2. Function and Responsibility

Slides:



Advertisements
Similar presentations
BOARD EFFICIENCY: The Agenda Setting Role and Information Needs of the Supervisory Board Holly J. Gregory Weil, Gotshal & Manges LLP.
Advertisements

Auditing, Assurance and Governance in Local Government
Japan Audit & Supervisory Board Members Association (JASBA) Explanatory Memorandum on the Audit & Supervisory Board Members (The companies with Audit &
Code of Corporate Governance for Listed Companies in China
0 © 2009 KPMG LLP, a UK limited liability partnership, is a subsidiary of KPMG Europe LLP and a member firm of the KPMG network of independent member firms.
Sodexo.com Group Internal Audit. page 2 helps an organization accomplish its objectives by bringing a systematic, disciplined approach to evaluate and.
Legal Responsibilities for Board Members of Nonprofit Organizations Or…all you need to know to stay out of trouble. Presented: July 2007 Prepared by: Elsbeth.
Audit Committee in Albania Legal framework Law 9226 /2006 “On banks in Republic of Albania” Law 9901/2008 “On entrepreneurs and commercial companies” Corporate.
S1: Introduction Financial Audit A course for Audit Staff (Sr.AOs, AAOs & SOs)
CHAPTER 16 Auditing and corporate governance. Contents  Corporate governance  Independent directors  Chairman of the board and chief executive officer.
Corporate Governance Life-Cycle GOVERNANCE in GOVERNMENT DOES IT EXIST? SIR JOHN BOURN COMPTROLLER and AUDITOR GENERAL.
BIT-224 Audit Muhammad Khurshid Khan THE DEMAND FOR AUDITING Why do organizations request an audit? –Agency relationship Evidence supporting a demand.
Oversight and Accountability in Corporate Governance --- what we are expected to do globally, and what we do in Japan Toshio Oya Assistant Commissioner.
REPARIS GLDN Distance Learning Event on Public Oversight 19 April 2011 Public Oversight in Denmark by Vibeke Sylvest Barfoed, Chief Special Consultant.
Governance & reporting considerations in the new world of NFPs & the ACNC +Dr Eva Tsahuridu – Policy Adviser, Professional Standards & Governance, CPA.
Clause 49 - Corporate Governance. 2 CORPORATE GOVERNANCE  Good governance- expectation of stakeholders  Enhancing business performance and accountability.
Copyright © 2008 McGraw-Hill Ryerson Ltd.1 Chapter Twelve Corporate Governance Canadian Business and Society: Ethics & Responsibilities.
By: 1. Kenneth A. Kim John R. Nofsinger And 2. A. C. Fernando.
Corporate governance: Asia Pacific. JAPAN  The Japan corporate governance committee published its revised code in The Code had six chapters, which.
Verica Hadzi Vasileva-Markovska Macedonian Institute of Directors Brussels,
THE ROLE OF OFFICE OF THE AUDITOR GENERAL (OAG) IN THE MANAGEMENT AND ACCOUNTABILITY OF PUBLIC RESOURCES IN ZAMBIA. PRESENTER - T. CHIKONKO Assistant Director.
Japan Audit & Supervisory Board Members Association (JASBA) Explanatory Memorandum on the Audit & Supervisory Board Members (The companies without Audit.
DEPARTMENT OF MANAGEMENT SERVICES OFFICE OF INSPECTOR GENERAL.
Issues in Corporate Governance: Board Structures and Functions Based on a Student Presentation by Joshua Shullaw and Matthew Domeyer.
© OECD A joint initiative of the OECD and the European Union, principally financed by the EU Co-operation Between the Ministry of Finance and the Court.
Avoiding Traps in Internal Investigations H. Lee Barfield II Bass, Berry and Sims PLC November 5, 2010.
CONFIDENTIAL © 2014 Barnes & Thornburg LLP. All Rights Reserved. This page, and all information on it, is confidential, proprietary and the property of.
Corporate Governance Framework in Japan Toshio Oya Assistant Commissioner for International Affairs Financial Services Agency, Japan July 6, 2012 *Any.
May 16, 2007 Board of Directors Texas Regional Entity Division Update Sam R. Jones ERCOT President & CEO.
