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Risk-Based Audit Plan Development
Greg Testa Director, Microsoft Internal Audit
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Microsoft Internal Audit Org
Agenda Introduction Microsoft Internal Audit Org Risk Based Audit Planning Overview (Luncheon) In Depth Areas (Technical Session) Enterprise Risk Management Risk Theme Development Project Identification Capacity and Load Annual Cycle Questions
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Introduction Microsoft – 7 Years (Internal Audit, SMSG Finance, IT Finance) PricewaterhouseCoopers – 6 Years (SAP, PeopleSoft) Honeywell – 3 Years (SAP Security & Controls Implementation) AIG – 2 Years (Database Design & Implementation)
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Interdisciplinary Approach
Microsoft Internal Audit Group Experience Functional Areas Broad exposure to the entire company End-to-end business process knowledge Strong operational and compliance skillset Proven leadership development B Investigation Risk Management Advisory Assurance Interdisciplinary Approach What We Stand For Core Competencies Vision Drive governance and compliance Ensure MS is viewed as a compliant company Mission Ensure Microsoft addresses risks Bring disciplined approach to mitigate risk Enhance company operations Process Excellence Analytics and Problem Solving Policy and Compliance Confidence and Influence An Eye Toward the Future
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Microsoft Internal Audit Group
Peter Klein CFO – Microsoft Melvin Flowers CVP – Internal Audit Michael Ford Audit Director Lyn Cameron FIU Director Terri Schwan Bob Tenczar Office of ERM Director Rich Nardi Greg Testa Practice Director Marilee Byers Audit Committee Board of Directors Office of Legal Compliance Internal Audit Roles Program Managers Project Managers Audit Leads Audit Staff Internal Audit Offices Redmond Singapore Dublin Business Groups, OEM Financial Integrity Unit FIU Investigations Team SMSG (Field Sales) Enterprise Risk Management Virtual Team MSIT, IEB, Skype, GFS, MSCIS Audit Practice Management Professional Practice Team Corporate, Operations
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Internal Audit Group - Alignment
Program Management Project Management Business Groups, OEM Michael Ford Audit Director Meera Venkatesh R&D, MBD, STB, OEM Bob Kaler OSD, WWLD, WPD, MS Retail Lynn Chang SMSG Terri Schwan Audit Director Ankush Grover SMSG Field, Segments, M&O, Services David Low TBH – Asia Mike Gaffney - EMEA MSIT, IEB, Skype, GFS, MSCIS Rich Nardi Audit Director DC Chang IT Gov, Bus Systems & IT Processes, BCM, IEB, MSCIS Louis Couwenberg Infra & IT Processes, Security, GFS, Skype Gerard Morisseau Corporate, Operations Marilee Byers Audit Director Steven Bean Corp Finance, HR, LCA Devon Pearce WWLP, Ops, WPG, AC Erica Campos Vendor audit CJ Long TECA Dawn Liburd
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Risk-Based Audit Planning
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Risk? What is RISK? Risk is defined as a particular event, or circumstance that, if it were to occur, would impact achievement of a business objective.
