信息披露制度：内部控制【外文翻译】
财务报告的内部控制【外文翻译】
财务报告的内部控制【外文翻译】本科毕业论文(设计)外文翻译外文题目 Auditing Internal Control Over Financial Reporting外文出处《 Auditing Internal Control Over Financial Reporting》University of Hawai’i at Hilo 2004(12):100-107外文作者 James E. Hunton原文:Public Company Accounting Oversight Board (PCAOB) Auditing Standard No. 2 , AnAudit of Internal Control Over Financial Reporting Performed in Conjunction With an Audit of Financial Statements, (AS-2) addresses the work that is required to audit internal control over financial reporting and the relationship of that audit to the audit of the financial statements.Since the issuance of AS-2, auditors and other parties have raised questions on a variety of issues about the implications of AS-2. To answer those questions, on June 23, 2004, the Office of the Chief Auditor of the PCAOB issued guidance in the form of questions and answers on issues related to the implementation of AS-2. Refer to the September 30, 2004, and October 15, 2004, GAAS Update Service issues for coverage of the topics previously addressed by the PCAOB staff in its June release, which relate to the following areas: auditor independence;scope and extent of testing; evaluating deficiencies; multi-location issues; using work of others;and serviceorganizations. In response to additional implementation questions that continue to be raised, on October 6, 2004, the PCAOB staff updated its June release, Auditing Internal Control Over Financial Reporting, on frequently asked questions. The updated PCAOB release issued in October 2004 provides additional interpretive and implementation guidance on issues relating to scope and extent of testing, evaluating deficiencies, and service organizations.PCAOB staff questions and answers represent the staff’s opinions on issues related to the implementation of the standards of the PCAOB. They are intended to1provide guidance to auditors on implementing the PCAOB’s standards. However, they are neither rules of the PCAOB nor have they been approved by the PCAOB.Scope and Extent of TestingQ. Does the scope of internal control over financial reporting as it relates to compliance with laws and regulations under AS-2 encompass controls over a broader array of circumstances than those described in AU Section 317, Illegal Acts byClients?A. Yes. AU Section 317, Illegal Acts by Clients, provides that the auditorconsider the laws and regulations that have a direct and material effect on the determination of financial statement amounts. However,paragraph 15 of AS-2 does not use the phrase “direct and materialeffect on the determination of financial statement amounts.” Rather, paragraph 15 of AS-2 provides that operations andcompliance with laws and regulations directly related to the presentation of and required disclosures in financial statements are encompassed in internal control over financial reporting. This provision in AS-2 includes: (1) the “direct and material”effects described in AU Section 317, such as compliance with taxlaws that affect accruals and the amount recognized as expense in the accounting period; and (2)other circumstances that would be classified under AU Section 317 as having only indirect effects on the financial statementsIn the PCAOB staff’s view, internal control over financialreporting encompasses controls over the identification, measurement, and reporting of all material actual loss events that have occurred, including controls over the monitoring and risk assessment of areas in which such actual loss events are reasonably possible. The staff guidance illustrates this point by indicating that, for example, a waste disposal company’s internal control over financial reporting ordinarily would encompass controls for identifying and measuring environmental liabilities for existing and newly acquired landfills, even if there is no governmental investigation or enforcement proceeding underway.The PCAOB staff believes that its interpretation is consistent with the Securities and Exchange Commission (SEC) staff’s views regarding management’s2responsibilities for assessing internal control over financial reporting. According to the SEC staff, while it may be possible to connect the violation of any law, rule, or regulation to the financial statements by observing that if the violation is significant enough it will have a material effect on the registrant’s financial statements, the SEC staff does not believe that compliance with all laws fits within the definition. The SEC’s financial reporting requirements and the Internal Revenue Code are examples of regulations that are directly related to the preparation of the financial statements. Conversely, rules requiring disclosure as to the existence of a code of ethics or disclosure as to the existence of an audit committee financial expert are examples of rules promulgated under the Sarbanes-Oxley Act of 2002 (SOA) that are not directly related to the preparation of financial statementsEvaluating DeficienciesWhat is the effect on the auditor’s evaluation of management’s assessment of internal control and the au ditor’s report in circumstances under which management’s assessment and the auditor’s audit procedures do not include certain controls that should have beenencompassed because neither