys stock price.
2. The oversight function of the board of directors consists of:
a. Representing shareholders and protecting their interests.
b. Approving the companys major operating, investing, and financial activities.
c. Holding the board, its committees, and its directors accountable for the fulfillment
of the assigned fiduciary duties and oversight functions.
3. A director who notifies the company of a possible investment opportunity instead
of acting upon it himself is demonstrating the:
a. Duty of obedience.
b. Duty of loyalty.
c. Duty of care.
d. Duty of fair disclosure.
4. Ratification of management decisions and minimal liability defines which best
practices board structure?
a. Certifying board.
b. Operating board.
c. Passive board.
d. Intervening board.
5. Managements implementation of board strategies and the board serving as the
key decision maker are best associated with:
a. Certifying board.
b. Operating board.
c. Passive board.
d. Intervening board.
6. The chairperson of the board of directors and CEO should be leaders with:
a. Vision and problem solving skills.
b. The ability to motivate.
c. Business acumen.
7. The director position that is utilized in CEO duality situations to keep the board
objective and independent of management is the:
a. Lead director.
b. Covering director.
c. Prime director.
8. Which of the following can be diversification classifications?
a. Age.
b. Gender.
35
c. Ethnicity.
9. The structure of a public companys board of directors is established by its:
a. Articles of incorporation.
b. Bylaws.
c. Corporate governance policies.
10. Financial resources are made available to the board for all of the following
except:
a. Compensating directors.
b. Reimbursing personal expenses.
c. Hiring external auditors.
d. Obtaining legal council.
11. An independent director is one who:
a. Did not attend a school supported by the company.
b. Does not have outside relationships with other directors.
c. Does not have any other relationships with the company other than his or her
directorship.
12. A board that is elected in a classified system is known as a:
a. Diversified board.
b. Staggered board.
c. Rotating board.
d. Declassified board.
13. Insurance payable to the directors and officers of a company if they get sued for
something that happened while they were with that company is known as:
a. Duties & obligations insurance.
b. Disaster & occurrence insurance.
c. Director & officer insurance.
d. Duty & opportunity insurance.
Multiple Choice
1. d.
2. d.
3. b.
4. c.
5. b.
6. d.
7. a.
8. d.
9. d.
10. b.
11. c.
12. b.
13. c.
36
Chapter 5
Review Questions
1. What are the key functions of the nominating, audit, governance, and
compensation committees?
The nominating committee is responsible for:
Reviewing the performance of the current directors.
Assessing the need for new directors.
Identifying and evaluating the skills, background, diversity, and knowledge of
candidates for the board.
Having an objective nominating process for qualified candidates to the board.
Assisting in the election of qualified new directors.
The audit committee is responsible for:
Overseeing the financial reporting process.
Monitoring the choice of accounting policies and principles.
Monitoring the internal control process.
Overseeing the hiring and performance of external auditors.
The corporate governance committee is responsible for:
Establishing the agenda for the board of directors to determine what the board
should discuss with management and to what extent.
The compensation committee is responsible for:
Evaluating the performance of directors.
Evaluating the performance of executives.
Designing and implementing compensation plans for directors and executives.
Disclosing the work of the compensation committee.
2. What actions must be taken to make the compensation committee effective?
The compensation committee should be composed of independent outside
directors with sufficient human resources experience in compensation and related
issues. Also this committee should hire outside compensation advisors that report
directly to and are compensated by the committee to ensure objectivity.
3. List the principles and practices for ensuring the effectiveness of the
compensation committee as recommended by The Council of Institutional
Investors (CII).
Structure.
Proxy statement disclosure.
Responsibilities.
4. Briefly discuss the criteria or benchmarks used by the compensation committee
in the evaluation process.
Knowledge, experience, and expertise.
Teamwork and leadership ability.
Maturity, objectivity, judgment, and independence.
Value-added contribution to the companys welfare.
Understanding of the companys business and industry including legal and
financial literacy.
37
Firm commitment and dedication to working towards the achievement of the
companys goals.
Safeguarding of the companys assets, ensuring integrity of its financial
reports, and protecting the interest of shareholders.
Creating long-term shareholder value.
Protecting the interests of all stakeholders.
Setting an appropriate tone at the top in promoting ethical conduct.
5. What are the responsibilities of the corporate governance committee?
Control the agenda and the meeting.
Review past agendas and minutes of meetings to ensure adequate time and
discussion were devoted to each issue.
Revise the agenda as necessary and set priorities for meetings.
6. List the issues the nominating committee should consider in the evaluation
process.
The gender and ethnic diversity of the board in creating a right balance to
address the current and future challenges of the business while being challenging
yet supportive of the top management team, as appropriate.
The experience necessary to operate board committees.
Future expertise needs of the board.
Regular refreshment of the board.
A right mix of director qualifications and behavioral characteristics.
7. What characteristics define a good director?
Asks the difficult questions.
Works well with others.
Has industry experience and awareness.
Provides valuable input.
Is available when needed.
Is alert and inquisitive.
Has business knowledge.
Contributes to committee work.
Attends meetings.
Speaks out appropriately at board meetings.
Prepares for meeting.
Assures responsibility and accountability.
Is familiar with or willing to learn about emerging corporate governance
reforms and applicable regulations and best practices.
Communicates effectively with all corporate stakeholders.
Supports the companys economic, ethical, social, and environmental
measures.
8. List any two functions of following committees:
Nominating committee
Recommends, nominates, and elects directors.
Audit committee
Oversee internal controls, risk management, financial reporting, and audit
activities.
38
Governance committee
Advises, reviews, and approves management strategic plans, decisions, and
actions in effectively managing the company.
Compensation committee
Implements and supports the oversight function of the board particularly in areas
relevant to the design and review of director and executive evaluation and
compensation schemes.
9. What is needed for the oversight function of audit committees to be effective?
Independence, due diligence, proper authority, resources, corporate culture,
governance structure, attitude, philosophy, and practices of management and the
entire board of directors.
10. Describe the relationship that should exist between the audit committee and
management.
The audit committee should interact with management by asking appropriate
questions pertaining to the companys corporate governance structure, internal
controls, financial reporting, audit activities, risk assessment, codes of ethics, and
whistleblower programs.
11. Members of the audit committee must be vigilant, effective, and informed. What
are some characteristics that contribute to these traits?
(1) General understanding of the companys major economic, business, operating,
and financial risk; (2) a broad knowledge of the interrelationship of the companys
operations and financial reporting; (3) a clear understanding of the difference
between the companys decision-making function delegated to management and
its oversight function assumed by the audit committee; (4) the ability to formulate
and ask probing questions about the companys operations, business, internal
control, financial reporting process, and audit activities; and (5) courage to
challenge management when necessary.
12. What are some qualities or actions that can impede the effectiveness of an audit
committee?
A lack of true independence from management.
Infrequent or ineffective meetings.
A lack of sufficient understanding of the companys business and operations.
Inadequate understanding of internal controls, audit scope, plan, policies and
procedures, and financial reporting practices.
A lack of proper communication with management, the internal auditor, and
external auditors.
Inadequate resources including access to legal counsel and advisors.
Insufficient staff support.
Lack of exercising due diligence.
Unclear mission and undefined authority in the committee charter.
Insufficient number of qualified committee members.
Inadequate compensation to demand high-quality performance.
Lack of accountability for committee performance.
39
13. The text discusses the qualifications and characteristics of an audit committee
financial expert. In your own words, define what a financial expert should be.
Answers may vary. The SEC final rules define an audit committee financial expert
as a person who has all of the following attributes:
An understanding of GAAP and financial statements.
The ability to assess the general application of such principles in connection
with the accounting for estimates, accruals, and reserves.
Experience preparing, auditing, analyzing, or evaluating financial statements
that present a breadth and level of complexity of accounting issues that are
generally comparable to the issues that can be raised by the registrants financial
statements, or experience actively supervising one or more persons engaged in
such activities.
An understanding of internal controls and procedures for financial reporting,
and an understanding of audit committee functions.
14. What are the positives and negatives of the CEO and executive managements
attendance at audit committee meetings?
It can signal the commitment of senior executives to the achievement of effective
audit committee oversight functions as well as underscore the importance of those
meetings. On the other hand, it may prevent open and candid dialogue between
the independent auditor and the audit committee or undermine the authority of the
committee chair.
15. What disclosures must the audit committee make in its report to shareholders?
A description of audit committee responsibilities, its activities and
accomplishments, and its self-assessment of how well it has discharged its
assigned responsibilities. The committee should also indicate in its report to
shareholders whether it has:
Reviewed and discussed the audited financial statements with management.
Discussed with the independent auditor those matters required to be
communicated in accordance with generally accepted auditing standards
(GAAS).
Received from the independent auditor the independent disclosures and
discussed with the independent auditor the matters relevant to auditor
independence.
Recommended to the companys board of directors, based on discussions
with management and the independent auditor, that audited financial statements
be included in the annual report on Form 10-K or Form 10-KSB be filed with
the SEC.
1. To be effective, the compensation committee should be independent. Is the given
statement true or false? Substantiate your answer.
The compensation committee is responsible for establishing director and
executive pay. Thus, if the committee were not independent from management,
the committee members might be motivated to increase management
compensation above levels that would have otherwise been stipulated.
40
2. Discuss the common-sense executive compensation program.
The program consists of salary, annual bonus, long-term equity compensation,
severance, and disclosure recommendations designed to protect the interest of
shareholders.
SalaryThe CEOs salary should be based on the mean of salaries paid at
peer group companies, not exceeding $1 million annually, and no senior
executive can be paid more than the CEO.
Annual bonusThe annual bonus paid to senior executives should be linked
to performance determined based on both quantitative (financial) and qualitative
(nonfinancial) measures as a percentage of salary capped at 100 percent.
Long-term equity compensationLong-term equity compensation to senior
executives should: (1) be in the form of restricted shares, not stock options;
(2) be based on justifiable performance criteria and challenging performance
benchmarks; (3) contain a vesting requirement of at least three years; (4) require
executives to hold all shares awarded under the program for the duration of their
employment; and (5) ensure that the value of a restricted share grant does not
exceed $1 million on the date of the grant.
SeveranceThe maximum severance payment to a senior executive should
be capped at one years salary and bonus.
DisclosureKey components of the executive compensation plan should be
specified in the compensation committees report to shareholders.
3. Explain the key features of an effective succession planning process.
(1) a continuous process; (2) proper oversight and approval by the board; (3) CEO
input, involvement, and collaboration as appropriate without dominating the
committee; (4) an easily executable and adaptable procedure in the event of a
crisis; (5) succession requirements aligned with the companys strategic plans;
(6) aims to find the right leader at the right time; (7) the development of talent
pools at lower levels; (8) a program in place to identify and professionally
develop internal candidates; and (9) avoidance of a horse race mentality that
may lead to loss of key deputies upon the appointment of the new CEO.
4. Explain the views of executive compensation. Which one do you agree with?
Why? Express your views on reasons for higher compensation for CEOs.
Answers may vary. Academic studies present two distinct views on executive
compensation. The dominant view is that the design of an optimal compensation
package may encourage management to enhance long-term shareholder value.
The second view is that executives have considerable influence over the design
and amount of their own pay, thus enabling them to extract rents. This suggests
there is no relationship between executive compensation and performance
primarily because managerial power determines executive compensation. Higher
compensation for CEOs may be implemented to attract well-qualified, motivated
individuals to run the company. Such compensation, however, may be viewed as
excessive by shareholders and other stakeholders.
5. The text lists the characteristics that define a good director. Do you agree with
these? Would you add any other characteristics? Defend your answer.
Characteristics of a good director include the ability to: (a) ask the difficult
questions; (b) work well with others; (c) utilize industry experience and
41
awareness; (d) provide valuable input; (e) be available when needed; (f) be alert
and inquisitive; (g) use business knowledge; (h) contribute to committee work;
(i) attend meetings; (j) speak out appropriately at board meetings; (k) prepare for
meetings; (l) make long-range planning contributions; (m) provide overall
contributions; (n) assure responsibility and accountability; (o) learn about
emerging corporate governance reforms and applicable regulations;
(p) communicate effectively with all corporate stakeholders; and (q) support the
companys economic, ethical, social, and environmental measures. Answers will
vary on whether these characteristics are agreed with, or if any additional
characteristics would be added. While this list may not be comprehensive, it does
detail several of the characteristics of good directors.
6. Search the library or Internet for the text of Sarbanes-Oxley. What does it
require regarding the audit committee?
The Sarbanes-Oxley Act of 2002 extended audit committee responsibility and
defines this responsibility as oversight of financial reporting and accounting
processes of the company, and financial statement audits of the company.
Section 301 of SOX also holds the audit committee directly responsible for hiring,
firing, compensating, and overseeing the audit work of external auditors. A
summary of SOX may be found online at fmcenter.aicpa.org/Resources/Sarbanes-
Oxley+Act/Summary+of+the+Provisions+of+the+Sarbanes-
Oxley+Act+of+2002.htm, while the full text may be found at
sec.gov/about/laws/soa2002.pdf.
7. Briefly discuss the reasons that the audit committee needs effective working
relationships with the board of directors, management, internal auditors, and the
external auditors.
The audit committee assists the board of directors in fulfilling its responsibilities
by bringing specialization and expertise to the board in the areas of financial
reporting, internal controls, risk management, and audit activities. As an
independent committee of the board of directors, the audit committee must ensure
that organizational oversight is successful. Senior executives should inform the
audit committee of significant events and transactions that substantially affect the
companys risk appetite, and thus management must be able to communicate
successfully with the audit committee. The audit committee is responsible for
hiring, overseeing, compensating, and firing the head of the internal audit
department, and internal auditors are ultimately accountable to the audit
committee. This aids in creating robust corporate governance. Open and candid
communication between the audit committee and external auditors should
preserve the independence of external auditors and better enable the audit
committee to discharge its oversight responsibilities. Therefore, an effective
working relationship with the external auditors is also necessary to improve
organizational oversight.
42
8. Listing standards require that audit committees be composed solely of
independent directors. Do you agree or disagree with this? Why?
Recent corporate governance reforms have promoted director independence as
the most important attribute to improve committee effectiveness. In the pre-SOX
period: (1) audit committee members were not totally independent, with a
significant portion of grey directors; (2) independent audit committee members
were most likely to support the auditors position; and (3) there was a positive
relationship between audit committee independence and the proportion of outside
directors, suggesting that the independence of committee members was largely
affected by the independence of the board of directors. Audit committee
independence can induce substantial benefits in terms of: (1) improving the
quality of financial reports by assisting in reducing financial reporting problems;
(2) increasing interactions with internal auditors; and (3) improving the quality of
financial statement audits by engaging higher quality auditors.
9. Best practices recommend ten audit committee principles. Identify five that you
agree or disagree with and explain your reasoning.
Answers will vary. The ten audit committee principles identified by the author
include: (1) formation; (2) independence; (3) member qualifications;
(4) authority; (5) funding; (6) oversight function; (7) accountability; (8) charter;
(9) agenda; and (10) orientation, training, and continued education. These audit
committee principles provide guidance designed to promote effective and efficient
audit committees.
True or False
1. A special committee of independent directors may be formed to conduct an
independent investigation if director and officer wrongdoings are alleged.
2. The number and size of board committees depend on the number of directors on the
companys board.
3. The nominating committee is responsible for establishing director and executive pay
designed to set compensation contracts that retain good directors and managers while
motivating optimal performance that creates shareholder value.
4. To be effective, the compensation committee should be independent from
management.
5. The remuneration of nonexecutive directors should be determined by the chair of the
board and executive directors.
6. Finance committee responsibilities include developing, approving, monitoring, and
disclosing the companys executive pay philosophy.
7. A proper evaluation process selected by the compensation committee to assess the
performance of directors does not depend on the independence of the board from the
CEO and corporate governance structure.
8. The purpose of executive evaluation is to identify areas of concern and poor
executive performance.
9. Long-term equity compensation to senior executives should be in the form of stock
options.
10. The dominant view is that the executives have considerable influence over the design
and amount of their own pay, which enables them to extract rents.
43
11. The governance committee is usually responsible for identifying, evaluating, and
nominating a new director to the board.
12. The move toward majority voting for the election of directors has received a
tremendous amount of attention and support from institutional investors on the grounds
that it will make the corporate board more accountable to and representative of
shareholders.
13. Although the directors positions on the board are not tenured, there are usually no
term limits in the bylaws.
14. Key features of an effective succession planning process include that the majority of
directors are independent and do not have financial or personal ties to management.
15. In a situation when the companys CEO is also serving as the chair of the board of
directors, an outside directors committee can be formed to maintain the boards
independence.
16. Audit committees are nonessential participants in corporate governance due to
decreased fiduciary and accountability responsibilities.
17. The audit committee charter should provide the audit committee with primarily
management duties and responsibilities.
18. The audit committee can be described as a client to the external auditor.
19. Audit committees are effectively one-size-fits-all entities.
20. The audit committee should be ultimately accountable to the board of directors as
representative of all stakeholders particularly shareholders.
21. The audit committee can have no more than three members.
22. A key responsibility of the audit committee is to oversee the financial reporting
process and internal controls.
23. The SEC rules regarding audit committee duties are designed to provide the
committee with more influence in managerial decisions regarding strategic planning.
24. A whistleblower program is one designed to allow individuals to safely and
confidentially inform the audit committee and board of directors of potential financial
malfeasance.
25. The audit committee is only required to meet once a year and can perform all required
duties in that meeting.
26. Sarbanes-Oxley states, the companys board of directors is responsible for
evaluating the performance and effectiveness of the audit committee.
True or False
1. True
2. True
3. False
4. True
5. True
6. False
7. False
8. True
9. False
10. False
44
11. False
12. True
13. True
14. False
15. True
16. False
17. False
18. True
19. False
20. True
21. False
22. True
23. False
24. True
25. False
26. False