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Risk Assessment Components
Prior Audit Results SOX Scope Investigations 10K/ERM Discussions with Management Internal Data Key Changes to the Business/New Initiatives External Risk Environment
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Planning Process
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Planning Process Overview
On- going Program Mgrs Informed by: ERM board & 10K risks On-going understanding of the business Recent fraud activity Risk assessment Risk analysis & project identification Prioritization & resource allocation Plan validation & presentation Program Mgrs, Directors March Validate against ERM board risks, analyze gaps Calibrate assessment Identify high risks to be addressed by audit plan Conduct management team risk discussions April Directors Prioritize activities Allocate resources May Pgm Mgrs, Directors, CAE Discuss with management Validate with senior executives Present to AC for approval
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Continuous Audit Planning Cycle
More efficient annual planning cycle Synchronized with ERM Responsive to changing risk environment 6-month project planning cycle allows for more flexibility 18-month view Risk Assessment Identify Projects Finalize Audit Plan AC Plan Review AC Plan Approval Execute Audit Plan Risk Assess-ment Mid-year Update On-going April May June Jul-Dec December January - September Guidelines (Delete in your customized version) - Use Slide for Presentations to Internal Microsoft Stakeholders, Internal recruiting events and External Presentations. The following diagram represents a summary of the key Phases of the annual Internal Audit Planning Cycle. Summary Audit Projects are identified through the Annual Internal Audit planning Cycle. Auditable units are assessed ranked based on risk scores (as discussed above using data collected through the ERM processes). The final annual audit project plan is approved by the Audit Committee in September. There are mid year updates to the annual risk assessments of auditable units to make changes and adjustments based on new information. The audit projects identified through this Annual Planning Cycle are executed during the internal audit year (September through August). Strategic Planning & Risk Assessment (April) The planning methodology is refreshed each cycle to ensure compliance with IIA Standards IA management team sets key department strategies, priorities & initiatives aligned to Company and finance priorities IA managers define inventory of auditable units (AUs) for their organization specialization IA and ERM share the same risk hierarchy and IA managers review each Risk, determine which AU’s hold that risk and score ERM Data is leveraged for the initial risk scorings of auditable units Stakeholder meetings are scheduled to validate the preliminary risk scores A Calibration process occurs to normalize risk assessments across specializations through Risk Q&A roundtables Project identification (May-Jun) Risk scores are reviewed by risk category, type, business area, geography, etc. to determine key risks to be addressed by the Audit Plan Potential audit activities are identified which address key risks Project budgets are determined Resource allocations are made based on risk and breath coverage Calibration of audit plan with D&T and SOX PMO for coordination & reliance opportunities, and with business stakeholders Plan Finalization (July-Aug) Review, validation, prioritization and load-balancing of potential project plan against quarterly resource capacity Finalize planned resource allocation based on project plan Review plan w/ key stakeholders including CEO, Presidents, CFO for validation Presentation To AC (Sept) Present audit plan to AC for approval and adoption Audit Plan Execution (Internal Audit Year - September through August) Execute the audit plan Ongoing risk assessments throughout the year to adjust plan and/or resource allocation based on changes in risk, priorities, or resources, using annual audit plan as baseline Quarterly updates to AC on performance and changes to approved audit plan
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New Business = New Risks
Supply Chain Disruption Scrap Disposal Management HW Quality Assurance Factory Labour Conditions Patents Manufacturing
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Key Takeaways Align IA Org to Business
ERM Critical to Navigating Risks Risk Factors (Impact, Likelihood, and Prior Results) Measure Risk Variance Ensure Adequate Capacity Revisit and Reassess Risk Annually
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Questions?
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Enterprise Risk Management
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ERM at Microsoft – Virtual Structure
Board of Directors: Audit & Finance Committee(s) Enterprise Risk Office Executive Sponsor: CVP of Internal Audit Program Office: Sr. Director of ERM Strategic Legal/Compliance Financial/Reporting Operational SLT: CEO Sponsor: GM- Corporate Strategy Leader: Corp Strategy Sr. Manager SLT: SVP Legal Compliance Sponsor: VP Deputy General Counsel Leader: Compliance Director Pillar Support: Compliance Program Attorney SLT: SVP & CFO Sponsor: Corp VP of Finance and Administration Leader: Director SLT: COO Sponsor: CVP & CIO Leader(s): Sr. Principal, Sr. Solutions Manager Microsoft Confidential - Internal Use Only