© Securities Commission, Malaysia 1 What the Audit Oversight Board will do ICAA-MICPA Audit Forum 3 August 2010.
A case on Chinese Company Law: Faye. Board of directors & Supervisory board.
Advanced Program in Auditing and Accounting Regulation Module 12 Enhancing Statutory Audit Quality from a Financial Regulator’s Perspective Presenter:
Annual seminar in Berlin – 27 th May Should EU corporate governance measures take into account the size of listed companies ? How ? Should a.
Audit Committee Roles & Responsibilities Audit Committee July 20, 2004.
The New Model of Oversight Presentation to MBA Students DIT Aungier Street 19 October, 2004 Ian Drennan Chief Executive (Designate)
UMBC POLICY ON ESH MANAGEMENT & ENFORCEMENT UMBC Policy #VI
1 Auditing and the Public Accountant Profession Importance of Auditing Bodies required to have an annual audit: All public and larger private companies.
By Abdur Rashid Mirza University of Lahore School of Accountancy and Finance.
The nature and issues of audit
S1: Introduction Financial Audit A course for IA&AS Officers.
Page 1 | Proprietary and Copyrighted Information Mexico Code of Professional Ethics IESBA Meeting New York June 29 – July 1, Marisa Orbea, IESBA.
Legal framework Look at the legal compliance and framework a business is subject to.
Internal/External Audit Corporate Governance part 5.
Vienna 14 March 2006 Andrew J. Popham Vice-President of FEE Partner, PricewaterhouseCoopers LLP The New Directive on Statutory Audit in the EU.
THE ROLE OF THE AUDITOR- GENERAL RP MOSAKA Business Executive: Parliamentary Services OFFICE OF THE AUDITOR-GENERAL.
Finance Directors Business Strategy Meeting 2003 Berkeley Court Hotel 18 February 2003.
Governance, Risk and Ethics. 2 Section A: Governance and responsibility Section B: Internal control and review Section C: Identifying and assessing risk.
May 5, 2016 May 5, Reporting obligations for  Investment banks,  Stockbrokers and dealers  FM and Investment advisers 2. Publication financial.
M O N T E N E G R O Negotiating Team for the Accession of Montenegro to the European Union Working Group for Chapter 6 – Company Law Bilateral screening:
Volunteer Lawyers Service Board of Directors Duties and Liabilities Terrie-Lynne Devonish December 7, 2004.
F Designed to give you knowledge and application of: Section A: Business organisational structure, governance & management A1. The business organisation.
Accounting Seminar 1 Professor: Bonita Daly, PhD Accountancy Office: Room 423 Office Hours: By appointment.
Role of the management boards, supervisory boards, audit committees, statutory auditors and supervision authorities in the supervision of capital adequacy.
Overview of Standards on Cost Auditing By: CMA Pradip H.Desai.
Chapter 17 Audit Corporate Governance.
CPA Gilberto Rivera, VP Compliance and Operational Risk
MGMT 452 Corporate Social Responsibility
What is the fuss all about?
(Auditing & Accounting) Bill, 2003
LIMITED LIABILITY COMPANY
Part 9 Corporate Governance
CORPORATION AND CORPORATE GOVERNANCE
Corporate Governance Corporate Governance also plays an important role in maintaining corporate integrity and managing the risk of corporate fraud, combating.
OECD - Introduction It is an organisation of those countries which describe themselves as Democratic and have Market economy. Its HQ is in Paris, France.
MODULE 2 INTRODUCTION TO GOVERNANCE AUDIT
Board of Directors Roles and Responsibilities
WHAT TO EXPECT: A CROWN CORPORATION’S GUIDE TO A SPECIAL EXAMINATION
CHAPTER 9 THE CORPORATE ORGANIZATION © 2013 Delmar Cengage Learning.
“execute and audit… In one process Destruction(re-examining)
OBJECTIVE AND GENERAL PRINCIPLES GOVERNING AN AUDIT OF FINANCIAL STATEMENTS Lecture 2.
Presentation transcript:

THE AUDIT & SUPERVISORY BOARD MEMBERS: A BRIEF INTRODUCTION sample THE AUDIT & SUPERVISORY BOARD MEMBERS: A BRIEF INTRODUCTION Japan Audit & Supervisory Board Members Association (JASBA)

2. Function and Responsibility TABLE OF CONTENTS 1. Introduction 1-1 About the Audit & Supervisory Board Members 1-2 Self Introduction 2. Function and Responsibility 2-1 Illustration of a Company with an Audit & Supervisory Board Members 2-2 Three types of Audits 2-3 Powers, rights and obligations 3. Activities of the Audit & Supervisory Board Members 3-1 Activities of the Audit & Supervisory Board Members (Roles regarding misconduct and wrongdoing within the company)

1-1 About the Audit & Supervisory Board Members 1. Introduction 1-1 About the Audit & Supervisory Board Members Appointed by shareholders and independent from the Board of Directors. Each member is expected to perform his/her roles individually. To audit and supervise the execution of duties by directors. Duties of directors include monitoring subsidiaries. Therefore the Audit & Supervisory Board Members are authorized to see operations of subsidiaries. The Audit & Supervisory Board is a corporate body authorized by laws of Japan.

Full-time/Standing -one or more 1-2 Self Introduction Existence of various types of Members enables supervision from different angles. Photo Photo Full-time/Standing Full-time/Standing Photo Photo External/Outside External/Outside Full-time/Standing -one or more Spend main part of their working time to perform their duties as Members. Get information on the operation and affairs of the company. External/Outside -half or more Independent from the company's management. Neutral and fair assessment is expected.

2. Function and Responsibility 2-1 Illustration of a Company with an Audit & Supervisory Board Members Shareholders =External/Outside Appointment Supervisory Function Supervisory Function (Attend/Advise) Board of Directors Audit & Supervisory Board Collaboration (Report) (※)Audit as a part of Supervisory Function Audit & Supervisory Board Members Supervision Report ★Audit Executive Directors and management officers (※)Audit as a part of Supervisory Function The major supervisory functions of the Members are “checking and monitoring management activities, including abuse of power by management over the external auditors” and “reporting (with opinions) to the Board of Directors”. Management External Auditors (Accounting Auditors) Audit ★Review of reasonableness, fairness and independence from the management on the audit conducted by the External Auditors (Accounting Auditors). Internal Auditors Collaboration (Details on Page 5)

Audit & Supervisory Board (Accounting Auditors) 2-2 Three Types of Audits Audit and supervise the activities of directors management under the Companies Act of Japan. Audit & Supervisory Board Statutory body Independence from directors Appointed by shareholders Collaboration Audit the operations of management under the director's order. Audit the financial statements under the Companies Act of Japan. (Meeting/Planning/Hearing etc...) Internal Auditors External Auditors (Accounting Auditors) ※具体的な組織名を入れて下さい(任意) ※具体的な監査法人名を入れて下さい(任意) Non-statutory body Under the direct control of the management One of the company's departments Statutory body An outside professional body Appointed by shareholders

2-3 POWERS, RIGHTS AND OBLIGATIONS Research & Investigation to order officers and employees to report operations and affairs of the company. to investigate operations, financial status and affairs of the company/subsidiaries. Actions on operation of the company to attend and express their opinions at the meeting of the Board of Directors. to seek an injunction against an act by the directors if certain requirements are satisfied. Actions on external auditors to order the external/accounting auditors to submit final/interim report on their audit. to propose to the shareholders meeting on appointment of the external/accounting auditors. to consent to the directors on fee for the external/accounting auditors. Reporting to submit and explain their audit report at the shareholders meeting. to report the result to the shareholders meeting if any violation of laws/regulations/constituent documents, or any material injustice of proposal/related materials of the shareholders meeting. Legal action against Directors to examine and judge the reasonableness of a request by a shareholder to take legal action against a director or directors for their breach of duty of care and/or fiduciary duty to the company. if it's considered reasonable, to take legal action against them as a representative of the company.

3. ACTIVITIES OF THE AUDIT & SUPERVISORY BOARD MEMBERS Shareholders meeting Activities according to the audit plan Activities according to the audit plan Research & Investigation Attending important meetings Hearing from directors, officers, employees On-site survey at offices Meeting of the Members Actions on operation of the company Actions on external auditors Attending and expressing opinions at the meeting of the Board of Directors Audit of annual reports & accounting documents Communications with the external/accounting auditors and the internal auditors Inspection of the important documents Preparation of Audit Report Shareholders meeting

Occurrence of misconduct and wrongdoing (ROLES REGARDING MISCONDUCT AND WRONGDOING WITHIN THE COMPANY) Ordinary Activities Audit in accordance with Annual Audit Plan etc Attendance at meetings of the Board of Directors and identification of problems on the proposals and other documents submitted at the meetings On-site survey, inspection of constituent documents and other important documents Exchange of opinions with external auditors Report to the shareholders result of audit Prevention of misconduct and wrongdoing Occurrence of misconduct and wrongdoing Ensuring cooperation by third party experts (e.g. setting up of a committee for investigation in which they participate) Advice at the meeting of the Board of Directors Seeking an injunction against specific misconduct and wrongdoing by the directors Legal action against directors who have not exercised required duty of care or fiduciary duty The Members shall contribute to prevention of occurrence of misconduct and wrongdoing through their ordinary audit and supervisory activities and shall timely take appropriate actions in order to minimize damage to the company. Minimization of damage to the company Damage to the company