1. Which of the following is not among the three board committees required by the
listing standards of national stock exchanges?
a. Audit committee.
b. Nominating committee.
c. Finance committee.
d. Compensation committee.
2. Which of the following committees approves management strategic plans?
a. Governance committee.
b. Audit committee.
c. Compensation committee.
3. The minimum number of board members on certain committees as suggested by
the SEC and required by some professional organizations is:
a. Two.
b. Three.
c. Four.
4. The board committee with the responsibility of approving the companys policy
for authorizing claims for expenses from the CEO and other executives is the:
a. Audit committee.
b. Compensation committee.
c. Nominating committee.
5. Of the following, which are criteria used by the compensation committee for the
evaluation of directors when determining and reevaluating director compensation
and benefits?
a. Knowledge, experience, maturity, objectivity, independence, and expertise.
b. Teamwork, leadership, and ability to set an appropriate tone at the top in
45
promoting ethical conduct.
c. Understanding of the companys business and industry including legal and
financial literacy.
6. The common-sense executive compensation program should include all of the
following components except:
a. Annual bonus.
b. Severance.
c. Long-term equity.
d. Performance.
7. The U.K. Combined Code recommends all of the following major concepts of
share-based incentive plans except:
a. Payouts or grants under all incentive plans should be linked to performance
measures reflecting the companys objectives.
b. Shareholders should approve any proposed long-term incentive plans.
c. Grants under incentive plans should normally be phased rather than awarded in
one block.
d. Vesting of awards should be conditional on meeting the companys specified
performance measures.
8. Which of the following is a function of the nominating committee?
a. Reviewing the performance of external auditors and assisting in the
implementation of the audit plan.
b. Reviewing the performance of current directors and assessing the need for new
directors.
c. Establishing methods and procedures for implementation of a whistleblower
program.
9. Which of the following would be considered a key feature of an effective
succession plan?
a. CEO input, involvement, and collaboration as appropriate without dominating the
committee.
b. Easily executable and adaptable procedure in the event of a crisis, aimed at
finding the right leader at the right time.
c. The development of talent pools at lower levels.
10. According to the author, which of the following is not among the often required
types of committees to be established by any company?
c. Finance committee.
d. Compensation committee.
11. Which of the following committees approves management strategic plans:
c. Special committee.
d. Audit committee.
46
12. Which of the following criteria are not used by the compensation committee in
the evaluation process:
a. Value-added contribution to the company.
b. Teamwork and leadership.
c. Maturity and objectivity.
d. Directors oversight function.
13. Effective oversight functions of audit committees contribute to:
a. More effective corporate governance.
b. A reliable reporting process.
c. Credible audit functions.
14. The tone at the top promotes all of the following ideals except:
a. Ethical conduct.
b. Unlawful behavior.
c. Professional accountability.
d. Personal integrity.
15. The audit committee works with which of the following board committees to
fulfill the boards fiduciary duties to shareholders and stakeholders:
a. Entertainment.
b. Compensation.
c. Travel.
d. None of the above .
16. What is the relationship between the external auditor and the audit committee?
a. The external auditor is hired, fired, and overseen by the audit committee.
b. The audit committee assembles the compensation package for the external auditor
and should approve all audit services.
c. External auditors are held accountable to the audit committee, evaluate the
effectiveness of the audit committee, and consider ineffective audit committees as
material weaknesses in internal control.
17. All members of the audit committee should be financially literate with one
member designated as a financial expert. This requires that one member has all of
the following except:
a. An understanding of GAAP and financial statements.
b. Experience preparing or auditing financial statements.
c. Knowledge of how to make money in the stock market.
d. Experience with internal controls and procedures for financial reporting.
18. The audit committee is granted which of the following authoritative powers?
a. The authority to hire, fire, and compensate management.
b. The authority to engage independent counsel and other advisors.
c. The authority to conduct any investigations deemed necessary to cover up fraud.
19. Which of the following statements is incorrectly stated as a determinant of an
effective audit committee?
a. All members of the audit committee should be financially literate and at least one
member should be designated as and meet the requirements of a financial expert.
47
b. Members of the audit committee should be held personally liable for actions
causing corporate damages that were in accordance to their fiduciary duties of
obedience, due care, loyalty, and fair disclosure.
c. The audit committee should have open and candid communications with
management, the board of directors, internal auditors, legal counsel, and external
auditors.
d. The audit committee must have adequate financial resources to pay the audit fee,
hire advisors to fulfill its oversight functions, and have access to management,
internal auditors, and external auditors.
20. The audit committee should be composed of independent, nonexecutive, outside
directors. Independence is characterized by the SEC as:
a. Not receiving any compensation from the company other than that as a board
member.
b. Not having been employed by the company or its affiliates within the past five
years.
c. Not having been a member of the immediate family of the companys executives
or its affiliates within the past five years.
21. Members of the audit committee should exhibit all of the following
characteristics except:
a. Lack of trust and confidentiality.
b. Sufficient financial reporting understanding.
c. Commitment in terms of time and effort.
d. Independence, integrity, and objectivity.
22. All of the following are responsibilities of the audit committee except:
a. Overseeing the financial reporting process and internal controls.
b. Hiring, firing, compensating, and overseeing the audit work of external auditors.
c. Ensuring the company meets or exceeds estimated quarterly earnings.
d. Preapproving all services provided by the independent auditor to the company or
its subsidiaries.
23. Which of the following is not a mandatory audit committee report?
a. Reports or minutes of its meetings to the companys board of directors.
b. Formal quarterly report to the companys shareholders and board of directors.
c. Formal annual report to the companys shareholders and board of directors.
d. All of the above are mandatory audit committee reports.
48
1. c.
2. a.
3. b.
4. b.
5. d.
6. d.
7. d.
8. b.
9. d.
10. c.
11. a.
12. d.
13. d.
14. b.
15. b.
16. d.
17. c.
18. b.
19. b.
20. d.
21. a.
22. c.
23. b.
Chapter 6
Review Questions
1. What are the advantages of having a former CFO as CEO?
CFOs tend to focus more on shareholder value creation and enhancement by
considering all aspects of the business whereas CEOs with more marketing or
operations backgrounds have the tendency to focus on growth and cost efficiency.
CFOs pay close attention to metrics and focus on economic value-added
activities and ways to improve performance and generate a return that exceeds the
companys cost of capital.
CFOs may be regarded as investor-friendly because of their financial and
market-analysis experience and attention to investor return on investment and
stock price indicators.
CFOs are better equipped to identify business risk associated with the
companys events and transactions and to assess the challenges and opportunities
presented by the business risk.
2. What are the basic components of executive compensation?
Salary.
Annual incentive compensation.
Long-term compensation.
49
Stock option awards.
Employment contracts, severance, and change of control payments.
3. What does transparency in context to the quality of the financial report mean?
Transparency means that companies provide all information needed by their
shareholders to make decisions.
4. What is an offbalance sheet transaction?
An offbalance sheet transaction is any transaction or contract with an
unconsolidated entity under which the company has:
Any obligation associated with certain guarantee contracts.
A retained or contingent interest in assets transferred to an unconsolidated
entity.
Any obligation including a contingent obligation under a material variable
interest held in an unconsolidated entity.
5. What are the two aspects of critical accounting policies and practices required as
disclosures by the SECs Strengthening the Commissions Requirements Regarding
Auditor Independence?
Accounting estimates made by a company as part of its accounting policies
including quantitative analysis of sensitivity to different assumptions.
The initial adoption of an accounting policy that has a material effect on the
presentation of financial statements.
6. What is a non-GAAP financial measure?
A numerical measure of a registrants historical or future financial performance,
financial position, or cash flows that are included in the most directly comparable
measure calculated and presented in accordance with GAAP.
7. What are the steps taken by public companies and internal auditors to fulfill
their internal control requirements?
Cooperation efforts between management and independent auditors in
documenting ICFR while preserving auditor independence.
Adoption of a suitable evaluation framework for ICFR (e.g. COSO
framework).
Effective oversight function of ICFR by the audit committee.
Establishment of adequate disclosures for reporting on ICFR.
8. What are the types of costs associated with Section 404 compliance?
Two types of costs are associated with Section 404 compliance. The first category
is the cost of compliance of Section 404, SEC implementation rules, and PCAOB
auditing standards to bring internal control effectiveness in line with these
requirements. These costs are viewed as one-time start-up costs that have been
significant for companies with inadequate and ineffective internal control
structure, causing them to spend substantial financial and human resources in
designing, implementing, and operating the required internal controls. The second
category of costs relates to the initial assessment, documentation, attestation, and
reporting on compliance with both Sections 302 and 404. The second category
consists of costs pertaining to ongoing, year-after-year, continuous monitoring of
both the design and operation of internal controls and the continuous
documentation, assessment, testing, and reporting requirements.
50
9. Explain the steps involved in continuous process of improving the effectiveness of
corporate internal control over financial reporting.
Remediation: ensures progress from quick manual fixes to building long-
term sustainable solutions including an automated, streamlined continuous
process.
Sustainability: focuses on sustaining compliance in an ever-changing business
and regulatory environment.
Optimization: leverages knowledge and experience with Section 404
compliance to optimize other critical business processes.
Integration: integrate Section 404 compliance process with other business
processes to improve efficiency and effectiveness of operations and decision
making.
10. Explain the term enterprise risk management.
A process, affected by an entitys board of directors, management, and other
personnel, applied in strategy setting and across the enterprise, designed to
identify potential events that may affect the entity, and manage risks to be within
its risk appetite, to provide reasonable assurance regarding the achievement of
entity objectives.
11. What are the four objectives of enterprise risk management?
Strategic.
Operations.
Reporting.
Compliance.
12. What are the major provisions of the Working Families Tax Relief Act
(WFTRA)?
Tax brackets.
Child tax credits.
Alternative minimum tax.
Qualified child.
13. What are the characteristics of abusive tax shelters?
Lack of meaningful economic risk of loss or potential for gain.
Inconsistent financial and accounting treatment.
Presence of tax-indifferent parties.
Complexity without a reasonable business purpose.
Unnecessary steps or novel investments.
Promotion or marketing of tax benefits as a central component.
Confidentiality.
High transaction costs.
Risk reduction arrangements.
14. What are the tax services provided for an audit client that can lead to an
impairment of auditor independence?
Tax planning or advice involving potentially abusive tax transactions
including listing transactions or confidential transactions under Treasury
regulations.
51
Tax services pertaining to planning or opinion on a transaction based on an
aggressive interpretation of applicable tax rules, laws, and regulations.
Tax compliance and planning services provided to the audit clients senior
officers who oversee the companys financial reporting.
15. What are the qualities of a CFO?
Strategic sense.
Accounting expertise.
Budgeting and planning ability.
Management skill.
Capital market knowledge.
16. Explain the advantages of the having a CFO with CPA certification.
CPAs have a renewed commitment to the public interest and have worked
diligently to develop public trust and investor confidence in financial
reporting and their profession.
They have a longer history of public trust and a well-deserved reputation for
objectivity and honesty.
They have valued continuing education and acquired new knowledge and
skills to meet demands of the workplace and their profession.
They are committed to a high level of professional competence and standards
of ethical conduct and integrity.
They are trusted professionals with the qualifications necessary to add value
to corporate governance.
1. Discuss the possible relationship between CEO performance and their
compensation? Are they overpaid or underpaid?
Anecdotal evidence indicates that corporate executives are highly compensated
regardless of their companys performance, and even when they are forced out of
their positions due to poor performance, they are still paid generously. Executive
compensation is linked to short-term performance instead of long-term
sustainable performance.
2. Executives should be given proper motivation and be paid for their good
performance to create sufficient incentives for outstanding performance, and not be
paid excessively for poor or underperformance. Do you agree with this philosophy?
Substantiate your answer.
Executives should not be paid excessively for poor corporate performance, and proper
incentives should be given to executives to lead the company in the right direction.
Their compensation should be linked to the companys sustainable performance in
creating shareholder value.
3. Explain the importance of the determination of CEO compensation
reasonableness and its link to the companys sustainable performance in the areas of
economic, social, ethical, and environmental activities in general and creation of
shareholder value in particular.
52
The companys board of directors and its representative, the compensation
committee, should develop an effective, rewarding, and reasonable executive
compensation program tailored to achieving the companys mission and strategic
goals, sustainable and enduring performance, and industry considerations. The
contrasting views of investors and directors on reasonableness and relevance of
executive pay suggest: (1) despite recent corporate governance reforms,
management decides who gets on the board and thus directors have incentives to
support pay arrangements that favor senior executives; (2) directors are more
aligned with CEOs than with shareholders; and (3) outsized executive pay will
continue to grow until shareholders are empowered to easily replace directors.
The culmination of these contrasting views between investors and directors may
result in further regulation and increased shareholder activism. Both of these
reactions may have various economic, social, and ethical implications.
4. What, according to you, should be done to face the consequences of the
retirement of the baby-boom generation of financial executives?
Answers may vary. Measures may be taken to ensure that the next generations of
executives are competent and ethical in their duties. Educational and ethical
programs within the company, review of corporate governance programs to
promote their effectiveness, and appointing highly qualified individuals all would
help to improve the competence and ethical awareness of the next generation of
executives.
5. Explain the role of management in the presentation of true financial statements
in conformity with GAAP. Explain the advantages and disadvantages of incentives
used by the management of any company.
Management is primarily responsible for providing a true and fair presentation of
financial statements in conformity with GAAP. In the post-SOX era, management
certifies both internal control reports and financial statements, and is responsible
and legally liable for inaccuracy or incompleteness of financial reports.
Management may have incentive to manage earnings and when provided with the
opportunity may engage in illegitimate and fraudulent earnings management
schemes. Incentives for earnings management can be related to: (1) market
incentives for meeting or exceeding analysts forecasts to prevent significant stock
price declines following announcements that missed earnings estimates;
(2) contractual incentives of maximizing managerial compensation or avoiding
violation of debt covenants particularly when bonus plans and debt agreements
are based on accounting information; (3) regulatory incentives of manipulated
earnings to influence regulatory decisions (deflating earnings to avoid sanctions
for potential antitrust violations); and (4) income smoothing incentives of
reporting steadily increasing earnings to maximize stock prices particularly when
executives are compensated through stock options.
6. Explain how disclosure of financial statements can affect shareholders wealth.
The disclosure of financial statements allows shareholders and other interested
parties to obtain information regarding the financial position of the organization
as of the report date. Shareholders may use this information to help make
investment decisions regarding the organization and to obtain a better
understanding of the industry in which the organization operates.
53
7. Explain the importance of converging IFRS and GAAP.
Convergence of IFRS and U.S. GAAP should benefit the global capital market
primarily because such convergence reduces the differences in global accounting
policies and practices. Convergence in financial reporting standards should
benefit global investors and lenders when global consolidated financial statements
are more comparable.
8. Do you think enterprise risk management is gaining importance in todays
economy?
Answers may vary. Enterprise risk management has recently received
considerable attention and interest from public companies, the business
community, and the accounting profession. Financial scandals of the early 2000s
and recent world events including the September 11th terrorist attacks have
generated more interest in the issue of overall ERM including traditional risks
(e.g., strategic, financial, operational, information security, and reputational).
9. What is meant by the term tax shelter? Can they help investors? Is it right on
the part of the corporation to provide abusive tax shelters to corporations and
individuals? Explain your point of view.
Answers may vary. A tax shelter is a legal method of minimizing or decreasing
taxable income and, therefore, tax liability. Tax shelters can range from
investments or investment accounts that provide favorable tax treatment to
activities or transactions that lower taxable income. Tax shelters not only have
detrimental effects on tax collections, but the stock and the cost of debt prices can
also be affected.
True or False
1. Financial statements should be prepared from the perspective of shareholders.
2. The relationship between CEO pay and their skills is positive and stronger when the
firm does not have a large majority of shareholders.
3. The primary responsibility of the CFO is stewardship over the companys finance.
4. The responsibility of CFOs is to ensure the effectiveness of internal control over
financial reporting.
5. The establishment of and material amendments to the companys long-term incentive
plans require shareholder approval.
6. Stock option awards are classified as long-term incentive plans.
7. Section 404 of SOX requires the principal executive and financial officers of the
company to certify each periodic report filed with the SEC.
8. SEC rules do not require public companies to disclose the aggregate of offbalance
sheet arrangements in categories that increase understanding and discussion of important
effects of the total arrangement.
9. Public companies are required to provide a qualitative and quantitative discussion in
the financial statements of any material changes made to accounting estimates during the
past three years.
10. Section 302 of SOX authorizes the SEC to issue rules requiring public companies to
make public disclosure on a rapid and current basis of their financial information.
54
11. SOX requires public companies to design and maintain adequate and effective
internal controls.
12. The strategic objective of ERM is to obtain effective and efficient use of the entitys
resources.
13. Revenue recognition is one of the financial reporting challenges identified by
Financial Executives International (FEI).
True or False
1. True
2. False
3. False
4. True
5. True
6. True
7. False
8. False
9. True
10. False
11. True
12. False
13. True

1. Corporations have a management team consisting of which of the following:
a. CEO.
b. CFO.
c. Controller.
2. Which of the following is/are responsible for promoting effective functioning,
ethical conduct, and professional behavior throughout the company?
a. CEO.
b. Management.
c. Board of directors.
3. CEO pay is negatively related to skill when:
a. There is no large shareholder to monitor management.
b. The CEO has been paid largely in options and stocks.
c. The firm has a large shareholder.
4. Which of the following is/are special retirement arrangements made available to
senior executives?
a. Deferred compensation plans.
b. Supplemental retirement plans.
c. Retirement packages.
55
5. Section 302 executive certification is signed by:
a. CFO.
b. CEO.
c. Both the CEO and CFO.
d. Neither the CFO nor the CEO.
6. According to Section 302, CFOs and CEOs are responsible for:
a. Establishing and maintaining the companys disclosure controls and procedures.
b. Assessing the effectiveness of the companys disclosure controls.
c. Presenting in the MD&A their conclusions about the effectiveness of disclosure
controls and procedures.
7. Market incentives for meeting or exceeding analysts forecasts, contractual
incentives of maximizing managerial compensation, and income smoothing
incentives are all forms of:
a. Earnings management incentives.
b. Stock price incentives.
c. Regulatory incentives.
d. Insider trading incentives.
8. Incentives for earnings management can be related to which of the following:
a. Regulatory incentives.
b. Market incentives.
9. Which of the following is not a feature of a high-quality financial report?
a. Relevance.
b. Usefulness.
c. Reliability.
d. Opaqueness.
10. SOX directed the SEC to examine the last _______ of its accounting and auditing
enforcement actions (AAEAs) to identify areas of financial reporting that are most
susceptible to fraud, abuse, manipulation, and earnings management.
a. 5 years.
b. 2 decades.
c. 10 years.
d. 4 years.
11. SEC rules require public companies to disclose which of the following items
about their offbalance sheet arrangements and their possible effects?
a. The nature and purpose of the companys offbalance sheet arrangements.
b. The relevance and importance of the identified offbalance sheet arrangements
reasonably likely to result in a termination or material reduction.
c. The likelihood of any known event, demand, commitment, trend, or uncertainty.
12. According to the SEC, accelerated filers are those public companies that have a
public float of at least $75 million and have been subject to the SEC periodic
reporting requirement for at least:
a. 12 months.
56
b. 8 months.
c. 9 months.
13. Which of the following SOX sections are considered directions to the SEC
requiring the issuance of rules regarding conditions for the use of non-GAAP
financial measures?
a. Section 401.
b. Section 409.
c. Sections 401 and 409.
d. Neither Section 401 nor 409.
14. Which of the following SOX sections require management and auditors to test
and report on the effectiveness of internal controls?
a. Section 404.
b. Section 302.
c. Section 401.
d. Section 409.
15. The effectiveness of ERM depends on:
a. The adequacy and effective functioning of its components.
b. Reporting and compliance.
c. The variety of electronic representational media available.
d. The assessed level of inherent risk of a corporation.
16. COSOs ERM framework is developed based all of the following except:
a. Aligning risk appetite and strategy.
b. Enhancing risk response decisions.
c. Reducing operational surprises and losses.
d. Decreasing deployment of capital.
17. All of the following are components of enterprise risk management identified by
COSO except:
a. Risk response.
b. Risk assessment.
c. Internal environment.
d. All of the above are components of enterprise risk management identified by
COSO.
18. Which of the following is not helpful in transparency of financial reporting?
a. Working with the audit committee and management.
b. Providing assurance on financial information used by the companys
management.
c. Participating in the development of nonfinancial measures with other participants
in the financial reporting process (e.g. customers, suppliers).