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Risk Categories Improve
Areas of high risk exposure with a low level of control must be key priority for improvements in management and control activities. Monitor Areas of high risk exposure where controls are deemed adequate should be monitored to provide ongoing assurance of control effectiveness. Accept Areas of low risk exposure that also have a lower level of control may be consciously accepted by the organization. Optimize Areas of low risk exposure with a high level of control may generate opportunities to optimize the management and control activities. Improve Monitor High (Impact x Likelihood) Risk Level Accept Optimize Low Low High Management & Control Activity Level Microsoft Confidential - Internal Use Only 19 19
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Risk Rating Criteria: Impact
NOTE: A risk should be evaluated on the most relevant impact; it does not need to address multiple columns. Also, evaluate the inherent impact rating of a particular risk event or circumstance assuming that the controls or management activities do NOT exist or they fail in either design or operation and fail to mitigate the impact of the risk occurring. Impact Rating Description of Impact Score Organizational and operational scope Reputational impact to stakeholders (i.e., customers, shareholders, employees, key partners, subscribers, 3rd Parties) Legal/ Compliance/ Environmental Operating Income (OI) Impact on Value Critical Enterprise-wide: Inability to continue business operations Globally Permanent loss of stakeholder confidence resulting in legal action, interruption in Enterprise operations globally, and / or defection to competition Prohibited from conducting business in certain product lines, markets, or geographies OI >$2.5B Significant reduction in market capitalization, significant draw on liquidity reserve 5 Severe 2 or more divisions: Significant, ongoing interruptions to business operations within 2 or more divisions Sustained losses in 2 or more stakeholder groups Severe restrictions on conducting business in certain product lines, markets, or geographies OI >$1B Substantial reduction in market capitalization, substantial draw on liquidity reserve 4 Serious 1 or more division(s): Moderate impact within 1 or more division(s) Moderate loss in 1 or more stakeholder groups Significant fines or limitations on conducting business in certain product lines, markets, or geographies OI >$500M Limited reduction in market capitalization, limited draw on operating cash flow 3 Moderate 1 division: Limited impact within 1 division Limited to minor/short-term loss in 1 stakeholder group Limited actions against the company with limited effects on operations OI >$250M Missed forecast(s) and/or budget(s), limited draw on operating cash flow 2 Mild Minimal Impact OI >$100M 1 Use Impact Table for Inherent Impact & Residual Impact ratings Use Likelihood Table for Inherent Likelihood & Residual Likelihood ratings Revised for FY13: Stronger wording in the Legal/Compliance/Environmental column Operating Income has an OI prefix in prep for adding the Extended Business Unit table later in FY 13 Removed the EPS reference in the Impact on Value Removed the Duration Column Moved the Scoring column to the far right. Microsoft Confidential - Internal Use Only 20
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Risk Rating Criteria: Likelihood, Control Effectiveness (CE)
NOTE: Evaluate the inherent likelihood rating of a particular risk event or circumstance in absence of the current management activities or controls that exist to mitigate the likelihood of the risk occurring. Likelihood Rating Consideration Description of Likelihood Score Probability Frequency Expected The risk event or circumstance is relatively certain to occur, or has occurred within the past year 90-100% Almost Yearly 5 Highly Likely The risk event or circumstance is highly likely to occur 70-90% Every 2 to 3 Years 4 Likely The risk event or circumstance is more likely to occur than not 50-70% Every 4 to 6 Years 3 Not Likely The risk event or circumstance occurring is possible 10-50% Every 7 to 9 Years 2 Slight The risk event or circumstance is only remotely probable < 10% Every 10 Years and Beyond 1 NOTE: Evaluate the Control Effectiveness / Management Activities Rating for a particular risk event or circumstance based on existing management activities and/or controls that exist both within defined business processes as well as at the entity level and not on future or planned control activities. CE Rating Improvement Opportunities Control Effectiveness (CE)/ Management Activities Additional Scoring Criteria Score Very High None Identified Properly designed and operating as intended. There are no outstanding High or Medium risk audit issues, no material weaknesses or significant deficiencies as defined by SOX or external auditors. 5 High Limited Properly designed and operating, no significant deficiencies. There are no outstanding High risk audit issues, no material weaknesses or significant deficiencies as defined by SOX or external auditors. 