management nor the auditor has the ability to evaluate those controls?A. There may be circumstances in which there are restrictions on the scope of the auditor’s engagement to audit internal control over financial reporting. For example, both management and the auditor may be unable to obtain evidence of operating effectiveness of controls at a service organization used by the company because a type 2 Statement on Auditing Standards (SAS) No. 70, Service Organizations, (SAS-70) report that is deemed to be necessary under the circumstances is not available. If neither management nor the auditor is able toperform tests of controls at the service organization (e.g., because management does not have a contractual right to do so), a scope limitation exists.An SEC staff interpretation states that, subject to limited exceptions, management cannot issue a report on internal control with a scope limitation. Under paragraph 20 of AS-2, in order for the auditor to satisfactorily complete an audit of internal control over financial reporting, management must fulfill several3responsibilities, including evaluating the effectiveness of the company’s internal control over financial reporting and supporting its evaluation with sufficient evidence. Therefore, if management is unable to assess certain controls over financial reporting that should have been included in its assessment, a control deficiency exists. If the transaction or events subject to controls that management is unable toassess are material to the company’s financial statements, the auditor ordinarily would determine that this control deficiency represents a material weakness. In addition, the auditor would need to determine whether management, under the circumstances, had failed to fulfill its responsibilities to evaluate the effectiveness of the company’s internal control over financial reporting and support its evaluation with sufficient evidence. If the auditor determines that management has not fulfilled its responsibilities, the auditor is required to disclaim an opinion. Also, to the extent that management has willfully decided not to fulfill its responsibilities, the auditor may have additional responsibilities under AU Section 317 and under Section 10A of the Securities Exchange Act of 1934.In making the determination of whether management has fulfilled its respons ibilities to evaluate the effectiveness of the company’s internal control over financial reporting, the PCAOB staff indicates that the auditor could evaluate factors, such as the following: • The date of the contract or other transaction documents that co uld have provided management with the ability to assess controls or otherwise to obtain evidence of the operating effectiveness of relevant controls;• The relative ease or difficulty with which management could renegotiate the contract or transaction documents and the extent to which management has attempted to do so; and• Whether management is able to assess the controls, or obtain evidence of operating effectiveness of relevant controls, in the absence of having access to the controls. The PCAOB staff provides the following examples of how to apply the aforementioned guidance:• Inability to obtain evidence of the operating effectiveness of controls at the4service organization.When the transactions or events subject to the internal controls at the service organization are material to the company’s financial statements, and management is unable to obtain evidence about their operating effectiveness, the auditor ordinarily would determine that a material weakness exists. However, for example,if the servicing contract with the service organization was executed in 2001 (i.e., well before the existence of the SOA) and management already has negotiated with the service organization to provide a suitable type 2 SAS-70 report next year, the auditor might determine that management had fulfilled its responsibilities under AS-2. Accordingly, the auditor might be able to complete the audit of internal control over financial reporting. On the other hand, the auditor ordinarily would determinethat management had not fulfilled its responsibilities under AS-2 in the following circumstances: (1) if management recently renewed its contract with the service organization but did not negotiate either an agreement about obtaining a suitable type 2 SAS-70 report or permission to test controls at the service organization; or (2) if the contract with theservice organization is long-dated and management has not attempted to negotiate to obtain the necessary evidence of operating effectiveness of controls. Accordingly, in these circumstances, the auditor would be required to disclaim an opinion and would need to evaluate his or her additional responsibilities under AU Section 317 and under Section 10A of the Securities Exchange Act of 1934.