1. d.
2. a.
3. a.
4. d.
57
5. c.
6. d.
7. a.
8. c.
9. d.
10. a.
11. d.
12. a.
13. c.
14. a.
15. a.
16. d.
17. d.
18. b.
Chapter 7
Review Questions
1. Explain the categories of the fundamental provisions of the Sarbanes-Oxley Act
of 2002.
Corporate governance.
Financial reporting.
Audit functions.
Federal securities law enforcement.
Others (e.g., legal counsel, financial analysts).
2. Explain the financial reporting provisions of SOX and SEC-related rules.
Certification of financial statements and internal controls by CEOs and CFOs.
Disclosure of offbalance sheet transactions.
Disclosure pertaining to the use of non-GAAP financial measures.
Disclosure of material current events affecting companies.
Mandatory internal control reporting by management.
A study of principles-based accounting standards.
Convergence of accounting standards.
Recognition of adequate funding for the FASB as an accounting standard-
setting body.
Oversight function of the FASB by the SEC.
3. What is one fundamental objective of SOX?
One of the fundamental objectives of SOX is to restore investor confidence in
corporate America, its financial reporting, and capital markets by enhancing the
reliability and integrity of audit functions and the audit process as well as the
credibility of audit reports.
4. Explain the Fair Funds Provision of SOX.
It empowers the SEC to obtain civil penalties resulting from enforcement cases
and add them to disgorgement funds to compensate investors who suffer losses
due to securities law violations.
58
5. What are the four divisions of the SEC?
The Division of Corporate Finance.
The Division of Market Regulation.
The Division of Investment Management.
The Division of Enforcement.
6. Explain the blackout period.
The blackout period is defined as any period of more than three consecutive
trading days during which the ability of at least 50 percent of the participants or
beneficiaries of the companys account plans to trade (purchase, sell, acquire, or
transfer) any equity security of the plans is temporarily suspended by the
company or by a fiduciary of the plans.
7. Explain the composition of the PCAOB.
The PCAOB functions under SEC oversight, consisting of five members where
two of them are certified public accountants (CPAs), chaired by a member who
has not practiced as a CPA for at least five years prior to appointment.
8. What is SAS No. 99 and what are its requirements?
SAS No. 99 titled Consideration of Fraud in a Financial Statement Audit
provides risk factors broken into the fraud pyramid of incentives/pressures,
opportunities, and attitudes/rationalizations. SAS No. 99 states that absolute
assurance is not attainable and thus even a properly planned and performed audit
may not detect a material misstatement resulting from fraud. SAS No. 99
requires auditors to:
Approach every audit with professional skepticism.
Discuss among the audit team members regarding the risks of material
misstatement due to fraud.
Identify fraud risk and management incentives, opportunities, and ability to
rationalize occurrence of fraud.
Design audit tests responsive to the risks of fraud.
SAS No. 99 requires that auditors place an increased emphasis on discovering
financial statement fraud.
9. What are some of the advantages of complying with SOX?
The mentioned benefits of compliance with SOX in the order of importance are:
(1) stronger internal controls; (2) improved accountability of individuals involved
in operations and financial reports; (3) reduced risk of financial statement fraud
and better fraud safeguards; (4) reduced errors in financial operations and
financial statements; (5) improvements in the accuracy of financial reports;
(6) empowerment of boards of directors, particularly audit committees; and
(7) enhancements of investors view of public companies.
10. What is the objective behind cooperation and coordination of the SEC and
CESR?
Identify and address emerging risks in the EU and U.S. markets at an early
stage.
Discuss potential regulatory projects to facilitate converging ways of
addressing common issues.
59
Set priorities for discussion and collaboration between the two bodies
including market structure issues, the role and responsibility of credit rating
agencies and analysts, and mutual fund regulation.
11. Explain the role of courts in corporate governance. Also explain the two views on
the role of courts.
The role of courts in corporate governance and corporate internal affairs is
determining and interpreting fiduciary duties of its participants, particularly
directors and officers.
The contractarianists view the corporations as a nexus of contracts that
establishes a set of private contractual relationships among all corporate
governance participants including providers of capital and services.
Anticontractarianists argue that a corporation is not a typical contract subject
to extensive government regulation and view the corporation as a concession of
the state.
1. What do you think about this perception that the majority of corporate
executives believe that the emerging corporate governance reforms, including
SOX, provide standards and measures for corporate compliance, but there is no
adequate training, education, or standards for individuals who carry out
compliance? Substantiate your answer.
Regulators understand that provisions cannot be too exhaustive, due to the
dynamic nature and diversity of the many public companies under such
provisions. As corporate governance reforms continue to follow a more
principles-based approach to regulation as opposed to a rules-based approach,
organizations should consider adopting some of the corporate governance best
practices outlined by the Conference Board, American Law Institute, American
Bar Association, and institutional investors. Adopting corporate governance best
practices may aid an organization to comply with various corporate governance
reforms. In addition, corporate executives may find it beneficial to engage the
services of outside counsel to comply with reforms. These two measures may
allow the organization to understand various provisions, and therefore be able to
comply more adequately with those provisions.
2. The recent wave of financial scandals indicates that regulators are often slow in
responding to those scandals, bringing enforcement actions against corporate
wrongdoers, and preventing widespread effects of aversion towards the scandal. Do
you agree with the given statement? Why?
Regulators are often slow in responding to corporate scandals because of the
political and regulatory bureaucratic process involving these scandals. In these
situations, the state attorney general can be very effective in the early
investigation of corporate wrongdoing. For example, the timely activities of New
York Attorney General Eliot Spitzer had a significant impact on the mutual fund
industry and its operations. Typically, following the announcement by Spitzer
regarding possible investigation, the concerned companies would agree to pay
fines for bad practices and correct their operations (e.g., 2002 Merrill Lynch
analysts practices). Spitzers investigation into the mutual fund industry began in
60
late 2003, but it was not until early 2004 that the SEC issued independence rules
for mutual funds that were subsequently appealed by the industry. Congress then
requested that the SEC revisit its mutual fund rules.
3. Do you feel the concept of best practices helps the effectiveness of corporate
governance? Explain how.
Best practices can be used as benchmarks to determine the best way to improve
business processes and corporate governance by following the means by which
leading organizations achieve excellence performance. Corporate governance may
become more robust as a result of the adoption of best practices designed to
improve corporate governance structure and operation.
4. Can SOX and other corporate governance provisions be beneficial for nonpublic
companies even though they are not obligated to comply with such provisions?
Explain your answer.
SOX and other corporate governance provisions can be very beneficial to private
companies that have no intention of going public. Furthermore, SOX has become
so pervasive that many stakeholders of private companies demand that they
conform to some of the provisions of SOX. Some of the less cumbersome
provisions of SOX relevant to nonpublic companies are: (1) improving their
corporate governance by creating an appropriate balance of power-sharing
between owners, management, and auditors; (2) improving the quality of their
financial reports; (3) strengthening their code of business conduct; (4) prohibiting
loans to their officers; (5) enhancing their communications with their shareholders
and other constituencies through holding conference calls, meeting with them, or
distributing periodic quarterly and annually financial statements; (6) increasing
the effectiveness of the board oversight function through establishing an
independent audit committee to oversee financial reporting, internal controls, and
audit activities; and (7) improving their ICFR by implementing some of the key
provisions of SOX 404 including internal control reports by management and
audit reports by the independent auditor.
5. How do companies encourage compliance with rules and regulations established
by regulatory bodies within the corporate governance structure?
Companies should comply with comprehensive, transparent, and fair rules,
regulations, and standards; enforce these rules, regulations, and standards; and
impose equitable penalties for their violations. An effective compliance function
reduces incentives for misconduct, reduces conflicts of interest, and encourages
ethical and professional conduct.
6. How does the regulatory and legal environment of a country shape the corporate
governance structure?
When market correction mechanisms are ineffective, government intervention is
necessary. Government intervention can be endorsed on several levels: local,
regional (state), and federal (in all three branches: executive, judicial, and
legislative). A countrys regulatory and legal environment shapes how these
reforms are mandated.
61
7. Describe the impact of regulatory conflicts and overload on the long-term
attractiveness and global competitiveness of the U.S. capital markets.
The U.S. approach to corporate governance is regarded as a regulatory-led system
that provides high standards of protections for investors influenced by policy
makers, regulators, stock exchange listing standards, and state law. These
regulations must be cost-effective, efficient, and scalable to promote best
practices of corporate governance. Any regulatory conflicts or overregulations can
significantly increase compliance costs, have detrimental effects on the long-term
attractiveness of U.S. capital markets, and put the markets at a global competitive
disadvantage. For foreign companies, with a low number of U.S. equity
shareholders, the compliance costs with strict regulations can outweigh the
benefits of listing on U.S. capital markets and cause these companies to
deregister.
True or False
1. Section1103ofSOXauthorizestheSECtoobtainatemporaryordertoescrow
extraordinarypaymentsbythecompanytoitsdirectorsandofficers.
2. OneofthegoalsoftheSECistofosterinformedinvestmentdecisionmaking.
3. TheDivisionofCorporateFinanceestablishesandmaintainsstandardsforfair,
orderly,andefficientcapitalmarkets.
4. TherulesestablishedbytheSECdonothaveasignificantimpactonthecorporate
governancestructureofpubliccompanies,butdohaveanimpactonthatoftheprivate
companies.
5. TheSECdoesnothaveanypowerstobringcivilenforcementactionsagainstthe
individualswhoviolateitsrulesandsecuritieslaws.
6. TheSECrequireseachoftheselfregulatoryorganizations(SROs),includingthe
NYSEandNasdaq,toreviewtheadequacyoftheirgovernancepractices.
7. ThePCAOBdoesnothaveanypowerstoinvestigateregisteredpublicaccounting
firmsandtheirpersonnelforpotentialviolationsofapplicablelaws,rules,and
regulations.
8. TheU.S.SentencingCommission(USSC)guidelineshavebeenusedbycompanies
asabenchmarkforreducingtheriskofsignificantpenaltiesifaviolationofalaw
occurs.
9. TheSECrequiresmutualfundstoestablishcertaingovernancepractices.
10.Investmentprotectionprinciples(IPPs)donotrequirebroker/dealerswhotrade
securitiesonthefundsbehalftoestablishamonitoryprocesstoensurecompliancewith
theIPPs.
11.IPPsrequireinvestmentmanagerstodisclosetheamountofcommissionpaidto
broker/dealers.
12.Courtsplayaroleincorporategovernancebyinterpretingimplicationsand
applicabilityofcorporategovernancemeasures.
13.Onecorporategovernancerecommendationisthattheboardofdirectorsshould
developastructurethatestablishesanappropriatebalanceofpowersharingbetween the
CEO and the independent directors.
62
14.Shareholderactivismcanincreaseagencycostsbypromotingeffectivecorporate
governanceprinciplesandmonitoringcompliancewithcorporategovernancebest
practices.
True or False
1. True
2. True
3. False
4. False
5. False
6. True
7. False
8. True
9. True
10.False
11.True
12.True
13.True
14.False

1. The primary focus of SOX was to improve the _________ of public financial
reports.
a. Reliability.
b. Quality.
c. Transparency.
2. The PCAOB functions under the SEC oversight consist of:
a. Two CPAs, chaired by a member who has not practiced as a CPA for at least five
years prior to appointment.
b. One CPA, chaired by a member who has not practiced as a CPA for at least five
years prior to appointment.
c. No CPAs, but chaired by a member who has not practiced as a CPA for at least
five years prior to appointment.
3. PCAOB governance, budget, and operations are designed in such a manner to
maintain its:
a. Dependence on public accounting firms and the federal government.
b. Independence from public accounting firms and the federal government.
c. Either independence or dependence on public accounting firms and the federal
government.
d. Neither independence nor dependence on public accounting firms or the federal
government.
63
4. The PCAOB is authorized to register:
a. Only U.S. public accounting firms auditing U. S. public companies.
b. Only non-U.S. public accounting firms auditing U.S. public companies.
c. Both U.S. and non-U.S. public accounting firms auditing U.S. public companies.
d. Neither U.S. nor non-U.S. public accounting firms auditing U.S. public
companies.
5. Inspection reports including violations may be made available to the public if
concerns and issues included in the reports are not properly addressed by the
accounting firm within:
a. 6 months after the date of the inspection report.
b. 12 months after the date of the inspection report.
c. 10 days after the date of the inspection report.
d. Immediately after the date of the inspection report.
6. By launching its new accounting culture, the AICPA plays which of the following
roles:
a. A standard-setting role.
b. A fraud prevention and detection liaison role.
c. An educational role.
7. The FASB has been criticized for which of the following:
a. Being too slow to respond to emerging changes in the business environment.
b. Developing broad accounting concepts.
c. Providing standards for financial reporting.
d. Providing guidance on the implementation of standards.
8. The primary responsibility of the CESR is to:
a. Issue standards and guidance.
b. Promulgate standards.
c. Issue implementation guidance.
9. Which of the following is/are the duty/duties of the SEC:
a. Enforce rules and laws.
b. Interpret federal securities laws.
10. The investment protection principles require broker/dealers who trade securities
on the Funds behalf to:
a. Sever the link between compensation for analysts and investment banking.
b. Prohibit investment banking contribution (input) into analyst compensation.
c. Establish a review committee to approve analysts research recommendations.
11. The effectiveness of corporate governance depends on:
a. Compliance with state and federal statutes.
b. Compliance with listing standards.
c. Compliance with best practices recommended by investor activists and
professional organizations.
64
12. Institutional investors may not fully exercise their corporate governance
oversight function and monitoring controls because:
a. Pension fund managers are typically the ultimate beneficiaries of the wealth
generated by corporations.
b. They may have strong incentives to engage in monitoring of the companys
affairs.
c. Such monitoring engagements are with costs.
d. Fund managers may be reluctant to incur these monitoring costs.