4 Moderate In place, some deficiencies. There are no outstanding High risk audit issues. There may be some significant deficiencies as defined by SOX or the external auditors. 3 Low Significant Limited, high level of risk remains, significant deficiencies. There are outstanding High and / or Medium risk Audit issues or significant deficiencies as defined by SOX or external auditors. 2 Very Low Critical Non-existent or has major deficiencies and do not operate as intended. There are outstanding High risk audit issues or material weakness(es) as defined by SOX or external auditors. 1 Revised for FY13: Moved the Scoring Column to the far right hand side Both Likelihood and Control Effectiveness are now on one page. Printing this in duplex mode results in a “One Pager”. Microsoft Confidential - Internal Use Only 21
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Representative Sample
INHERENT Risk Profile Representative Sample Expected Highly Likely Likely Not Likely Slight 5 4 3 2 1 Minimal Low Moderate High Critical 7 6 9 8 10 Likelihood of Occurrence Severity of Impact # Tier 1 Risks - Inherent Risk 1 Risk 2 Risk 3 Risk 4 Risk 5 Risk 6 Risk 7 Risk 8 Risk 9 Risk 10 Key Message One primary output of the sessions will be a set of top (or “Tier One”) risks based on impact and likelihood scales, which allows us to look at the relative priority of the risks for Operations. Speaking Points This is a representative sample output from the combined results of all risk assessment working sessions for ERM. Look for material concerns in how risks have been prioritized and drive towards a relative consensus as to the “Top Tier” risks for Operations pillar. Call out the definition of inherent risk again Consider the likelihood and the impact A visual depiction of the risks What we are working toward with the risk assessment is a prioritized list of the key business risks to the organization. The risk criteria will cover the impact on the monetary, reputational, regulatory, and market share aspects of the business. This risk map provides a snapshot of the key business risks based on the impact and likelihood of occurrence and appropriate assessment activities, including: • Surveys across relevant businesses or functions • Interviews with key risk stakeholders • Workshop with key executive risk stakeholders to validate and prioritize the top company risks
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Representative Sample
RESIDUAL Risk Profile Representative Sample # Tier 1 Risks - Residual Risk 1 Risk 2 Risk 3 Risk 4 Risk 5 Risk 6 Risk 7 Risk 8 Risk 9 Risk 10 High 1 2 3 4 5 6 Improve Monitor 7 8 9 10 Accept Optimize Low KEY MESSAGE The residual risk profile is a visual aid for management to plot the risks taking into consideration the control level and management activities that are currently in place. Each quadrant will allow management to make a decision on how to best manage the risk and if there is a need to improve the management activities. SPEAKING POINTS The residual risk profile takes into consideration existing management activities and controls that are already in place to manage the risk exposure in certain areas. The diagram helps determine where the level of risk an controls for any given risk. The residual risk profile will help management determine where there is a need to plan new initiatives to further manage risk. A high risk exposure and low control level will prompt management to implement new processes that will help them manage risk. A low risk exposure and low control level shows management that the risk and control level are set at an acceptable level within the business unit’s risk appetite. A low risk and high control level is a sin to management that the risk is not being managed effectively and there might be the opportunity to reduce management’s efforts regarding the risk. A high risk exposure and high control level signifies that risks are properly being managed, however it is important to monitor the activities as the risk exposure is high. You can also note that where the axis are drawn between the four quadrants relates to managements “risk appetite” Low High
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10K Risk Mapped to ERM Board Risks
ERM Risk Category 10K Risk ERM Board-level Risk FY10 ERM Status 1 Strategic Challenges to our business model may reduce our revenues and operating margins Business model disruptions from competitive landscape Monitor Business model pricing erosion Rise of alternative platforms 2 We face intense competition 3 We make significant investments in new products and services that may not be profitable Strategic investments 4 Strategic (Operational) Acquisitions and joint ventures may have an adverse effect on our business Acquisition integration Yahoo! Partnership Improve 5 Legal (Strategic, Financial, Operational) We may not be able to adequately protect our intellectual property rights Software piracy 6 Legal We are subject to government litigation and regulatory activity that affects how we design and market our products Regulatory scrutiny and antitrust focus 7 Improper disclosure of personal