1. d.
2. a.
3. b.
4. c.
5. b.
6. d.
7. a.
8. d.
9. c.
10. d.
11. d.
12. d.
Chapter 8
Review Questions
1. What are the recommendations made by the IIA to the SEC and the PCAOB in
improving the effectiveness of Section 404 compliance?
Consideration of the importance of enterprise-wide risk management in
improving corporate governance rather than just ICFR.
More-detailed guidance regarding managements assessment of internal
controls.
More-detailed guidance on the quarterly Section 302 management assessment
process and reporting on management corrections of reported material
weaknesses.
Clarification of principal evidence and additional guidance regarding key
issues such as a vigilant board of directors and management overrides.
Increasing the cost effectiveness of compliance with provisions of SOX by
clarifying SEC implementation rules and providing better communication
between the audit committee, external auditors, and management.
Creation of appropriate balance between the focus on compliance with Section
404 and other enterprise-wide risks affecting all aspects of corporate governance.
2. What does the Conference Board recommend regarding the establishment of an
internal audit function in an organization?
All public companies should have an internal audit function.
65
3. Why is the establishment and maintenance of an internal audit function crucial
to the effectiveness of a companys corporate governance in achieving its goal of
creating shareholder value and protecting stakeholder interests?
The internal auditors add value and improve an organizations governance. The
Sarbanes-Oxley Act, SEC related-rules, listing standards, and professional
organizations all directly or indirectly recognize the important role of the internal
audit.
4. What are the areas in which SEC rules permit internal audit outsourcing to the
clients independent auditor?
Operational internal audits that are not related to internal accounting controls,
financial systems, or financial statements.
Nonrecurring assessment of discrete items or other programs unrelated to
outsourcing of the internal audit function.
5. What are the factors to be considered by the internal auditors when supporting
and consulting management to comply with Section 302 and 404?
Consulting management on internal control activities compliance does not
impair the internal auditors independence and objectivity.
Making key management decisions in the compliance process impairs the
internal auditors objectivity and independence.
Having responsibility for specific operations or participation in directing key
management decisions impairs the internal auditors objectivity and
independence.
The design, implementation, and drafting procedures for internal controls to
comply with Sections 302 and 404 impair the internal auditors independence and
objectivity.
Recommendation of standards for internal controls or review of internal
control procedures does not impair the internal auditors objectivity and
independence.
Devoting a significant amount of effort to consult with management on
Sections 302 and 404 compliance can deplete internal auditors resources and
deviate their attention from other value-adding activities.
6. Explain the steps involved for the establishment or improvement of an effective
internal audit function.
Appoint the right person to be the chief audit executive (CAE). The audit
committee of the board of directors is directly responsible for the
appointment, compensation, and, when necessary, the dismissal of the
companys CAE.
Establish a written audit charter. The internal audit charter should specify the
purpose, authority, and responsibility of the internal audit function as an
integral component of corporate governance in adding value to the companys
Develop an audit strategy. The internal audit function should have a sound
audit strategy that adds value to the companys operations in risk
management, financial reporting, internal controls, and governance processes.
Implement the audit strategy. Effective implementation of the internal audit
strategy requires proper audit plans, sufficient resources including ethical,
66
highly specialized, and competent staff, commitment from senior
management, and approval of the audit committee.
Establish quality assurance and performance evaluation. To ensure a high-
quality internal audit function it should be evaluated annually.
7. Discuss the responsibilities of the internal audit function.
The internal audit function is responsible for providing assurance that the
companys operations, risk assessment, internal controls, financial reports, and
governance processes as designed and implemented by management are adequate
and effective to ensure:
Management operations are efficient.
Both operational and financial risks are identified, managed, and monitored.
Proper communication and interactions exist between all corporate
governance participants.
Key operational, managerial, and financial information is accurate, timely, and
reliable.
The company is in compliance with applicable laws, regulations, rules, and
standards.
Employees adhere to internal policies as well as external regulations.
Resources are safeguarded and used efficiently.
Managerial programs, plans, and objectives are effectively achieved.
The internal audit function uses appropriate risk-based audit methodology.
The established annual audit plan is effectively implemented.
A professional internal audit staff is maintained with adequate skills,
knowledge, education, certification, and experience.
An appropriate quality assurance program is established to assess the
effectiveness of the internal audit function.
A continuous improvement process is implemented.
External and internal audit activities are properly coordinated to ensure
adequate coverage and prevent duplication.
Codes of corporate ethics are complied with.
The audit committee receives periodic reports on internal audit activities and
significant financial and internal control processes.
8. Explain the three sets of mandatory standards for Professional Practice of
Internal Auditing (SPPIA).
Attribute standards specifying appropriate features of individual auditors or
audit functions performing internal auditing.
Performance standards regarding the performance of internal audit
engagements.
Implementation standards describing attribute and performance standards and
how they can be applied to the specific types of audits.
9. What are the best practices that should be implemented by organizations
according to PricewaterhouseCoopers?
PwC suggests that internal auditors best practices include the following:
Build an adequate internal audit staff to support the needs of business.
Structure the internal audit function on a fluid and flexible framework.
67
Design an enterprise-with-riskbased audit program.
Broaden audit scope to address third-party and vendor risk.
Combat fraud by advocating ethical conduct throughout the organization.
Manage information systems risk proactively.
10. What purpose does the written audit charter serve for the company?
The internal audit charter should specify the purpose, authority, and responsibility
of the internal audit function as an integral component of corporate governance in
adding value to the companys sustainable performance.
11. What authoritative rights should be granted to the internal audit function and
the CAE?
Full and free access to the companys audit committee.
Unrestricted access to the companys records, documents, property, and
personnel.
Authority to determine the scope, nature, extent, and timing of internal audit
activities.
Access to plans that have already been approved by the audit committee.
Authority to review risk assessment, internal controls, compliance, financial
reporting, and governance processes.
Authority to provide consulting services to corporate governance participants
including directors, executives, and key financial personnel.
Authority to assist the audit committee in its oversight responsibilities relevant
to financial reporting and audit activities.
Authority to discuss initiatives, policies, and procedures regarding risk
assessment, internal controls, compliance, financial reporting, and governance
processes with management and other corporate governance participants.
1. A close working relationship between the audit committee and internal auditors
can improve the effectiveness of corporate governance. Do you agree with this
statement? Substantiate your answer.
Answers may vary. First, the independence and objectivity of internal auditors can
be enhanced when they report their findings directly to the audit committee. The
internal audit function should be independent in the sense that auditors maintain
their: (1) planning independence in determining scope and audit planning: (2)
investigating independence in conducting the audit and performing audit
procedures; and (3) reporting independence in communicating audit findings to
senior management and the audit committee. Second, the prestige and status of
internal auditors can be strengthened when they work with management at all
levels. Third, internal auditors have the potential to be a significant source of
assistance to the audit committee to effectively fulfill their oversight
responsibilities in functions such as financial reporting, internal controls, risk
management, external audit, whistleblowing, ethics, and taxes.
2. How can an audit committee contribute to the success and effectiveness of
internal auditors and the achievement of their value-adding activities?
By ensuring that internal auditors have:
68
Sufficient independence from management by reporting to and being held
accountable to the audit committee.
Adequate resources, competence, and focus to assess the companys internal
controls and enterprise risk management.
Proper knowledge of the companys corporate governance, internal control,
financial reporting, and audit activities.
The mechanisms and confidence to bring forward controversial financial
reporting issues.
A process for communicating directly with the companys audit committee on
a regular and timely basis.
Access to the audit committee to discuss concerns related to management
activities, financial reporting risk, and fraudulent financial reporting.
3. In your opinion, why are there no regulations that require internal audit
assurance reports?
Answers may vary. Internal auditors provide information to management based on
the information needs of executives and decision makers within the organization.
If such a process were regulated, then the information provided by internal
auditors could become more standardized to comply with applicable laws. This, in
turn, could cause such information to be less effective for managers. Thus,
regulation in the internal audit process may not be helpful to effective decision
making within the organization, especially since regulations are already in place
for external reporting and independent audit behavior.
4. In what ways does the internal audit department add value to an organization?
Internal auditors may improve the effectiveness of their organizations governance
by assisting management in assessing internal controls and enterprise risk
management, identifying their material weaknesses, and making suggestions to
management for their improvements.
5. What factors have led to the transformation of the IIAs definition of internal
auditing? Research your answer.
Internal auditors have made impressive progress during the past several decades.
The focus of internal auditing shifted away from appraisal and compliance
activity toward objective assurance and consulting activities. There was a shift
from serving management to serving the organization to corporate
governance. The role of internal auditors changed from providing management
with input and objective feedback to participating directly in decision making.
6. What are the benefits and negative results of outsourcing the internal audit
function?
Answers may vary. Some benefits from outsourcing may include: increased
competency of the internal audit function; enhanced independence of internal
auditors; and competitive performance from the internal audit firm. Negative
results of outsourcing may include: privacy concerns; control over information;
lack of flexibility; and lack of positive externalities experienced in other areas of
the organization due to in-house internal audit services.
7. The role of internal auditors has evolved from performing traditional appraisal
activities and audit functions of evaluating internal controls to being considered an
important component of corporate governance by adding value to organizations by
69
improving operations. Is the given statement true or false? Substantiate your
answer.
Answers may vary. Internal auditors now focus on adding value to their
organizations in performing a variety of assurance-related functions by providing
assistance to: (1) the audit committee in effectively discharging its oversight
responsibilities; (2) management in making business decisions, assessing
enterprise risk management, certifying internal controls and financial statements,
and identifying and preventing problems and potential risks; and (3) the
independent auditor in performing their assurance and integrated audit functions.
Thus, the given statement is true.
8. Explain how internal auditors expertise in internal control can ensure
effectiveness of the corporate governance structure.
Internal auditors can identify areas within the organization that may need
corporate governance improvement, suggest means for improving corporate
governance in those areas, and evaluate the efforts of management in improving
the effectiveness of corporate governance.
True or False
1. The purpose of performance evaluation is to improve the quality of the internal audit
function and provide a basis for promotion, advancement, and compensation.
2. Development and practice aids usually offer training and education on emerging
developments in internal auditing consisting of courses, research reports, and continuing
education seminars.
3. The internal audit function under the direct oversight of the audit committee is
responsible for providing assurance that the companys operations, risk assessment,
internal controls, financial reports, and governance processes as designed and
implemented by management are adequate and effective to ensure key operational,
managerial, and financial information is accurate, timely, and reliable.
4. Independent auditors are prohibited from performing internal auditing outsourcing
services for nonpublic company audit clients.
5. The Conference Board recommends that all public companies have an internal audit
function.
6. The decision of whether to establish and maintain an internal audit function or
outsource the internal audit function should be made by the companys shareholders,
audit committee, management, legal counsel, and independent auditor.
7. The internal auditors role is regarded as a value-adding function to improve
managerial and employee performance while preserving their independence and
objectivity.
8. Internal audit activities should be viewed as a value-added function within the
organizations corporate governance with sufficient resources to carry out their assigned
responsibilities.
9. SOX directly addresses internal auditor responsibilities or internal audit functions.
10. The success of corporate governance depends on the effectiveness of all corporate
governance functions.
11. Under Sections 302 and 404 of SOX, management is authorized to delegate its
responsibilities to the internal auditors.
70
12. The term service mentioned in definitions of internal auditing as provided by the
IIA initially in 1947, and subsequently in 1981 and 1999, implies that internal auditing is
a line activity rather than a staff within the organization.
13. The majority of U.S. MNCs rated security and privacy, timing and timeliness, control,
and ability to deal with compliance issues as important and highly effective in making
decisions to outsource financial functions.
14. Value driver identification including gathering information about value drivers of
internal audit is the third phase in the four-phase plan suggested by PwC.
True or False
1. True
2. True
3. True
4. False
5. True
6. False
7. True
8. True
9. False
10. True
11. False
12. False
13. True
14. False

1. Which of the following is the second step in the process of establishment or
improvement of an effective internal audit function?
a. Establish quality assurance and performance evaluation.
b. Develop an audit strategy.
c. Establish a written audit charter.
d. Appoint the right person to be the CAE.
2. Which of the following statements is true regarding the internal audit functions
of a publicly held company?
a. Listing standards require an internal audit function.
b. The internal auditor may also be the external auditor.
c. The internal audit department only reports to the audit committee.
3. Which of the following is not a step in establishing or improving an effective
internal audit function?
a. Establish quality assurance and performance evaluation.
b. Develop an audit strategy.
c. Establish a verbal audit charter.
d. Appoint the right person to be the CAE.
4. What is the primary purpose of the CAE?
71
a. Effectively supervise and administer the internal audit.
b. Socialize with the external auditors to ensure positive reporting.
c. Be the sounding board of the audit committee.
d. Hire and fire the accounting personnel of the company.
5. What is found in the audit strategy?
a. Scope, nature, procedures, and timing of all internal audit activities.
b. Procedures and timing of all internal audit activities and the fees associated with
the audit.
c. Scope and nature of all internal audit activities and the fees associated with the
audit.
d. Fees associated with the audit.
6. The four principles of the IIA code of ethics are:
a. Integrity, objectivity, confidentiality, and competency.
b. Integrity, objectivity, independence, and competency.
c. Integrity, independence, confidentiality, and authority.
d. Integrity, objectivity, confidentiality, and independence.
7. To maintain their independence and objectivity, internal auditors should refrain
from:
a. Making decisions on behalf of management.
b. Financial reporting.
c. Providing consulting services.
d. Compliance with applicable laws, rules, and regulations.
8. Which of the following statement does not adequately describe the IIA?
a. The IIA is a well-recognized organization representing more than 102,000
members throughout the world.
b. The IIA is viewed as the national voice of internal auditors through its issuance of
the International Standards for the Professional Practice of Internal Auditing.
c. The IIA has played an important role in improving corporate governance, internal
control, and financial reporting.
d. The IIA has adopted a Professional Practices Framework (PPF) that includes new
and updated internal auditing standards.
9. Which one of the following is not a recommendation issued by the IIA to the
SEC?
a. The consideration of the importance of enterprise-wide risk management in
improving corporate governance rather than just internal control over financial
reporting.
b. More-detailed guidance regarding managements assessment of internal controls.
c. More-detailed guidance on the quarterly Section 302 management assessment
process and reporting on management corrections of reported material
weaknesses.
d. Until all SOX implementation issues have been effectively ironed-out, there
should be a decrease in the communication among management, audit committee,
and external auditors.
72
10. Which of the following is not an element of internal auditing as defined by the
IIA?
a. Service.
b. Focus on objectivity.
c. The role of internal auditors.
d. Financial reporting.
11. SOX prohibits independent auditors from performing which services for their
client?
a. Financial reporting.
b. Providing certain internal auditing outsourcing activities contemporaneously with
audit services.
c. Improving the internal audit function.
d. Establishing and maintaining an internal audit function.
12. Which of the following is not rated as important and highly effective in making
decisions to outsource financial institutions?
a. Timing and timeliness.
b. Security and privacy.
c. Ability to deal with compliance issues.
13. Audit committees should utilize internal auditor services in fulfilling their
oversight responsibilities over:
a. Financial reporting.
b. Internal controls.
c. Audit activities.
14. The IIAs 2004 Position Paper suggests which of the following activities of
internal auditors to support their companys project to comply with Sections 302
and 404?
a. Project oversight.
b. Consulting and project support.
c. Ongoing monitoring and testing.
15. PricewaterhouseCoopers suggests that internal auditors best practices should
include all of the following except:
a. Build an adequate internal audit staff to support the needs of business.
b. Structure the internal audit function on a fluid and flexible framework.
c. Narrow the audit scope to address third-party and vendor risk.
Design an enterprise-with-riskbased audit program.
1. c.
2. a.
3. c.
4. a.
5. a.
6. a.
7.a.
73
8. b.
9. d.
10. d.
11. b.
12. d.
13. d.
14. d.
15. c.
Chapter 9
Review Questions
1. How can an effective audit function be achieved?
An effective audit function is achieved by improving the following:
Auditor selection and client acceptance processes.
Audit quality and its relation to audit fees.
Evidence-gathering procedures.
Integrated audit approach.
Auditor independence.
Audit and nonaudit services.
Audit opinion.
2. Explain the term expectation gap in auditing.
Expectation gap is the difference between what the investing public and other
users of audited financial statements believe the responsibilities of auditors are
and what auditors are willing to assume as responsibilities according to their
professional standards.
3. Explain the initiatives to be taken to improve audit quality as well as the
transparency of the audit process and report.
Publication of audit engagement letters.
Shareholder rights to question auditors.
Publication of auditor resignation statements.
Lead partners signature on audit reports.
Annual shareholder annual ratification of the audit firm.
4. What are the structural factors of accounting that provide opportunities for bias
to influence judgment?
Ambiguity.
Attachment.
Approval.
5. What is the underlying basis of audit firm rotation?
To reduce the likelihood of economic ties and friendship with clients, public
accounting firms must be rotated and clients must be prohibited from rehiring the
accounting firm at the end of the contract for a given period of time.
6. Explain the pass/fail approach utilized by the current auditing model.
The pass/fail approach states whether financial statements are presented fairly in
conformity with GAAP (pass) or not (fail) without providing any information
regarding the quality of audited financial statements.
74
7. What are the three categories in which internal control deficiencies are classified
according to Auditing Standard No. 2?
Inconsequential deficiencies.
Significant deficiencies.
Material weaknesses.
8. Explain the different types of opinions on internal control over financial
reporting.
Unqualified opinionAn unqualified opinion can be rendered when there are
no identified material weaknesses in ICFR and no scope limitations.
Adverse opinionAn adverse opinion should be rendered when there are
significant deficiencies in the companys ICFR that result in one or more
material weaknesses.
Qualified/disclaimer opinionA disclaimer of opinion should be given when
there is a scope limitation and the auditor cannot express an opinion on
managements assessment of the effectiveness of the companys ICFR.
9. What are the four tests used to classify tax planning as aggressive?
The auditor provides any service related to the plan or opinion.
The idea was not initiated by the client.
A significant purpose of the idea was to avoid taxes.
The plan has a less than 50-50 chance of prevailing if challenged by the IRS.
10. Explain several of the steps followed by the PCAOB for its inspection process.
Selecting the audit clients based on the PCAOBs assessment of the likelihood
of material misstatements or significant audit deficiencies.
Reviewing aspects of the selected audits by each firm.
Choosing the engagements to review according to the PCAOBs criteria.
Retraining the accounting firm to limit or influence the engagement selection
process or any other aspect of inspection review.
Reviewing the selected audit clients financial statements and certain SEC
filings.
11. Explain the importance of the inspection report.
It improves audit effectiveness by identifying and requiring resolution of audit
failures.
It identifies and properly addresses emerging and common accounting and
auditing issues.
It improves the audit firms system of quality control and evidence-gathering
procedures.
It assists the PCAOB in establishing appropriate auditing, quality control, and
ethics standards.
It enhances public trust and investor confidence in the auditing profession.
12. How are PCAOB enforcement investigations coordinated with those of the SEC?
The PCAOB staff meets frequently with the SEC staff.
The PCAOB staff attends SEC testimony of auditors.
The SEC staff sits in on PCAOB testimony without asking questions.
13. When does the audit committee monitor auditor independence and why?
The committee monitors auditor independence during:
75
The appointment process by being directly responsible for hiring, firing,
compensating, and overseeing the work of the auditor.
The planning stages of the audit to ensure that management is not influencing
the audit plan or scope of the audit.
The evidence-gathering phase of the audit to ensure that the auditor has access
to all information, records, schedules, and financial statements, and the scope
of the audit was not limited.
The reporting phase to ensure auditor judgment and opinion were not
influenced by management or a sense of loyalty to the company.
14. How can the audit committee ensure proper disclosures of auditor
independence?
The committee ensures proper disclosures by receiving auditor independence
confirmation from the companys independent auditor prior to the filing and
distribution of audited financial statements.
15. Explain the term auditor independence and the principles it is based on.
Auditor independence is defined as freedom from those pressures and other
factors that compromise, or can reasonably be expected to compromise, an
auditors ability to make unbiased and objective audit decisions. It is based on
three basic independence principles:
Auditors cannot be part of management or its team.
Auditors cannot audit their own works.
Auditors cannot serve in advocacy roles as specified by the SEC.
16. Explain the dual testing of controls and substantive tests.
It is an integrated audit approach in which auditors test controls at both the entity-
level and the transaction-level along with substantive tests.
17. What are the four aspects of the financial reporting process that are targeted by
SOX as needing improvement?
Misstatements or omissions in financial statements.
Internal control deficiencies.
Accounting estimates.
Fraud.
18. What are the six steps for the effective assessment of company-level controls?
Engage in gap remediation and continuous improvements.
Test the effectiveness of company-level controls.
Document and assess company-level controls.
Obtain input on the design and operation of company-level controls.
Build an assessment structure for company-level controls.
Define the project plan and key milestones.
19. Which three boards in the United Kingdom look after the auditing profession
and auditing standards?
Professional Oversight Board (POB), formerly Professional Oversight Board
for Accountancy (POBA).
Auditing Practices Board (APB).
Accountancy Investigation and Discipline Board (AIDB).
20. Explain Auditing Standard No. 3: Audit Documentation.
76
AS No. 3 governs audit documentation by requiring the auditor to prepare and
maintainfor at least seven yearsaudit documentation in sufficient detail to
support the conclusion reached in their reports.
21. What is the PCAOB proposed standard on auditor independence and what
circumstances consider auditor independence impairment?
The PCAOB proposed standard on auditor independence identifies four
circumstances that would be considered an impairment of auditor independence
when performing tax services for their audit clients. These circumstances are:
Registered auditors perform tax services on contingent fee arrangements for
their audit clients.
Auditors provide aggressive tax planning.
Auditors perform aggressive tax shelters.
Auditors provide tax services to top executives of audit clients.
1. The public trust in auditors judgments and reputation is vital in regarding the
audit function as value-added services that lend credibility to published financial
reports. Do you agree or disagree with the given statement? Explain your answer.
The audit function is considered value-added when it lends credibility to
published financial statements by reducing the information risk associated with
those statements. When auditors provide assurance services, they are providing
their opinion by utilizing their professional judgment. Public trust in such a
judgment depends on the reputation of the auditor and the firm with which he or
she is employed. If the public does not trust the reputation of the firm or the
judgment of the auditor, questions may arise regarding the accuracy of the object
of assurance. Thus, if the auditor or firm is considered to be untrustworthy, their
services may not be considered value-added or helpful to the organization or its
stakeholders.
2. According to the author, an auditor has two responsibilities: to express and opine
on the true and fair presentation of financial statements in conformity with GAAP,
and at the same time, to assess the quality of the reports. Do you feel it is possible for
an auditor to discharge both duties? Explain your answer.
This audit function can be achieved by improving the following: (1) the auditor
selection and client acceptance process; (2) audit quality and its relation to audit
fees; (3) evidence-gathering procedures; (4) the integrated audit approach;
(5) auditor independence; (6) audit and nonaudit services; and (7) the audit
opinion.
3. Confidence and public trust in auditors have been reduced due the concern that
auditors serve the interests of management who write their checks rather than the
shareholders who eventually pay their fees. Do you agree or disagree? Explain your
answer.
The wave of financial scandals along with financial restatements by high-profile
public companies and related audit failures eroded public trust and investor
confidence in financial reports and audit functions. Many concerns have been
raised regarding the challenges confronting the accounting profession in the
aftermath of these scandals and the related regulatory responses. Since the
77
passage of SOX, the audit committee is responsible for compensating the audit
firm rather than management. Hopefully this and other measures will improve
corporate governance and thus boost investor confidence and public trust in
auditors.
4. Explain the importance of public accounting firms in a capital market.
Auditors attest to the statements of management, within material respects, giving
credibility to managements statements and allowing stakeholders to make
decisions regarding with reasonably accurate management representations. If the
representations of management were not seen as credible, investors and other
stakeholders could not rely on information from management. This would lead to
inefficient markets and a volatile economy. Thus, the services of public
accounting firms are important to the function of the markets and the economy
through reducing information risk associated with the information disseminated to
the capital markets.
5. Do you think it is right to eliminate incentives that cause auditor self-serving
biases in order to improve the quality of the audit? Substantiate your answer.
Eliminating any conflicts of interest the auditor may experience is helpful in
improving the quality of the audit. This improves the auditors objectivity, and
also aids in establishing the auditors credibility. When auditor objectivity is
enhanced, the quality of the audit is improved.
6. Is there any difference between tax planning and abusive tax shelters? Explain
your point of view.
There is no standard or law defining the term tax shelter or differentiating
between tax planning, which is a legitimate means of reducing tax liability, and
abusive tax shelter, which is illegal. Nonetheless, abusive tax shelters are
characterized as transactions in which a significant purpose is the avoidance or
evasion of federal, state, or local tax in a manner not intended by the law.
7. Explain why auditor independence is backbone of the auditing profession.
Auditor independence lends credibility to the auditor and maintains a solid
reputation for the firm in which he or she is employed. If auditor independence is
impaired, the reputation of the auditor and the auditing firm could be placed in
jeopardy due to legal actions taken by regulatory bodies against the firm and
decreased confidence in audit reports issued by the firm.
8. Explain how internal auditors are important in performing the integrated audit.
Effective communication between the audit committee, internal auditors, and
other corporate governance participants is an important part of the integrated audit
process. The audit committee should meet with the companys CFO, internal
auditor, independent auditor, and legal counsel to discuss the integrated audit of
annual financial statements, including managements assessment of the
effectiveness of ICFR, auditor report on managements assessment, and audit of
annual financial statements, to evaluate the overall integrity and quality of
financial reports before they are filed or distributed.
9. Do you think auditors are solely responsible for any audit failure? What steps
would you, as an auditor, take to ensure that you are minimally blamed for a
business failure?
78
Auditors may not always be solely to blame for audit failures, since unethical
behavior and earnings management schemes may sometimes be kept hidden from
auditors even when due diligence is used in the audit process. However,
sometimes auditors may look the other way when fraud is perpetrated by
members of the audited organization. In such cases, the auditors would be
responsible for the audit failure. Auditors can practice due diligence and take
steps to enhance independence from the client to decrease the occurrence of
possible audit failures.
10. Critics argue that any contractual provisions that limit the external auditors
liability or require waiving the right to a jury trial may have detrimental effects on
auditor impartiality, objectivity, and quality. Express your views on the given
statement.
Some may argue that auditor liability should be limited on the grounds that such a
limitation could protect auditors from the consequences of auditing an
organization that has engaged in fraudulent activities or unethical behavior
without catching such activity. Others may argue that a limitation of auditor
liability would result in decreased audit quality, since the consequences of
providing the wrong opinion are lessened.
11. Discuss briefly the steps established by the PCAOB for its inspection process.
The inspection process consists of: (1) selecting audit clients based on the
PCAOBs assessment of the likelihood of material misstatements or significant
audit deficiencies; (2) reviewing aspects of the selected audits by each firm;
(3) choosing the engagements to review according to the PCAOBs criteria;
(4) retraining the accounting firm to limit or influence the engagement selection
process or any other aspect of inspection review; (5) reviewing the selected audit
clients financial statements and certain SEC filings; (6) selecting certain higher-
risk areas for review (e.g. revenue recognition, confirmation); (7) reviewing the
selected areas of revenues, reserves or estimated liability, income taxes, related
party transactions, derivatives, supervision of work performed by foreign
affiliates, internal control assessment and documentation, and risk assessment;
(8) analyzing end-of-the year closing and adjusting entries, particularly
adjustments that were suggested by the auditor and were not booked by the client;
(9) reviewing written communications between the auditor and the clients
management; (10) reviewing written communication between the auditor and the
clients audit committee; (11) conducting an interview with the chairperson of the
audit committee of the selected audit client; (12) discussing unresolved aspects of
the inspection process with the personnel from the firms national offices if the
issues cannot be resolved through review of work papers and discussion with the
engagement team; (13) selecting additional audits if necessary to follow leads to
the root of audit deficiencies (e.g., other audits performed by the same audit
partner or engagement team); (14) reviewing other work performed by internal
reviewers who missed the reviewed partners errors; (15) identifying and
resolving audit deficiencies and problems early in their development; (16) inviting
the public accounting firm to comment on the discovered potential material
accounting errors and significant audit deficiencies; (17) discussing the
discovered audit problems with audit firm representatives including members of
79
the engagement team, the firm representative responsible for the inspection
process, national office experts, the managing partner, or the firms CEO;
(18) addressing audit problems, lack of performing necessary audit procedures,
and quality control requirements; (19) disclosing the public portion of the
inspection report on the PCAOB Web site; and (20) disclosing the nonpublic
portion of the inspection report primarily regarding the firms quality control
system and other PCAOB communication to the audit firm and out of public view
unless the firm fails to take proper action to correct the identified audit failures in
due time.
12. Explain the importance of auditor independence in the auditing profession and
to society and the investing community.
Auditor independence establishes and maintains the credibility of the auditing
profession, and instills confidence in the investing community and society
regarding the work of audit professionals. Confidence in the work of audit
professionals may dwindle if such independence were impaired, calling into
question the value-adding nature of such audit services.
13. How do external auditors lend credibility to the corporate governance structure?
The independent auditor assurance function provides reasonable assurance that
financial statements are free from material misstatements due to error and fraud,
and expresses an opinion on the fair presentation of financial statements in
conformity with GAAP. Registered auditors are also required to express an
opinion on managements assessment of the effectiveness of the design and
operation of ICFR as well as an opinion on the effectiveness of internal control
itself. The auditor assurance function is intended to lend credibility to financial
reports and reduce information risk that financial reports are biased, misleading,
inaccurate, or incomplete.
True or False
1. According to modern company law, effective reporting and accounting are essential
for effective governance.
2. The Securities Exchange Act of 1934 requires that companies offering stock to the
public in raising capital must have their financial statements audited by an independent
public accountant.
3. Corporate governance reforms do not mandate external auditors to be independent.
4. The IAASB defines reasonable assurance as absolute in nature.
5. Technical competencies are considered to be the auditors knowledge of relevant
professional standards, rules, laws, and regulations.
6. Reporting competencies are the auditors ability to choose appropriate evidence-
gathering procedures.
7. When considering the audit function as a value-added service, public trust in auditors
judgments and reputation is very important.
8. One of the primary purposes of corporate governance reforms is to improve the
quality and credibility of financial statement audits and audit reports.
9. One of the missions of the CPCAF is to provide leadership through sponsoring public
forums and periodic meetings with interested groups.
10. Ethics education is sufficient to have an impact on bias.
80
11. The nature and extent of managements documentation of internal controls in
providing reasonable support for managements assessment plays an important role in
performing tests of controls.
12. PCAOB standards allow public accounting firms to provide tax shelter services to
their audit clients that impair their independence.
13. Conducting an interview with the chairperson of the audit committee of the selected
audit client is part of the inspection process followed by the PCAOB.
14. The audit committee is directly responsible for hiring and compensating the
companys independent auditor.
15. Independent auditors can gather information not provided by management through
inquiries of the audit committee.
16. Communications from the audit committee to the independent auditor do not include
formal approval of audit and permissible nonaudit services.
17. SOX, SEC-related rules, and PCAOB standards are intended to strengthen auditor
independence by linking audit partner compensation to audit quality and not to revenues
received.
18. The evidence-gathering phase requires an auditor to review work papers to ensure
that the audit was conducted in accordance with PCAOB audit standards.
19. The materiality concept has an important role in assessing the reasonableness of
accounting estimates.
20. Public companies are exempted from filing the 11-K report with the SEC.
21.Whenanindependentauditorissuesanadverseopinionindicatingthatthereisa
materialweaknessininternalcontrol,astandaloneauditengagementmaybedesired.
True or False
1. True
2. True
3. False
4. False
5. True
6. False
7. True
8. True
9. True
10. False
11. True
12. False
13. True
14. True
15. True
16. False
17. True
18. True
19. True
20. False
81
21.True

1. Independent auditors are required to document their assessment of reasonable
assurance through the use of:
a. The materiality concept.
b. The audit risk model.
d. Neither (a) or (b).
2. External auditors are not and should not be expected to provide absolute
assurance regarding reliability of financial statements primarily because of:
a. The nature and limitation of evidence-gathering procedures.
b. Management assertions and financial representations that are not certain by
nature.
c. The possibility of false documentation.
3. According to academic studies conducted for audit quality, which of the
following statement(s) is (are) correct:
a. Big accounting firms are perceived as more likely to disclose a discovered error.
b. There is a negative relationship between auditor tenure and the discovery of
material misstatements for the early years.
c. Financial reporting quality is negatively affected by having a large audit firm
audit financial statements.
4. SOX adds stipulations surrounding employee affiliation between clients and
auditors. For example, the audit staff is prohibited from accepting a key financial
position with the audit clients for at least:
a. Five years.
b. Three years.
c. Two years.
d. One year.
5. An advantage of the pass/fail audit approach is that:
a. It does not reflect the quality of the financial statements.
b. It does not provide relevant or useful information to investors regarding the
quality of the company as an investment or credit risk.
c. It is standard pass/fail language that provides uniformity and improves
comparability.
d. It focuses on fair presentation rather than true and accurate presentation of
financial position and results of operations.
6. A companys ability to initiate, measure, authorize, and report financial
information in accordance with GAAP is affected by:
a. Significant deficiencies in internal control.
b. Inconsequential deficiencies in internal control.
c. Material weaknesses in internal control.
82
7. PCAOB AS No. 3 requires auditors to prepare and maintain audit
documentation in sufficient detail for at least:
a. Three years.
b. Five years.
c. Four years.
d. Seven years.
8. Audit firms are permitted to perform which of the following tax services for
their audit clients?
a. Routine tax return preparation and tax compliance.
b. General tax planning and advice.
c. Employee personal tax services.
9. Sections 201 and 202 of SOX require that all audit and permissible nonaudit
services performed by the companys independent auditor must be approved by the:
a. Audit committee.
b. Board of directors.
c. CEO.
10. Rotation requirements for audit partners other than the lead and concurring
partners involved in an engagement are:
a. Maximum of seven years on and subject to a two-year timeout.
b. Maximum of two years on and subject to a seven-year timeout.
c. Maximum of five years on and subject to a one-year timeout.
d. Maximum of three years on and subject to a two-year timeout.
11. The PCAOB proposed standards and Section 201 on auditor independence
prohibit registered auditors from participating in which of the following activities?
a. Financial information system design and implementation.
b. Internal auditing outsourcing engagements when acting as external auditor.
c. Managerial duties.
12. Section 206 of SOX prohibits:
a. Auditors from performing an audit where the CEO or other senior financial
executive was employed by the auditor during the preceding year.
b. Auditors from providing any nonaudit services to the company
contemporaneously with audit services.
c. Lead audit or concurring partner and reviewing partner from rotating off the audit
every five years.
d. Auditors from reporting to the audit committee all critical accounting policies
and practices used.
13. Auditor independence provisions along with listing standards of national stock
exchanges and auditing best practices are designed to supply which of the following
benefits to corporate governance?
a. Reduce potential conflicts of interest between auditors and their clients
management.
b. Replace self-regulation and peer reviews.
c. Limit the type of nonaudit services public accounting firms can perform.
83
14. The evidence-gathering activities of an integrated audit engagement consist of:
a. Tests of controls performed on ICFR.
b. Substantive tests performed on account balances and transactions.
15. Trend in earnings used by auditors to establish planning materiality is an
example of which of the following?
a. Quantitative factor.
b. Qualitative factor.
c. Allocation factor.
16. If a detected misstatement is considered to be material then the auditor should:
a. Ask management to correct the misstatement.
b. Use quantitative analysis to solve to problem.
c. Perform tests of controls.
d. Decide on the materiality of the detected misstatements.
17. Controlling the detection risk is the primary responsibility of the:
a. Management.
b. Auditor.
c. CEO.
d. Controller.
18. Company-level controls identified by COSO are related to the companys:
a. Control environment.
b. Board of directors effectiveness.
c. Management competency.
19. Which of the following is (are) guidelines provided by the PCAOB?
a. Communication with audit clients regarding internal control issues should be
minimized.
b. Use of a bottom-up approach of focusing on company-level controls should be
implemented.
c. Audits of internal control and financial statements should be integrated.
20. Establishing and overseeing an independent Audit Inspection Unit is the
responsibility of which of the following boards?
a. Professional Oversight Board (POB), formerly Professional Oversight Board
for Accountancy (POBA).
b. Auditing Practices Board (APB).
c. Accountancy Investigation and Discipline Board (AIDB).
d. Both APB and AIDB.
21. Independent auditors are subject to which of the following liabilities?
a. Civil liability.
b. Criminal liability.
c. Both civil and criminal liabilities.
d. Neither civil nor criminal liability.
84
22. The adopted Interim Professional Standards are existing standards promulgated
by the AICPA and are classified by the PCAOB into five categories out of which rule
3300T stands for:
a. Interim Attestation Standards.
b. Interim Quality Control Standards.
c. Interim Ethics Standards.
d. Interim Auditing Standards.

1. c.
2. d.
3. a.
4. d.
5. c.
6. a.
7. d.
8. d.
9. a.
10. a.
11. d.
12. a.
13. a.
14. c.
15. b.
16. a.
17. b.
18. d.
19. c.
20. a.
21. c.
22. a.
Chapter 10
Review Questions
1. What are the interrelation factors on which the effectiveness of the monitoring
and control function by investors is based?
Property rights established by law or contractual agreement that define the
relations between a companys investors and its management, as well as
the existence of such relations between different types of investors.
Financial systems facilitating the supply of finances between households,
financial intermediaries, and corporations.
Networks of intercorporate competition and cooperation establishing
relations between corporations in the marketplace.
2. Explain the two alternative modes of financial mediation between households
(investors) and corporations.
85
The first mode is bank-based finance where banks take deposits from
households and channel this savings into loans made to companies.
The second mode is market-based finance in which households, directly or
indirectly through retirement plans, invest in equity or debt securities issued
by corporations.
3. Discuss the five rules that the BRT recommends for fair and respectful treatment
of shareowners and their views.
Public companies should have procedures for shareholders to communicate
with the board and for directors to respond to shareholders concerns.
All communications with shareholders should be consistent, fair, transparent,
clear, and candid.
The established shareholder communication procedures should be readily
available to shareholders.
The companys board should be notified of all shareholder proposals and the
board or its corporate governance committee should oversee the companys
response to shareholder proposals.
Directors should attend the annual meeting of shareowners and should
respond or ensure that management responds to all relevant questions.
4. What are the policies and procedures that should be established by the
nominating committee to better enhance the viability of shareholders nominations?
Receive shareholders nominations for board candidates and proposals for
significant strategic decisions.
Consider nominees and proposals received from small individual
investors.
Communicate with shareowners.
5. What situations can lead to institutional investor intervention with the invested
company?
Intervention may occur in situations where there are concerns about strategy,
operational performance, mergers and acquisitions strategy, inadequate oversight
function by independent directors, reported material weaknesses in internal
controls, inadequate succession planning, noncompliance with corporate
governance reforms, inappropriate executive compensation plans, lack of
commitment to social, environmental, and ethical issues, material financial
restatements, and corporate malfeasance and fraud.
6. How can institutional investors participate in the corporate governance of the
company?
Exercise their right to elect directors.
Raise their concerns about the companys governance by either selling their
shares or voicing their dissatisfaction.
Improve the efficiency of the capital markets by transmitting private
information they obtain from management to the financial markets.
Reduce agency problems by possessing resources and expertise to monitor the
managerial and oversight functions as well as reduce information asymmetry
between management and investors.
7. Explain the advantages of employee participation in corporate governance.
86
Through ownership of company shares employees have more incentives to
align their interests with those of shareholders.
Employee involvement in corporate governance is a learning process for
employees to advance their position and improve the companys operational
efficiency.
Employee participation in corporate governance can be regarded as an internal
mechanism to monitor managerial performance and prevent management
opportunistic conduct.
1. What factors and opportunities have led to the movement of direct individual
ownership of stocks to a more institutional ownership structure?
Factors contributing to this change are the move toward institutionalization of
financial markets through financial institutions, privatization of pension plans,
and individual investors preference toward long-term investments.
2. The author states that investors should also share some of the blame for reported
financial scandals for their lack of monitoring of their companies governance. Do
you agree or disagree with this statement? Why?
Answers may vary. The publicized financial scandals of the early 2000s
originated from the use of aggressive accounting and earnings management
practices of the late 1990s. Financial irregularities and earnings management
practices of many companies definitely sent strong signals of forthcoming
financial scandals. Nonetheless, investors either did not want to ask tough
questions about their governance or did not care as long as the stock prices were
going up. Earnings management practices of prominent companies were reported
in the press but investors did not raise many concerns about the irregularities of
these companies that were making profit for them. The economic downturn, stock
market plunges of 2000 and 2001, failures of Enron, WorldCom, Adelphia, Global
Crossing, and others, and ineffectiveness of their corporate governance made
investors angry where the roots of these problems trace back to the capital market
inefficiency of the 1990s. The two biggest corporate bankruptcies in U.S. history,
Enron and WorldCom, and the failures of other high-profile companies primarily
caused by fraud, which cost investors and pensioners over $500 billion, made
investors take notice and demand corporate accountability.
3. Traditionally, the accountability and transparency between the board and
shareholders have not been effective in the sense that the board was not informed of
what shareholders were expecting of it and shareholders were not aware of the
boards activities and its effectiveness. What should be done about this
communication gap? Substantiate your answer.
Answers may vary. Shareholders have voting rights to elect directors as their
agents; however, individual directors have no direct responsibility or
accountability to shareholders. Traditionally, public companies have used a
plurality-vote system to elect corporate directors. Under a plurality-vote system,
directors can be elected by the vote of a single share unless they are opposed by a
dissident director. Conversely, a majority-vote system empowers shareholders to
elect the most qualified outside directors. The nominating committee can play an
87
important role in promoting majority voting and developing an efficient
mechanism for shareholders to nominate or endorse director candidates. This may
give shareholders more responsibility in selecting directors to the board, which
may in turn alleviate the communication gap between the board of directors and
shareholders.
4. Investors may think they live in the United States of America but when it comes
to electing corporate directors, shareholders intended watchdogs in the
boardrooms, they are definitely back in the U.S.S.R. Compare or contrast this
statement with your own views.
The ability of shareholders to vote against or fire underperforming directors is
limited under the commonly used plurality-vote system. Shareholders do not have
access to their companys proxy materials and are not empowered to nominate
their candidates for the board. The increase in corporate governance awareness
may result in improved shareholder democracy, giving investors a stronger voice
in relation to corporate operations.
5. Do you feel the extent of shareholders participation in the election of directors is
limited to the rubber-stamp process of affirmation? Explain the given statement.
Shareowners are empowered under state corporate statutes to elect directors to
oversee management, but in reality, they have no real voice in the nomination and
election process. The real election appears to be cast in the boardroom due to the
fact that even if the majority of shareholders oppose a corporate-sponsored
nominee, that person will still be elected as a director. Until very recently,
CEOs/chairs of the board had significantly influenced the nomination and election
of new directors. The requirement for the establishment of a nominating
committee composed solely of independent directors has provided some structure
to the nomination and election process even though in many cases independent
directors still serve at the will of the CEOs and other executive directors.
6. Elaborate on the following statement: In modern corporations, particularly in
the era of technological advances, labor resources are becoming an important part
of corporate governance as capital resources.
The balance of power and association between property rights, managerial
control, and employee participation rights can play an important role in the
effectiveness of corporate governance. Employee participation in corporate
governance can influence managerial control and authority, and can influence
employee cooperation in the implementation of decisions. The shape and extent of
employees participation in corporate governance is a function of the employee
level of investment in the companys stock through retirement plans and whether
their skills are firm-specific. In a situation in which employees invest in skills
specific to their company and their retirement funds and pensions are tied to the
companys stock, their incentives to participate in corporate governance are
greater. Alternatively, when employees skills are portable across companies and
their investments in the company are insignificant, they may prefer strategies of
exit over voice in response to dissatisfaction and grievances. Thus, employees
interests in corporate governance are shaped by their economic, investment, and
employment ties to the company, as well as their participation in managerial
decisions.
88
7. The Council of Institutional Investors (CII) recommends six shareholder voting
rights. Search the Internet for examples of organizations that implement those
recommendations.
The following are the shareholder voting rights recommended by the Council of
Institutional Investors (CII): (1) access to the proxy; (2) one share, one vote;
(3) confidential voting; (4) voting requirements; (5) broker votes; and (6) bundled
voting. The student can search the business press, an applicable database, or a
search engine to find information related to these recommendations as well as
examples of organizations implementing such recommendations.
8. Discuss shareholders participation in monitoring their companies affairs,
decisions, and corporate governance.
Investors, particularly institutional investors, should be engaged actively in
monitoring their companies corporate governance and fundamental decisions.
Investors should participate in important affairs and engage with companies
where value can be added to their investments. By virtue of their influence and
power, institutional investors should intervene when ineffectiveness or
breakdowns in corporate governance occur to assist in protecting sustainable
shareholder value. Individual shareholders can change managerial directions and
decisions by selling their shares when there is corporate underperformance, and if
the majority of shareholders follow suit, management will be forced to act. In the
case of institutional investors where funds are indexed with limited ability to sell,
institutional engagement in corporate governance is the only way to correct
ineffectiveness in corporate governance.
9. Describe how shareholder proposals can influence corporate governance.
The companys board normally communicates with shareholders in obtaining
their approvals on resolutions. Shareholders are also given the opportunity to
address issues of their interests through specific shareholder proposals.
Traditionally, shareholder proposals have been nonbinding and therefore the board
could choose to ignore them even if they received a majority of favorable votes.
In reality, for these proposals to influence corporate governance, they should be
binding. Recently, proxy voting advisors, such as Glass Lewis & Co. and
Institutional Shareholder Services (ISS), have played an important role in
influencing board agendas and the proxy process.
True or False
1. American households are more likely to have direct ownership of public company
stock now than in 1950.
2. Shareowners with significant ownership positions theoretically have more incentives
and opportunities to engage in the monitoring function.
3. The publicized financial scandals of the early 2000s originated from the use of
conservative accounting and earnings management practices of the late 1990s.
4. Property rights establish the legal relations between a companys investors and its
management as well as the relations among different types of investors.
5. Bank-based finance is a mode of financial mediation where banks take deposits from
households and channel this savings into loans made to companies.
89
6. The use of plurality voting rather than majority voting substantially increases the
ability and influence of shareholders over who is actually elected to the board.
7. Involvement of institutional investors in the monitoring function of corporate
governance limits agency problems associated with the separation of ownership and
control in public companies.
8. The chief compliance officer is accountable to the mutual funds board and can be
terminated by the board or a shareholder coalition.
9. Due to the rash of financial scandals of high-profile companies, investors have become
more active in monitoring the corporate governance of companies.
10. Employee participation in corporate governance can be regarded as an external
mechanism to monitor managerial performance and prevent management opportunistic
conduct.
11. Mutual funds must either establish a code of ethics or disclose in their annual report
why they have not adopted such a code.
True or False
1. False
2. True
3. False
4. True
5. True
6. False
7. True
8. False
9. True
10. False
11. False