data could result in liability and harm our reputation Security and privacy of critical data 8 Third parties may claim we infringe their intellectual property rights Not mapped 9 We operate a global business that exposes us to additional risks Regulatory non-compliance Anti-corruption 10 We have claims and lawsuits against us that may result in adverse outcomes 11 Operational We may not be able to protect our source code from copying if there is an unauthorized disclosure of source code 12 Security vulnerabilities in our products could lead to reduced revenues or to liability claims Product quality and security - software & services 13 Our vertically-integrated hardware and software products may experience quality or supply problems Hardware quality and compliance 14 Catastrophic events or geo-political conditions may disrupt our business Business continuity management 15 We may experience outages and disruptions of our online services if we fail to maintain an adequate operations infrastructure Inadequate operations infrastructure 16 Our business depends on our ability to attract and retain talented employees Global employee recruitment & retention Succession planning 17 Delays in product development schedules may adversely affect our revenues Product/service launch and sustainability 18 Financial Adverse economic conditions may harm our business Financial market volatility Credit and collections 19 We may have additional tax liabilities Financial Reporting Taxation of foreign earnings 20 If our goodwill or amortizable intangible assets become impaired we may be required to record a significant charge to earnings
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Risk Theme Development (Top Down Approach)
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Development of Business Risk Themes
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Prioritization of Risk Themes
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Themes Themes # of Hours % of Total Sales and Channel Management
19,072 29% Cloud Implementation 9,088 14% Compliance & Governance 7,616 12% Spend Management 7,552 Statutory and Local Requirements 7,296 11% Product & Service Launch Readiness 4,736 7% Privacy & Security of Critical Data and Intellectual Property 3,584 6% Supply Chain 3,328 5% IT/Business Alignment and System Implementations 1,920 3% Internal process changes due to shift in business model 512 1% Grand Total 64,704 100%
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Project Assignment
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Project Assignments Align by Risk Theme Align by Risk Pilar Theme
# of Hours % of Total Sales and Channel Management 19,072 29% Cloud Implementation 9,088 14% Anti-Malware services follow-up 640 1% Azure Services consumption Azure Services ISO 1,152 2% Cloud Services Privacy Commerce platform & business operations Commercial Online Services order to cash 768 CRM Online ISO Online Services Rapid Assessments Online Services platform automation SKU, pricing & redemption token management Windows Phone Marketplace Apollo readiness Compliance & Governance 7,616 12% Spend Management 7,552 Statutory and Local Requirements 7,296 11% Product & Service Launch Readiness 4,736 7% Privacy & Security of Critical Data and Intellectual Property 3,584 6% Supply Chain 3,328 5% IT/Business Alignment and System Implementations 1,920 3% Internal process changes due to shift in business model 512 Grand Total 64,704 100% Risk Pilar Total Hours Financial 18,255 Legal/compliance 13,750 Operational 32,699 Acquisition integration 230 Business continuity management 536 Anti-Malware services follow-up 128 Azure Services ISO 192 Commercial CSS 216 Data management 616 Facility access and security 856 Global employee recruitment and retention 764 Hardware quality and compliance 768 Inadequate operations infrastructure 5,281 Product quality and security (software & services) 2,656 384 Commercial Online Services order to cash CRM Online ISO Nokia SSAE16 readiness 640 Online Services Rapid Assessments Online Services platform automation 480 Product/service launch and sustainability 1,493 Security and privacy of critical data 8,389 Software piracy 1,015 Spend management 8,350 Strategy and IT resource alignment 1,744 Grand Total 64,704
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Project Level Risk Risks are aligned to COSO framework (area/type/category) Associate risks with auditable unit (AU) Significance and likelihood scores are absolute Residual score is calculated based a discounting using the audit experience/knowledge score Reassess after each project
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All Up Comparison of Risks YoY (‘Gut-Check’)
FY11 Actual FY12 Actual FY13 Plan FY12 Actual vs FY13 Hours % % Pts Financial 26,500 36% 22,600 30% 23,700 28% 1,100 -2 Pts Compliance 17,300 24% 15,400 20% 17,900 21% 2,500 1 Pts Operational 29,400 40% 37,300 49% 42,400 51% 5,100 Strategic - 0% 0 Pts Grand Total 73,200 100% 75,300 84,000 8,700 12%
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Capacity
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Resource Capacity FY13 FTE Program Project Invest ERM Internal Total