1. Which of the following groups typically own the most public corporation shares?
a. Directors, officers, employees.
b. Individual outside shareholders.
c. Financial institutions.
d. All of the above typically own a similar amount.
2. _______ establish(es) the legal relations between the investors of a corporation
and its management.
a. The articles of incorporation.
b. Property rights.
c. The corporate charter.
d. Proxy statements.
3. _______ provide a means of financing and corporate ownership that
fundamentally constitutes the supply side of capital markets.
a. Property rights.
b. Intercorporate networks.
c. Financial systems.
90
4. The relation between the company and other corporations or organizations is
determined by:
a. Intercorporate networks.
b. The structure of power and opportunity.
c. Corporate governance.
5. Providing timely access to information, enhancing shareholders rights, and
promoting shareholder democracy can result in:
a. Positive effects on corporate governance.
b. Negative consequences such as directors challenging the CEOs preferences.
c. An increase in the likelihood that a merger or acquisition will ensue.
6. Which of the following would be considered a method of institutional investor
intervention?
a. Meeting with directors, particularly independent directors, lead directors, or the
chairperson of the board.
b. Making a public statement in advance of annual shareholder meetings.
c. Submitting resolutions and proposals for vote at shareholders meetings.
7. The first level of agency problems is associated with:
a. Potential conflicts of interest between individual investors and their trustees and
fiduciaries.
b. Potential conflicts of interest between professional money managers and
corporations and their corporate clients.
c. Ownership society.
d. Monitoring public companies governance, affairs, and business.
8. Which one of the following is among the plans considered by the SEC:
a. Standardize exchange governance by requiring U.S. stock exchanges to file
quarterly reports with regulators.
b. Ensure that a majority of directors are not independent.
c. Ensure that members of the nominating, governance, audit, compensation, and
regulatory committees are not entirely independent.
d. Limit exchange members ownership interest to 35 percent.
9. The core principles do not provide considerations for:
a. Board independence & leadership.
b. Board processes & evaluation.
c. Individual director characteristics.
d. Shareowner rights.
10. Employee performance of an assigned job should be compensated through:
a. Salary-based pay.
b. Stock ownership to encourage employees to devote and retain these skills in the
company.
c. Stock options.
d. Fringe benefits.
11. Shareholder rights are enhanced by providing means for:
91
a. Asking questions and raising concerns.
b. Tabling resolutions.
c. Voting in absentia.
12. Only large shareowners and particularly institutional shareholders have
incentives and resources to monitor companies governance and other shareholder
benefits because:
a. Corporate ownership in the United States is highly dispersed and diffused.
b. The incentives and opportunities for individual investors to monitor the
companys governance are very remote.
c. Individual investors cannot afford the high costs of monitoring.
1. c.
2. b.
3. c.
4. a.
5. a.
6. d.
7. a.
8. a.
9. d.
10. a.
11. d.
12. All of the above.
Chapter 11
Review Questions
1. How does a legal counsel play an important role in corporate governance?
Legal counsel plays an important role in presenting and analyzing relevant
information as well as providing valuable advice to the companys board of
directors, committees, officers, and employees in effectively discharging their
assigned responsibilities. Legal counsel plays an important role in corporate
governance by providing professional advice to the companys directors, officers,
and other key employees, and ensuring that the company is in compliance with all
applicable laws, regulations, and rules.
2. What is the purpose of the legal counsel serving as advisors to management?
The purpose is to identify financial reporting risks for management and any
noncompliance with regulations in financial disclosures to investors.
3. Why is reliable and transparent information a necessity to operate an efficient
market?
Investors need reliable and transparent information to make rational investment
decisions and to allocate their capital properly.
92
4. What is Regulation AC?
The SEC final rule Regulation Analyst Certification (Regulation AC) addresses
concerns regarding the independence of research from investment banking and the
analysts perceived conflicts of interest. Regulation AC requires brokers, dealers,
and certain other associated persons to incorporate into their research reports
certification by the research analyst.
5. What are the standards of best practices governing the relationship between
corporations and their analysts?
Information flow.
Analyst conduct.
Corporate communications and access.
Reviewing analyst reports or models.
Issuer-paid research reports.
1. List external participants in corporate governance who help monitor the
corporate governance structure and provide advice to internal participants.
Professional, legal counsel, financial advisors, investors, securities analysts,
institutional investors, investment bankers, pension funds, credit-rating agencies,
and the media.
2. Should attorney-client privileges be waived in certain situations? Explain.
Answers may vary. The issue of attorney-client privilege has been controversial
and unresolved in the post-SOX period. Corporate attorneys have been pressured
to waive the privilege in connection with government (SEC) investigations. In
December 2006, the Department of Justice revised its guidelines for prosecuting
corporate fraud. The new guidelines promote the preservation of corporate legal
privileges and establish new requirements for prosecutors who seek privileged
information from companies. Prosecutors must obtain approval from the U.S.
Attorney and prove a legitimate need before requesting waivers of corporate
privileged information unless the company voluntarily waives such privileges.
Prosecutors also refrain from considering in their charging decision whether a
company advances legal fees to former or current employees who are subjects of
an investigation. Thus, prosecutors are restricted but not prohibited from seeking
corporate privilege waivers. This includes request waivers of attorney-client or
work product protections when there is a legitimate need for the privileged
information. The new guidelines, however, provide greater protection for the
attorney-client privileged communication.
3. With respect to attorneys, will the imposition of SEC rules relating to ethics
positively impact behavior?
Answers may vary. It is expected that SEC rules will lead to more ethical lawyers
who contribute to the achievement of business ethics. Lawyers played a role in
financial scandals by either facilitating management impropriety or not detecting
and preventing management misconduct. The general understanding is that when
management and accountants are attempting to break the law, it is the professional
93
responsibility of legal counsel to detect and prevent the wrongdoing rather than
act as facilitators or enablers of wrongdoing.
4. What has contributed to the improvement of information since the SEC
implemented Regulation Analyst Certification (Regulation AC)?
Answers may vary. Several factors may have contributed to the improvement of
the information environment after the implementation of Regulation AC. First,
Regulation AC may have improved the credibility and integrity of analyst
research reports by reducing potential conflicts of interest. Second, investor
confidence in analyst research reports may have improved because of mere
certifications of those reports. Finally, companies may have increased the quality
and quantity of information provided to analysts or disseminated through public
disclosures.
True or False
1. The Task Force of the ABA recommends regular and periodic executive session
meetings between their general counsel and the committee of independent directors.
2. Section 501 of SOX directs the SEC to establish rules of professional conduct for
lawyers appearing and practicing before the commission.
3. The SEC has issued numerous rules that govern the standards of professional conduct
for attorneys appearing and practicing before the SEC on behalf of public issuers.
4. The companys chief legal officer (CLO) is responsible for determining if alleged
material violations have occurred or are likely to occur.
5. A qualified legal compliance committee, under the SEC rule, is a committee that is
composed of at least two members of the companys audit committee and two or more
independent directors.
6. SEC rules require investment advisors to establish policies and procedures to guide
their proxy voting in the best interest of their clients.
7. Securities analysts are hired by brokerage firms to analyze financial performance of
the corporations they follow, assess the quality of the company as an investment, and
make recommendations for investment opportunities based on their analysis.
8. Section 307 of SOX directs the SEC to issue rules addressing securities analyst
conflict-of-interest issues.
9. Both NASD Rule 2711 and the amended NYSE Rule 472 are designed to manage,
monitor, and disclose research analysts conflicts of interest in connection with research
reports on equity securities and public appearance.
10. An increase in the objectivity and credibility of analyst reports and forecasts will lead
to a higher consensus among analysts and lower forecast dispersion.
11. Public companies usually retain numerous outside lawyers.
12. Academic research documents investors react more strongly to forecast revisions of
analysts with high prior forecasting accuracy.
True or False
1. True
2. False
3. True
94
4. True
5. False
6. True
7. True
8. False
9. False
10. True
11. True
12. True

1. The corporate legal structure consisting of both the internal lawyers and
external legal team should work together and synchronize their objectives and
responsibilities as:
a. Counselors to the board, its committees, and its directors.
b. Advisors to management.
c. Gatekeepers to ensure compliance.
2. What are the approval responsibilities that the board of directors has to the legal
counsel?
a. Appointment, retention, and compensation.
b. Appointment and retention.
c. Retention and compensation.
d. Compensation and appointment.
3. To effectively promote a culture of compliance within the company:
a. Lawyers should bring legal compliance issues to the attention of appropriate
authorities.
b. Lawyers should play an important role in presenting and analyzing relevant
information.
c. Retained outside lawyers should not communicate with employed inside lawyers.
4. Casual communication of key legal issues from the legal counsel to the board of
directors may create which of the following relationships?
a. An independent relationship between the companys directors and its officers.
b. An increasing relationship between the companys directors and its officers.
c. An adverse relationship between the companys directors and its officers.
d. A positive relationship between the companys directors and its officers.
5. The Task Force of the American Bar Association makes which of the following
suggestion(s) to a companys general counsel?
a. The companys general counsel should establish policies and procedures for
outside lawyers to communicate with the general counsel regarding material
violations.
b. The companys general counsel should have no communication with outside
lawyers to maintain independence and confidentiality.
c. The companys general counsel should establish rules of professional conduct for
lawyers.
95
d. The companys general counsel should report corporate misconduct to the
companys shareholders or CEO.
6. The SEC requires that the qualified legal compliance committee be composed of
what minimum member structure?
a. One member of the audit committee and two independent directors.
b. Two members of the audit committee and one independent director.
c. Two members of the audit committee and two independent directors.
d. One member of the audit committee and one independent director.
7. Section 501 of SOX directs the SEC to issue rules that pertain to what corporate
governance subject?
a. Securities analyst conflicts of interest issues.
b. Internal control reporting.
c. Auditor rotation.
8. Which of the following is the intended purpose of Regulation AC?
a. To decrease the objectivity and credibility of analyst reports and forecasts.
b. To decrease consensus among analysts.
c. To improve the objectivity and credibility of analyst reports and forecasts.
d. To decrease the quality and quantity of information provided to analysts.
9. Among the standards of best practices, information flow means that analysts
should:
a. Conduct their research and recommendations with utmost objectivity,
independence, fairness, and unbiased opinion.
b. Not discriminate among recipients of the information disclosed based on the
recipients prior research, recommendations, earnings estimates, conclusions, and
opinions.
c. Not disrupt or threaten to disrupt the free flow of information between
corporations, investors, and analysts.
d. Only accept cash compensation for their research work.

1. d.
2. a.
3. a.
4. c.
5. a.
6. a.
7. a.
8. c.
9. c.
96
Chapter 12
Review Questions
1. How does IT serve as a benefit and tool for the overall objectives of corporate
governance?
IT can play an important role in corporate governance as a tool to improve the
efficiency and effectiveness of corporate governance. IT is an essential
component of corporate governance as an effective means of delivering timely
and accurate information for planning, monitoring, and reporting purposes. The
effectiveness of all corporate governance functions depends on the quality of
support received from the IT function. The IT function enables other corporate
governance functions to operate in real-time, online processes facilitating
simultaneous decision making, continuous monitoring, instantaneous assessment
electronic reporting, and continuous auditing.
2. How do public companies benefit from electronic communication? How do
shareholders benefit from electronic communication?
Companies can:
Save the substantial costs of paper-based production and dissemination of
annual proxy and financial statements.
Improve the timeliness and transparency of communications with
shareholders.
Shareholders can:
Use electronic means in communicating with their companies.
Participate in meetings that might otherwise be inaccessible or difficult to
attend because of the constraints of time or location.
3. What is e-commerce? What are the different e-commerce strategies?
E-commerce is defined as conducting business affairs, transactions, and
communications over the Internet or through private online networks.
E-commerce strategies are classified into: (1) business to business (B2B);
(2) business to consumer (B2C); (3) consumer to consumer (C2C); (4) business to
government (B2G); (5) government to government (G2G); and (6) government to
consumers (G2C).
4. What is information infrastructure? Explain how it is influenced by the board of
directors and top management.
Information infrastructure determines the way financial information is generated,
processed, analyzed, audited, and used in making business and investment
decisions. It is influenced by directors in overseeing the financial reporting
process, internal controls, and audit activities, and by the top management team in
designing sound accounting and internal control systems and in certifying its
financial statements and ICFR.
5. What is SOX-Pro?
SOX-Pro is a dual-purpose solution with some elements designed to track
documents and provide access control, auto-alerts, continuous monitoring, and
management reports to comply with Sections 302 and 404, and other elements
designed to provide internal network security management.
97
6. Discuss the meaning and purpose of the Internal Fraud Vulnerability
Assessment Tool (IFVAT).
IFVAT is used by auditors to assess internal control weaknesses as part of
compliance requirements with provisions of SOX, particularly Section 404. It
uses a standard risk assessment methodology to determine the likelihood of fraud
and its possible impacts by asking more than 300 questions and measuring risk for
the most common internal fraud schemes including skimming, inventory and
equipment theft, corruption, and financial statement fraud.
7. Explain the function of the eXtensible Business Reporting Language (XBRL).
It enables business reporting information to be transferred automatically between
different computer platforms and applications and allows the selection, analysis,
storage, and exchange of tagged data that can be displayed automatically in
various formats.
8. What are the intended purposes of XBRL?
To enhance users ability to search the filings database.
To extract and analyze financial information.
To perform financial comparisons within industries.
To facilitate the SECs review of filings.
9. What are the purposes of the XBRL-GL technology?
XBRL-GL enables the development of a standardized vocabulary for:
Efficient communication between accountants.
Expressing information from business documents that flow into financial
reports.
Moving information between accounting systems, spreadsheets, and service
providers.
10. What are the advantages of XBRL-GL?
Reporting independence.
System independence.
Consolidation.
Flexibility.
11. What is continuous auditing? Explain the benefits of continuous auditing.
Continuous auditing is a comprehensive electronic audit process that enables
auditors to provide some degree of assurance on continuous information
simultaneously with, or shortly after, the disclosure of the information. The
benefits are:
Reducing the cost of an audit engagement by enabling auditors to test a larger
sample of a clients transactions.
Reducing the amount of audit resources needed to manually perform tests of
controls and substantive tests.
Increasing the quality of financial statement audits by allowing auditors to use
the integrated audit approach of understanding the client corporate-level
controls.
Specifying transaction selection criteria to choose transactions or transaction
cycles and perform integrated audits.
12. What is an XBRL instance document?
98
An XBRL instance document is a stand-alone document of a machine-readable
format of financial information consisting of numerous data points and their
corresponding XBRL tags that may be published using email, a Web site, or other
electronic distribution means.
1. Discuss the impact that the Internet, globalization, and regulations are having on
corporate governance reforms.
The Internet has allowed many different people, groups, and organizations to
exchange information regarding corporations and their business practices. This
makes users of information more informed to make better decisions. The
emergence of the Internet has also had an impact on corporate financial
information dissemination via Web sites. Globalization has aided in the
convergence of corporate governance and financial reporting standards
worldwide, ushering in related governance reforms. Regulations impact the
structure of governance within countries and their organizations, leading to
corporate governance reforms related to those changes.
2. How have modern video conferencing and other methods of telecommunications
impacted the corporate governance of public companies?
Modern video conferencing, or Web cam technology, enables companies to
conduct their meetings electronically without requiring everyone to be physically
present. This allows individuals, both inside and outside of organizations, to more
effectively communicate with each other regarding many issues (including
corporate governance matters).
3. Research current business literature or the Internet for examples of the six
e-commerce strategies.
Answers may vary. E-commerce strategies are classified into: (1) business to
business (B2B), the online exchanges of products, services, and business
transactions between businesses and suppliers; (2) business to consumer (B2C),
conducting business online with consumers; (3) consumer to consumer (C2C),
where consumers trade among themselves; (4) business to government (B2G),
exchanging transactions between business and governmental entities;
(5) government to government (G2G), consisting of online programs and
activities between governmental agencies; and (6) government to consumers
(G2C), where online transactions are exchanged between governmental entities
and consumers. Examples may be found using a search engine or database.
4. The business framework has transformed from brick-and-mortar to a brick-
and-click infrastructure. Compare this statement with your views and cite some
examples.
Answers may vary. Almost all traditional retailers have established online trades.
Electronic commerce (e-commerce) has become an integral component of
business strategies and has altered the way organizations conduct their daily
operations.
5. What are the four factors that can differentiate the corporate governance
structure from one country to another?
Legal infrastructure, regulatory environment, information infrastructure, and
99
market infrastructure.
6. What factors help shape the corporate governance structure of multinational
corporations?
The host and home countries legal, political, cultural, and regulatory systems, the
business practices and historical patterns of countries, global capital, labor, and
managerial markets, global institutional investors, and boards of directors.
True or False
1. While complying with Sections 404 and 802 of SOX, the use of IT solutions for
timely access to secure and complete business documents is necessary.
2. Existing corporate laws permit the use of electronic communications as a means of
shareholder communication.
3. Government to government (G2G) strategy involves online transactions that are
between governmental entities and consumers.
4. The information infrastructure of corporate governance is not affected by the
companys legal counsel.
5. Section 409 requires public companies to rapidly report events that could affect their
performance.
6. Using the standard XBRL format, investors have access to the same information as
analysts.
7. XML-tagged data cannot be sent across the Internet in a universal, platform-
independent language.
8. Any suspicious or fraudulent activities can be monitored by analytics software.
9. FRAANK enables organizations to integrate accounting numbers with other financial
information publicly available on the Internet, including stock quotes and analyst
earnings forecasts.
10. Data integration consists of the capability to provide for the seamless exchange and
aggregation of financial data.
True or False
1. True
2. False
3. False
4. False
5. True
6. True
7. False
8. True
9. True
10. True

1. What challenges are intruding upon the corporate governance structures of the
twenty-first century?
100
a. Internet.
b. Globalization.
c. Regulations.
2. By using electronic communication, companies can do which of the following?
a. Increase costs.
b. Improve the timeliness and transparency of communications.
c. Participate in virtual meetings.
3. The business-to-business (B2B) strategy is best defined by which of the
following?
a. Conducting businesses online with consumers.
b. Online transactions exchanged between governmental entities and consumers.
c. Online exchanges of products, services, and business transactions between
businesses and suppliers.
d. Online programs and activities between governmental agencies.
4. The quality of public financial information is increased by which of the
following:
a. Competence and integrity of providers of information.
b. Soundness of accounting principles.
c. Effectiveness of the related internal controls.
5. Sections 302 and 404 of SOX require public companies to:
a. Disclose controls, procedures, management assessment, and reporting on internal
control over financial reporting.
b. Report in a timely manner events that could affect their performance.
c. Offer complete, secure, and timely access to documents.
6. Which of the following is/are benefits of using XBRL-tagged data system?
a. XBRL data changes from the time and place of origination to their eventual
designation and use.
b. XBRL can be used on any computer hardware equipment or operating system to
store data.
7. Widespread application of the XBRL format will only be successful upon:
a. the acceptance and requirement of XBRL-tagged data for financial reporting.
b. the acceptance and requirement of XBRL-tagged data for tax purposes .
c. the development of appropriate XBRL taxonomies for all industry segments.
8. XBRL taxonomy is best described as:
a. Taxes levied against certain advanced technological uses.
b. Mechanisms for describing, naming, and classifying items of business
information.
c. Advanced procedures for identifying uses of computer hardware.
101
9. Which of the following is an advantage of XBRL-GL?
a. Reporting independence.
b. System independence.
c. Consolidation.
10. Which of the following is a benefit provided by continuous auditing?
a. Reduction of the cost of an audit engagement by enabling auditors to test a larger
sample of a clients transactions.
b. Increase in the amount of audit resources needed to manually perform tests of
controls and substantive tests.
c. Decrease in the quality of financial statement audits by allowing auditors to use
the integrated audit approach of understanding the client corporate-level controls.
11. Corporate law, tort law, and bankruptcy law are all items that help sustain the:
a. Legal infrastructure.
b. Regulatory environment.
c. Information infrastructure.
d. Market infrastructure.
12. Which of the following standards boards have interrelated definitions of the
financial statement elements: assets, liabilities, equity, revenue, and expenses?
a) FASB.
b) IASB.
c) Both IASB and FASB.
d) Neither ISAB nor FASB.
13. Authentication technologies include:
a. The hardware and software procedures and processes to protect a persons privacy
and identity from internal and external threats.
b. DVD, electronic document storage, and network attached storage (NAS).
c. Transfer of voice or data from one device to another through the airwaves without
physical connectivity.

1. d.
2. b.
3. c.
4. d.
5. a.
6. b.
7. d.
8. b.
9. d.
10. a.
11. a.
12. c.
13. a.
102
Chapter 13
Review Questions
1. What are the different types of NPOs?
State and local governments.
Healthcare organizations.
Colleges and universities.
Charitable organizations.
2. What is the primary purpose of NPOs?
To serve the public, achieve philanthropic purposes rather than maximizing
shareholder wealth like for-profit companies.
3. Discuss the role of the Panel on the Nonprofit Sector.
To demonstrate the role of charitable organizations in American life and to
strengthen the accountability, transparency, and governance of NPOs.
4. What are the principles developed by the Panel on the Nonprofit Sector and why
were they established?
The panel developed eight principles regarding the role of charitable
organizations, the responsibilities of the charitable community, and the need for
balanced government oversight. The suggested principles are:
A vibrant charitable community is vital for a strong America.
The charitable sectors effectiveness depends on its independence.
The charitable sectors success depends on its integrity and credibility.
Comprehensive and accurate information about the charitable sector must
be available to the public.
A viable system of self-regulation and education is needed for the
charitable sector.
Government should ensure effective enforcement of the law for charitable
organizations.
Government regulation should deter abuse in the charitable sector without
discouraging legitimate charitable activities.
Compliance with applicable laws and high standards of ethical conduct
should be required and commensurate with the size, scale, and resources of
the organization.
5. Explain how whistleblower programs help public companies.
Whistleblower programs facilitate employees voicing their concerns and reporting
corporate wrongdoing to authorities without the risk of retaliation or losing their
job.
6. Explain the role of the governing board in an NPO.
The governing board is directly responsible and ultimately accountable for the
organizations affairs and, in large NPOs, provides more of an oversight function
rather than the managerial function of directly making decisions. In small NPOs,
the governing board may perform both managerial and oversight functions.
7. Explain the role of internal governance in NPO.
Assess performance, reward good performance, and discipline poor performance.
103
8. How can NPO directors or trustees avoid conflicts of interest?
NPO directors or trustees avoid conflicts of interest by: (1) not engaging in
material transactions with the NPO; and (2) not serving as an attorney, or
providing other services for substantial fees.
9. Explain the three major fiduciary duties of the board of directors.
Duty of obedience, which requires directors and trustees to carry out their
assigned responsibilities.
Duty of care, which requires directors and trustees to exercise due care,
diligence, and skill.
Duty of loyalty, which requires directors and trustees to carry out their
activities in pursuing the best interests of the organization by avoiding self-
dealing and self-serving activities.
10. What are the qualities of an effective board member?
Vision.
Leadership.
Stewardship.
Skill.
Diligence.
Collegiality.
11. What are the governance documents of NPOs?
Mission statement.
Code of conduct.
Charter.
Bylaws.
1. The Panel on the Nonprofit Sector has made a long list of recommendations
calling for improvement within the nonprofit sector, more effective oversight, and
changes in the law. Review the recommendations and discuss the recommendations
that you agree or disagree with.
Answers may vary based on which recommendations are agreed or disagreed
with.
Effective oversight of the charitable sector requires vigorous enforcement of
federal and state law.
Annual information returns filed to the IRS (Forms 990, 990-EZ, and 990-PF)
should be improved.
Congress should implement a new periodic review system to verify that
charitable organizations continue to meet the qualifications for tax exemption.
Congress should require charitable organizations with annual revenues of
between $250,000 and $1 million to have an annual financial statement audit
and those with more than $1 million to have their financial statements be
reviewed quarterly and audited annually by independent auditors.
Charitable organizations should provide more-detailed information about their
operations and performance to the public through annual reports, a Web site,
or other means.
104
Regulations governing donor-advised funds should be strengthened to ensure
that donors and related parties do not receive inappropriate benefits from
those funds.
Every supporting organization should be required to reveal on its Form 990
whether it is operating as a Type I, II, or III supporting organization with
particular limitations for activities of Type II organizations.
Tax-exempt organizations are subject to the same requirements as taxable
entities with regard to reporting their participation in potentially abusive
listed or other reportable tax shelter transactions with applicable penalties
for engaging in aggressive tax shelters.
Congress should strengthen the rules for the appraisals taxpayers can use to
substantiate deductions claimed or property donated to charitable
organizations and for the violation of these rules.
Charitable organizations should be discouraged from providing compensation
to their board members, and when such compensation is provided the amount,
reason, and method of determination should be fully disclosed.
Charitable organizations should be required to disclose clearly the
compensation paid to their CEO, other disqualified persons determined by
the IRS, and the five highest-compensated employees.
Charitable organizations should establish and enforce appropriate travel
expense policies to pay for or reimburse travel expenses of board members,
officers, employees, consultants, volunteers, or others traveling to conduct the
business of the organization.
Charitable organizations should have a minimum of three members on its
governing board to be qualified as a 501(c)(3) tax-exempt organization, and at
least one-third of the governing board members should be independent to
qualify as a public charity rather than a private foundation.
Charitable organizations should include individuals with some financial
literacy on their boards of directors and those whose financial statements are
audited should consider establishing a separate audit committee of the board.
Charitable organizations should adopt and enforce a conflict of interest policy
and the IRS should require them to disclose on their Form 990 series whether
they have such a policy.
2. Compare and contrast Californias Nonprofit Integrity Act of 2004 to the
Sarbanes-Oxley Act of 2002.
Californias Nonprofit Integrity Act of 2004 has several similarities with SOX,
including reporting requirements and governance of organizational operations
developed to deter fraudulent activity. The main difference between Californias
Nonprofit Integrity Act of 2004 and SOX is the target of the legislation.
Californias Act applies to charities, commercial fundraisers, fundraising
counsels, unincorporated associations, and trusts while SOX applies to public
companies.
3. Several provisions of SOX should be applicable to private companies and
nonprofit organizations. Which of these do you most agree with? Why?
Provisions that are more applicable to private companies and even NPOs are
requirements for: (1) more vigilant and independent directors; (2) audit
105
committees; (3) improvements in the financial reporting process; (4) risk
management and internal controls; (5) audit quality; (6) codes of conduct;
(7) whistleblower programs; and (8) restriction against document destruction.
4. There are 15 primary responsibilities of the board of directors/trustees of NPOs.
Which of those do you feel are the most effective, efficient, and necessary?
Answers may vary on which responsibilities are considered to be the most
effective, efficient, and necessary. The primary responsibilities are to:
Establish the organizations mission and goals.
Develop strategies to achieve these goals.
Appoint officers and executives to run the organization.
Determine the compensation of executives, oversee their work, and
evaluate their performance.
Review the organizations programs and services.
Oversee financial reporting, internal controls, and audit activities.
Oversee compliance with applicable laws, rules, and regulations,
particularly tax rules.
Promote ethical behavior and accountability throughout the organization.
Ensure adequacy and effective use of resources.
Evaluate the boards performance.
Approve director/trustee compensation, if any.
Assess board vacancy and recruit new board members.
Ensure executives and staff provide the board with relevant and timely
information to effectively carry out its fiduciary duties.
Set an appropriate tone at the top promoting ethical conduct throughout
the organization.
Ensure that all board members participate in orientation and continuing
education programs.
5. Not-for-profit organizations are created to serve the publicoften individuals
other than organizations. Do you agree or disagree with this statement? Support
your answer with points regarding transparency, governance, and accountability of
charitable organizations.
Governance of NPOs is important in managing and monitoring their activities and
balancing their budgets. To serve the public successfully, NPOs should be
transparent and accountable for their actions, and have an effective corporate
governance structure.
6. Discuss the skepticism among donors and the public at large with respect to the
governance and accountability of NPOs, keeping in mind the following two
statements:
(1) There are concerns that charitable organizations are becoming too
business-like and not focusing on passion and commitment to their
mission.
(2) Public confidence in charities depends on whether they have done a
good job helping people and spending money.
NPOs, particularly charities, have been under extensive scrutiny regarding their
governance, financial integrity, stewardship of resources, and appropriateness of
compensation schemes. Such scrutiny may result in skepticism among donors and
106
the general public regarding the ability of NPOs to adequately control their
resources and fulfill their mission. Such skepticism may be suppressed for NPOs
with a proven reputation for operating effectively.
7. Explain how the role of CEO in a company is related to role of president in an
NPO. Substantiate your answer with examples.
In the business sector, the CEO manages the company; in NPOs, the CEO may be
called executive director, president, general manager, superintendent, or director-
general. The board grants its authority to the CEO. Executive directors in both
public and not-for-profit organizations are charged with making decisions related
to the operation of the organization. Examples of both public and not-for-profit
executive directors may be found utilizing a search engine or business press.
True or False
1. Not-for-profit organizations are tax-free entities that benefit from zero taxes on all
generated revenue.
2. Tax is imposed on tax-exempt organizations for the revenue generated from
engagement in a trade or business unrelated to their philanthropic purposes.
3. Californias Nonprofit Integrity Act of 2004 requires charities with gross revenues of
less than $2 million to establish and maintain an audit committee.
4. Not-for-profit organizations are typically owned by their members, their communities,
or their constituencies.
5. Not-for-profit organizations are managed typically by a CEO whose authority is
granted by the state NPO council.
6. Risk management assessment and internal controls play an important role in the
success of private companies and NPOs.
7. The advisory board of an NPO typically provides advice, gives counsel, and engages in
governing the organization.
8. The internal control system of NPOs should ensure that appropriated funds are spent
on the designated programs.
9. The directors or trustees of NPOs are typically volunteers or appointed by the
sponsoring organization.
10. The development and fundraising committees are responsible for the organization and
oversight of fundraising events and capital campaigns.
11. The audit committee is composed of officers and committee chairs that can act on
behalf of the entire board between board meetings if circumstances require.
12. One of the most important attributes of audit committees for NPOs is that all
members of the committee should be independent.
13. A mission statement is a legal document describing an organizations reasons for
existence and its goals.
True or False
1. False
2. True
3. False
107
4. True
5. True
6. True
7. False
8. True
9. True
10. True
11. False
12. True
13. False

1. Not-for-profit organizations receive their operating budgets from which of the
following sources?
a. Government grants.
b. Stakeholder contributions.
c. Membership dues and fees.
2. According to the recommendations of the Panel on the Nonprofit Sector, to be
qualified as a 501(c)(3) tax-exempt organization, an organization should have which
of the following governing board structures?
a. A minimum of three members on its governing board.
b. A minimum of two members on its governing board.
c. A maximum of three members on its governing board.
3. The Nonprofit Integrity Act of 2004 passed by Californian legislators requires
charitable organizations to have audit committees and audited financial reports
when gross revenues amount to which of the following values?
a. $2 million or more.
b. $2.5 million or more.
c. $3 million or more.
d. $3.5 million or more.
4. Not-for-profit organizations have begun to adopt many of the SOX provisions
required for public companies to improve and sustain their:
a. Corporate governance.
b. Financial reporting.
c. Internal control.
5. In a small NPO, the governing board performs the following functions:
a. Oversight function.
b. Managerial function.
6. Not-for-profit organizations should have an adequate and effective internal
control system to ensure which of the following objectives?
a. The organization is performing efficiently within given budgets.
108
b. The organization is achieving its program results.
c. The organizations financial reports are reliable and transparent.
7. Which of the following committees is usually not prevalent to NPOs?
a. Audit committee.
c. Personnel committee.
d. Approval committee.
8. The primary responsibilities of the board of directors/trustees of NPOs include:
a. Establishing the organizations mission and goals.
b. Determining compensation of executives.
c. Reviewing the organizations programs and services.
9. Teamwork and respect of colleagues most completely define which quality of an
effective board member?
a. Collegiality.
b. Stewardship.
c. Leadership.
d. Diligence.
10. Which of the following attributes is specified in the AICPA audit committee
charter matrix for government organizations?
a. Audit committee members should be appointed by the board of directors.
b. At least two members of the audit committee should have financial experience.
c. The audit committee should meet at twice a year or more as deemed necessary.
d. Audit committees should have the authority to hire professional consultants as
necessary.
11. Rules and procedures for the selection of directors and appointment of officers
are developed by the organizations:
a. Charter.
b. Bylaws.
c. Mission statement.
d. Code of conduct.