VP 1 720 180 90 1,800 - 1,620 PPM director PPM manager Admins 2 3,600 IA director 4 2,880 2,160 7,200 IA program mgr 8 9,360 1,440 14,400 IA proj/ppl mgr 6 5,940 2,700 10,800 IA proj mgr IA lead 15 1,350 22,950 27,000 IA staff 18 29,160 3,240 32,400 RA 4,680 2,520 TECA manager 540 630 450 TECA staff 270 FIU director FIU ppl mgr 3 810 5,400 FIU staff 10 900 15,300 18,000 FIU PM 77 19,620 70,650 19,530 1,710 27,090 138,600 FIU Vendors 5,100 IA Vendors 10,405 11,305 SMSG Vendors 2,900 ERM Vendor 300 PPM Vendor 1,250 Vendor total 13,305 20,855 Total All 20,520 83,955 24,630 2,010 28,340 159,455
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Load Balancing Row Labels Hours Min Threshold Max Threshold a-Jul
2,624 4,543 5,652 b-Aug 2,752 c-Sep 5,248 d-Oct 5,696 e-Nov 7,595 f-Dec 4,715 g-Jan 6,187 h-Feb 6,592 i-Mar 6,720 j-Apr 6,848 k-May 5,184 l-Jun 3,776 Grand Total 63,937 54,516 67,824
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Continuous Audit Planning Cycle
More efficient annual planning cycle Synchronized with ERM Responsive to changing risk environment 6-month project planning cycle allows for more flexibility 18-month view Risk Assessment Identify Projects Finalize Audit Plan AC Plan Review AC Plan Approval Execute Audit Plan Risk Assess-ment Mid-year Update On-going April May June Jul-Dec December January - September Guidelines (Delete in your customized version) - Use Slide for Presentations to Internal Microsoft Stakeholders, Internal recruiting events and External Presentations. The following diagram represents a summary of the key Phases of the annual Internal Audit Planning Cycle. Summary Audit Projects are identified through the Annual Internal Audit planning Cycle. Auditable units are assessed ranked based on risk scores (as discussed above using data collected through the ERM processes). The final annual audit project plan is approved by the Audit Committee in September. There are mid year updates to the annual risk assessments of auditable units to make changes and adjustments based on new information. The audit projects identified through this Annual Planning Cycle are executed during the internal audit year (September through August). Strategic Planning & Risk Assessment (April) The planning methodology is refreshed each cycle to ensure compliance with IIA Standards IA management team sets key department strategies, priorities & initiatives aligned to Company and finance priorities IA managers define inventory of auditable units (AUs) for their organization specialization IA and ERM share the same risk hierarchy and IA managers review each Risk, determine which AU’s hold that risk and score ERM Data is leveraged for the initial risk scorings of auditable units Stakeholder meetings are scheduled to validate the preliminary risk scores A Calibration process occurs to normalize risk assessments across specializations through Risk Q&A roundtables Project identification (May-Jun) Risk scores are reviewed by risk category, type, business area, geography, etc. to determine key risks to be addressed by the Audit Plan Potential audit activities are identified which address key risks Project budgets are determined Resource allocations are made based on risk and breath coverage Calibration of audit plan with D&T and SOX PMO for coordination & reliance opportunities, and with business stakeholders Plan Finalization (July-Aug) Review, validation, prioritization and load-balancing of potential project plan against quarterly resource capacity Finalize planned resource allocation based on project plan Review plan w/ key stakeholders including CEO, Presidents, CFO for validation Presentation To AC (Sept) Present audit plan to AC for approval and adoption Audit Plan Execution (Internal Audit Year - September through August) Execute the audit plan Ongoing risk assessments throughout the year to adjust plan and/or resource allocation based on changes in risk, priorities, or resources, using annual audit plan as baseline Quarterly updates to AC on performance and changes to approved audit plan
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Key Takeaways Align IA Org to Business
ERM Critical to Navigating Risks Risk Factors (Impact, Likelihood, and Prior Results) Measure Risk Variance Ensure Adequate Capacity Revisit and Reassess Risk Annually
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Questions?
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Thanks!
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3/31/ :28 PM © 2010 Microsoft Corporation. All rights reserved. Microsoft, Windows, Windows Vista and other product names are or may be registered trademarks and/or trademarks in the U.S. and/or other countries. The information herein is for informational purposes only and represents the current view of Microsoft Corporation as of the date of this presentation. Because Microsoft must respond to changing market conditions, it should not be interpreted to be a commitment on the part of Microsoft, and Microsoft cannot guarantee the accuracy of any information provided after the date of this presentation. MICROSOFT MAKES NO WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, AS TO THE INFORMATION IN THIS PRESENTATION.
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