1. d.
2. a.
3. a.
4. d.
5. c.
6. d.
7. d.
8. d.
9. a.
10. d.
11. b.
109
Chapter 14
Review Questions
1. What are the primary responsibilities of the supervisory board in the German
board structure?
The supervisory board is merely a token board with the responsibilities of hiring
and firing management board members, shaping the remuneration packages for
management board members, and overseeing the work of the management board
members but not instructing them on how to do their job.
2. Briefly describe the board structure in Japanese corporations.
Boards of directors in Japanese corporations are primarily composed of insiders
who are usually top executives of companies with no outside directors
representing small individual investors. Boards of directors do not typically have
a monitoring function.
1. Discuss the global corporate governance structure.
There is no globally accepted corporate governance structure. Differences in
corporate governance structure are primarily driven by a countrys statutes,
corporate structure, and culture. For example, corporate governance reforms in
the U.S. are typically regulator-led whereas reforms in European countries are
normally shareholder-led. Nonetheless, the OECD has established a set of
corporate governance principles that have received global acceptance.
2. Explain the three commonly used approaches to regulatory reforms in terms of
their effectiveness and context.
The three regulatory reforms are: (1) a race to the bottom; (2) a race to optimality;
and (3) a race to the top. The race to the bottom concept suggests that global
securities regulators, in an effort to attract issuers, deregulate the points that
provide issuers with maximum flexibility for their operations at the expense of not
providing adequate protections for investors. The race to the top concept suggests
that global securities regulators provide maximum protection for investors
through rigid regulations and highly scrutinized enforcement at the expense of
putting companies in the global competition at a disadvantage with noncost-
justified regulations. The race to optimality concept is a hybrid of the first two
concepts, in which both issuers and investors prefer a regulatory regime and
jurisdiction that provide cost-justified investor protection.
3. Discuss the primary aspects of corporate governance in the United Kingdom.
The primary aspects of corporate governance in the U.K. pertaining to the board
of directors are: (1) a single board collectively responsible for the success of the
company; (2) separation of the position of the CEO and the chairman of the
board; (3) a proper balance of executive and nonexecutive directors; (4) strong
independent audit and remuneration committees; (5) emphasis on objectivity of
directors in the interests of the company; (6) transparency of appointments and
remuneration; (7) annual evaluation by the board of its performance; and
(8) effective rights for shareholders.
110
4. Describe the new initiatives taken in Japan to improve the infrastructure of its
capital markets.
These initiatives are: (1) establishing a cross-sectional framework of a wide range
of financial instruments and services (e.g., broadening the definitions of
investment schemes including financial instruments); (2) strengthening the quality
of independent audits of financial statements; (3) enhancing protections for
investors; (4) improving disclosures through quarterly reporting; (5) reporting to
management and auditors on internal controls; (6) providing for self-regulatory
structures; and (7) increasing penalties against market fraud.
5. Are you expecting many changes in corporate governance reforms in the Middle
East and Asia?
Yes. After many decades of European and American domination of global
markets, trades and investments are now flowing between the Middle East and
Asia. With oil prices riding high, Middle Eastern countries and their investors and
companies have funds to invest and Asian countries have the capabilities to attract
such investments. It is inevitable that governments in both Asia and the Middle
East will create a more hospitable business and investment climate for
investments to reach their global potentials.
6. Explain the types of board systems worldwide.
The three commonly used board systems are:
a. A unitary board system where the board of directors and management are
the same (e.g. Singapore board system).
b. A two-tier board system where there are two boards, supervisory and
management, and the supervisory board has oversight over the
management board. The European two-tiered model of corporate
governance consists of an executive board and a supervisory board. The
executive board is composed of senior executives and inside directors, and
is primarily responsible for managing the company. The supervisory
board, on the other hand, is typically composed of outside directors who
represent shareholders, employers, and lenders, and appoints and oversees
the activities of the executive board.
c. An oversight board system where the board of directors appoints
management and oversees its activities (U.S.).
7. Compare and contrast rules-based versus principles-based approaches of
corporate governance.
The rules-based approach to corporate governance is where corporate governance
reforms and listing standards are very rigid and applicable to all listed companies,
detailing requirements for compliance and prescribed to a set of rules. On the
other hand, the principles-based approach is where corporate governance
principles establish benchmarks and norms for good governance practices but
companies establish their own corporate governance rules tailored to their
circumstances with adequate flexibility to set their own rules. The principles-
based approach may create more room for manipulation and even noncompliance
with minimum standards.
True or False
111
1. CEO and chairperson duality can best prevent agency problems and help reinforce the
independent nature of the board of directors.
2. Corporations affected by the Combined Code are required to conform and explain
their compliance or noncompliance to shareholders.
3. The German board of directors consists of two boards: the management board and the
supervisory board.
4. Hostile takeovers are more likely to occur in Germany versus the United States.
5. Japanese corporate culture is dominated by a single organization, the Keiretsu.
6. Lifelong employment is a characteristic of the labor market in Japan.
7. Canadian corporate ownership is much like the United States in that ownership is
widely held by many investors.
True or False
1. False
2. True
3. True
4. False
5. False
6. True
7. False
Multiple Choice
1. The network of organizations that shapes the business structure and dominates
business practice in Japan is the:
a. Iinkai-to-secchi-kaisha.
b. Keiretsu.
c. Shinobu.
d. Sikkoyaku.
2. The goal of unifying U.S. GAAP and IFRS is referred to as:
a. Comparability.
b. Congruence.
c. Convergence.
d. Containment.
3. A two-tier board of directors system consisting of a management board and a
supervisory board best describes the governance structure of:
b. Germany.
d. Japan.
4. Corporate governance reforms clearly separate the boards oversight function
from managerial functions in:
b. Germany.
d. Japan.
112
5. Directors are responsible for the preparation of financial statements and review of
internal controls in:
a. Germany.
b. Canada.
6. Financial institutions play the largest role in corporate governance structure and
monitoring in:
b. Japan.
d. Korea.
Multiple Choice
1. b.
2. c.
3. b.
4. a.
5 c.
6. b.
Chapter 15
Review Questions
1. What are the four levels of legislation process set forth by the Financial Services
Action Plan (FSAP)?
Level 1: Framework principles that are initiated by the EC and adopted into
legislation by both the Council Ministers and European Parliament.
Level 2: Community legislation that is adopted by the EU based on technical
advice by the Committee of European Securities Regulators (CESR) and
approval of member states.
Level 3: Day-to-day implementation through CESRs guidance.
Level 4: Review by the EC to ensure compliance with EU legislation by
member states.
2. What is the purpose of the financial markets regulatory global dialogue that has
been established between the European Commission and the United States?
Working towards a more efficient transatlantic financial market to enhance
sustainable economic growth in the U.S. and Europe.
Promoting integration of global financial markets.
3. What is the benefit to institutional investors in supporting the e-proxy?
It would make challenging nomination campaigns more feasible and affordable.
4. What are the areas of business practices of private companies in which SOX has
led to improvements?
Stock markets are up since the passage of SOX in July 2002.
Mergers and acquisitions have substantially increased.
Initial public offerings (IPOs) have increased.
113
New listings on the NYSE have increased.
New listings on Nasdaq have increased.
Market capitalization on the NYSE and Nasdaq increased.
The loan markets have significantly improved since 2002.
Public company bankruptcies have dropped substantially.
5. What is the Enhanced Business Reporting Consortium (EBRC)?
It is in the process of trying to develop a voluntary, global disclosure framework
for EBR that will provide structure for the presentation of financial and
nonfinancial KPIs.
6. Explain how the FASB and the IASB have made convergence of accounting
standards possible to a certain extent.
Agreeing to conduct their major accounting standard projects jointly.
Convincing the SEC to allow foreign companies to use IFRS to raise capital in
the United States without having to reconcile them to U.S. GAAP.
7. What do you mean by internal control over financial reporting?
A process to provide reasonable assurance regarding the reliability of financial
reporting and the presentations of financial statements for external purposes in
accordance with GAAP.
8. Explain the objective of an integrated audit on XBRL-generated financial
statements.
The effectiveness of both the design and operation of internal controls over
XBRL-generated financial reports.
Fair presentation of XBRL-generated financial statements in conformity
with the selected XBRL taxonomy.
9. What are the emerging auditing issues in the post-SOX period?
The expectation gap.
Auditor switches.
Auditor independence.
Auditor resignation.
Auditor liability.
Integrated audit approach.
Engagement letters.
Audit failure.
Confirmations.
1. Identify and discuss the key emerging corporate governance issues.
Global market and investor confidence.
The corporate governance structure including shareholder democracy and director
independence.
Internal controls and risk management including Section 404 compliance.
Financial reporting including convergence in standards and stock option
expensing, pension liability recognition, electronic financial reporting, and
financial reporting disclosure.
114
Audit function including an integrated audit approach, liability caps, and auditing
for fraud.
2. Keeping in mind the number of scandals that have come up in recent years, do
you think regulators worldwide coming together and working to enhance the
integrity and efficiency of global markets will help? Explain your answer.
Erosion in investor confidence worldwide has been attributed to the fear of
terrorist attacks, the economic downturn in many countries, instability in the
governments of some countries, and the bad news of pervasive global financial
scandals. Accurate and reliable financial information assists investors to make
informed and sound investment decisions whereas inaccurate financial
information is likely to mislead them into making wrong decisions. Initiatives
taken to restore investor confidence in capital markets and financial reports are:
(1) more emphasis on corporate codes of ethics; (2) more effective internal
control systems; (3) more focus on long-term performance that creates sustainable
shareholder value; (4) linking executive compensation to long-term performance;
and (5) improving the quality and objectivity of audit services.
3. Global corporate governance can be classified into three general categories of
close, open, and hybrid. Discuss the characteristics of these three categories.
The close model of corporate governance is characterized by: (1) concentration of
ownership of both equity capital and debt capital; (2) a long-term financing
relationship with a few borrowers and lenders; (3) less dependence on capital
markets for financing activities; (4) more direct control and management by a few
major investors such as banks, insurance, or individuals; (5) more direct and close
oversight function by monitoring bodies such as supervisory boards; (6) a well-
balanced distribution of control rights and information rights; (7) less information
asymmetry between management, the supervisory board, and major investors; and
(8) more focus on internal information flows and controls. An example of a close
model, which is also referred to as insider control, is German corporate
governance.
The open model of corporate governance, better known as the market-
based or outsider model, is characterized by: (1) total reliance on capital
markets for sources of financing activities (both equity capital and debt capital);
(2) less concentration of ownership in the hands of a few major investors; (3) an
oversight function by the board of directors; (4) less regulation of corporate
governance and corporate activities; (5) total separation of the managerial
function and oversight function; (6) existence of a market-based system of checks
and balances; (7) information asymmetry between management, the board of
directors, and investors; and (8) more focus on external information flows and
controls. A purely market-based corporate governance model does not exist from
a practical perspective or in a real-world environment. The hybrid model
encompasses a combination of market-based mechanisms, internal mechanisms,
and regulatory mechanisms. The closest to the market-based model is the
corporate governance model in the U.S. In reality the U.S. corporate governance
model is a hybrid model based on market-based mechanisms with proper
monitoring by governmental regulations.
115
The hybrid model is a set of both internal and external mechanisms
designed to manage, monitor, control, reward, and discipline arrangements among
all stakeholders to create sustainable and enduring value and to protect their
interests. Stakeholders are broadly defined as those who have contractual
relationships with the company, such as investors, creditors, suppliers, customers,
employees, and those who affect or are affected by the companys business affairs
including social constituents, the community, society at large, local, state, and
federal governments, and environmental interests. Companies that do not adopt an
effective corporate governance structure would presumably be inefficient and in
the long term would be disciplined by the capital markets. Thus, there is no need
for policy or governmental interventions because market mechanisms correct any
corporate governance inefficiencies. However, recent financial scandals
demonstrate that market-correction mechanisms were not adequate by themselves
to solve the market failure arising from asymmetric information and potential
conflicts of interest among corporate governance participants. Market failures and
resulting financial scandals provide justifiable grounds for policy intervention to
prevent management from adopting a suboptimal level of corporate governance.
Thus, an effective corporate governance structure depends on a well-balanced
relation between internal mechanisms, external mechanisms, and policy,
regulatory, and legal requirements.
4. The framework of corporate governance reporting and assurance is suggested by
the Global Reporting Initiatives (GRI). Describe the GRI guidelines for corporate
governance reporting.
GRI guidelines consist of five components: (1) the introduction which describes
the motivation for and benefits of sustainability reporting; (2) part two which
provides basic information regarding the nature of the guidelines, their
documentation, design, and reporting expectations; (3) part three consisting of
reporting principles which describe the principle of sustainability performance;
(4) part four consisting of reporting content, providing detailed information about
the content of a GRI report; and (5) the final part consisting of glossary and
annexes, giving background information about the GRI and supplemental
information pertaining to the preparation of GRI reports and assurance provided
on such reports.
5. Explain why the trend toward emphasis on social, ethical, and environmental
issues will continue to increase.
There has been a growing interest in social, ethical, and environmental (SEE)
measures and performances in addition to economic performance. Companies
worldwide disclose whether their board has: (1) recognized the significance of
SEE matters; (2) considered the significant risks and opportunities provided by
appropriate responses to SEE matters; (3) obtained adequate information to assess
the importance of SEE matters; (4) established appropriate policies to manage
risks to short- and long-term value resulting from SEE issues; and (5) provided
sufficient measure of the companys SEE performance.
6. Identify and describe factors that may influence the future of financial reporting.
116
The current financial reporting system based on a rules-based approach in
measuring, recognizing, and disclosing financial information has less value-
relevance to investors and is more complicated and costly than it should be.
Several drivers of an enhanced future financial reporting process are:
1. GlobalizationThe move toward convergence in accounting and auditing
standards and globally accepted accounting principles in compliance with
IFRS. (The SEC is already accepting financial statements prepared in
conformity with IFRS for foreign private issuers without the need for
reconciliation to U.S. GAAP.)
2. Technological advancesThe use of XBRL format in financial reporting.
3. Investors need for more sustainable information on both financial and
nonfinancial KPIs.
a. Stop quarterly earnings guidance which forces management to focus
on short-term performance at the expense of long-term sustainable
performance.
b. Focus on value drivers and MBL performance in the areas of
economic, governance, social, ethical, and environmental activities.
c. Focus on forward-looking financial information.
d. Link reasonable executive compensation to long-term strategic and
4. Integrated reporting of financial statements and internal controls.
5. Intangibles including the value of the companys brand and its relationship
with employees, suppliers, and customers that drive value creation, which
should be properly measured, recognized, and disclosed.
6. Fewer rules and better judgments for accruals and estimates.
7. Discuss the extent to which convergence between U.S. GAAP and IFRS is
possible.
IFRS is viewed as principles-based requiring fair and true presentation of
financial reports compared with U.S. GAAP, which is regarded as rules-based and
requiring fair presentation of financial reports. Compliance with U.S. GAAP by
public companies is required by the 1934 Securities Exchange Act. Convergence
in accounting standards means that standard setters (e.g., FASB, IASB)
worldwide agree to eliminate differences in how similar transactions are
processed with the keen objective of establishing confidence in the quality of
global financial reporting. Progress has been made toward reconciliation and
harmonization of accounting standards worldwide, and short-term projects are
being undertaken to remove a variety of differences between IFRS and U.S.
GAAP. The SEC has recently eliminated reconciliation requirements to U.S.
GAAP for foreign registrants that comply with IFRS and is considering an
initiative to allow even U.S. companies to comply with IFRS for their SEC filing
purposes. These are positive steps toward complete convergence between U.S.
GAAP and IFRS.
8. Discuss the possibility of convergence in auditing standards.
Consolidated financial statements of SEC-registered companies are required to be
audited by an independent auditor in accordance with auditing standards
established by the PCAOB. European countries comply with International
117
Standards on Auditing (ISAs) issued by the International Auditing and Assurance
Standards Board (IAASB). It is expected that both auditing standards and audit
regulations throughout the world will remain on a national level.
True or False
1. Corporate governance reporting changes companies one-dimensional financial
reporting to multidimensional bottom lines.
2. Sustainability reports are uniform with assurance provided on their completeness and
reliability.
3. According to anecdotal evidence improvements in corporate governance are not
associated with improvements in corporate performance.
4. Before an issuing company registers with the SEC, regulations prohibit the company
from conducting promotions that may boost its stock price.
5. E-proxy may result in lower costs for investor-to-investor communications.
6. A promanagement summary postcard has the potential of driving down turnout or
encouraging automatic yes voting in contentious annual general meetings.
7. In the post-SOX era, the representation of members of racial minorities and women in
management positions is still disproportionably low.
8. According to the Protection against Executive Compensation Abuse Act shareholder
approval is not required for the companys executive compensation plan.
9. Section 162(m) of the 1993 tax code allowed companies to deduct executive
compensation in excess of $1,000,000 for federal tax purposes unless it is performance-
based.
10. Private companies are currently required to comply with corporate governance and
financial reporting.
11. Financial restatements are a major contributing factor in eroding investor confidence
and public trust in public financial information.
12. The EU Accounts Modernisation Directive (EU AMD) requires decreasing the
comparability between European companies through a common reporting framework.
13. Antifraud prevention and detection controls and assessments addressed by SOX are
relevant only to financial statement fraud.
14. Audit failure of not discovering and reporting material misstatements in financial
statements can increase the chance of reporting failure of misstating financial statements.
True or False
1. True
2. False
3. False
4. True
5. False
6. True
7. True
8. False
9. True
10. False
11. True
118
12. False
13. True
14. True

1. GRI focuses on three sustainability dimensions of:
a. Economic.
b. Ethical.
c. Governance.
2. The structure of corporate governance of companies in terms of the percentage
of ownership of blockholders and outside directors on the board can change:
a. When the company files the IPO.
b. After the company is past the IPO stage.
c. When the stock prices go high.
d. When it decides to go public.
3. Which of the following is not allowed by the SEC proposed proxy access rule:
a. Allowing small shareholders of shareholder groups access to companies proxy
statements to nominate their director candidates.
b. Enabling selected shareholders to nominate their candidates.
c. Granting shareholders access and the right to nominate directors under
circumstances in which a triggering event has occurred.
4. In which of the following circumstances is democratic voting not practiced:
a. When directors are elected despite an overwhelming majority of opposing votes.
b. When brokers can vote for management in place of silent shareholders.
5. Which if the following is not a feature of plurality voting:
a. Nominated candidates can vote for themselves.
b. A single affirmative vote is not sufficient for a director to be elected.
c. The nominating committee provides shareholders with the option of voting for
nominees or choosing not to vote at all.
d. The majority of shareholders, up to 99 percent, can vote against a nominee and he
or she can still be elected.
6. Most individual/retail investors do not want e-proxy because of:
a. Security concerns of financial information over the Internet.
b. The ease of reading materials on a computer screen.
c. Having Internet access at all times.
7. More effective shareholder democracy can affect which of the following:
a. Increase market mechanisms for corporate control.
b. Increase management entrenchment devices.
c. No power to elect independent directors.
119
8. To increase accountability in the boardroom and improve the effectiveness of
board committees, companies are changing their compensation policies and
practices by:
a. Paying per meeting fees to members of board committees.
b. Increasing the use of restricted and deferred stock.
9. Section 408 of SOX requires the SEC to review financial reports filed with the
commission by public companies at least every:
a. Four years.
b. Two years.
c. Three years.
d. Five years.
10. International Financial Reporting Standards are regarded as:
a. Principles-based standards.
b. Rules-based standards.
11. Which of the following sections of SOX requires public companies to disclose
their financial reports on a rapid and current basis:
a. Section 409.
b. Section 302.
c. Section 162.
d. Section 401.
12. Integrated audit covers the audit of:
a. Internal control over financial reporting.
b. Internal control over audit of financial statements.
c. Internal control over financial reporting and financial statements.
d. Internal control neither over financial reporting nor over audit of financial
statements.
13. Which of the following sections of SOX directs the Government Accountability
Office (GAO) to study the factors contributing to consolidation in public accounting
firms in the 1980s and 1990s in the United States:
a. Section 401.
b. Section 302.
c. Section 409.
d. Section 701.

1. a. .
2. b.
3. a.
4. c.
5. b.
6. a.
120
7. a.
8. c.
9. c.
10. a.
11. a.
12. c.
13. d.
121

Discussion Questions

Uploaded by

Copyright:

Available Formats

Discussion Questions

Uploaded by

Document Information

Original Description:

Original Title

Copyright

Available Formats

Share this document

Share or Embed Document

Sharing Options

Did you find this document useful?

Is this content inappropriate?

Copyright:

Available Formats

Discussion Questions

Uploaded by

Copyright:

Available Formats

Discussion Questions

Multiple Choice Questions

Multiple Choice Questions

Multiple Choice Questions

Multiple Choice Questions

Multiple Choice Questions

Multiple Choice Questions

Multiple Choice Questions

Multiple Choice Questions

Multiple Choice Questions

Multiple Choice Questions

Multiple Choice Questions

Multiple Choice Questions

Multiple Choice Questions

Multiple Choice Questions

Multiple Choice Questions

Multiple Choice Questions

Multiple Choice Questions

Multiple Choice Questions

You might also like