• Consolidation of variable interes t entities. The SEC allows management tolimit its assessment of internal control over financial reporting by excluding certain entities that are subject to consolidation under FASB Interpretation No. 46, Consolidation of Variable Interest Entities—an Interpretation of ARB No. 51(FIN-46). For example, management is permitted to exclude from the scope of its assessment the controls of an entity in existence prior to December 15, 2003, that is consolidated pursuant to FIN-46, for which the company does not have the right or authority to assess the controls and also lacks the ability to make that assessment. In such situations, according to AS-2, the auditor may limit the audit of internal control over financial reporting in the same manner and report without reference to the scope5limitation. On the other hand, if management is unable to assess the controls of an entity consolidated pursuant to FIN-46 that came into existence subsequent to December 15, 2003, the auditor would concludethat a control deficiency exists; accordingly, if the consolidated variable interest entity is material to the company’sfinancial statements, the auditor ordinarily would conclude thatthis represents a material weakness in internal control over financial reporting. Also, the auditor needs to determine whether management has fulfilled its responsibilities as described in paragraph 20 of AS-2. If the auditor determines that management has not fulfilled its responsibilities, the auditor is required to disclaim an opinion. Also, to the extent that management has willfully decided not to fulfill its responsibilities, the auditor may have additional responsibilities under AU Section 317 and under Section 10A of the Securities Exchange Act of 1934.Service Organizations• By vir tue of the requirement in AS-2 for the auditor to perform at least one walkthrough for each major class of transactions, if a service organization’s services involve the processing of a major class of transactions, should the auditor perform walkthroughs at the service organization?• AS-2 requires the auditor to perform at least one walkthrough for each major class of transactions. In a walkthrough, the auditor traces all types of company transactions and events: (1) from origination; (2) through the comp any’s accounting, information, and financial reporting system; and (3) to their inclusion and disclosure in the company’s financial statements. Because of the importance of walkthroughs and thefact that they accomplish several objectives, AS-2 specifically requires the auditor to: • Perform walkthroughs in each annual audit of internal control over financial reporting;• Perform the walkthroughs directly himself or herself (i.e., the auditor is precludedfrom delegating the performance of walkthroughs to others, e.g., to management or tothe internal auditors); and• Perform at least one walkthrough for each major class of transactions. If theprocessing of a major class of transactions involves the services ofa service6organization, the PCAOB staff advises that auditors would not haveto perform walkthroughs at the service organization, as long as they were able to obtain sufficient evidence to achieve the objectives of the walkthrough by other means, for example through a service auditor’s repor t. In evaluating if the service auditor’s report provides evidence sufficient to achieve the objectives of a walkthrough, the PCAOB guidance indicates that auditors should follow the directions in paragraphs B21 to B24 of AS-2, which indicate:• The audit or may obtain evidence about whether controls that are relevant to management’s assessment and the auditor’s opinion are operating effectively by performing procedures, such as the following:—Performing tests of the user organization’s controls over the activities of the service organization (e.g., testing the user organization’s independent performance of selected items processed by the service organization or testing the user organization’s reconciliation of output reports with source documents).— Performing tests of controls at the service organization.—Obtaining a service auditor’s report on controls placed in operation and tests of operating effectiveness, or a report on the application of agreed-upon procedures that describes relevant tests of controls.• If a service auditor’s report on controls placed in operation and tests of operating effectiveness is available, management and theauditor may evaluate whether this report provides sufficient evidence to support the assessment and opinion, respectively.In evaluating whether such a service auditor’s report provides sufficient evidence, management and the auditor should consider the following factors: — The time period covered by the tests of controls and its relation to the date of management’s assessment;— The scope of the examination and applications covered, the controls tested,and the way in which tested controls relate to the company’s controls; and—The results of those tests of controls and the service auditor’s opinion on the operating effectiveness of the controls.• If the service auditor’s report on controls placed in operation and tests of operating7effectiveness contains a qualification that the stated control objectives might be achieved only if the company applies controls contemplated in the design of the system by the service organization, the auditor should evaluate whether the company is applying the necessary procedures. For example, completeness of processing payroll transactions might depend on the company’s validat ion that all payroll records sent to the service organization were processed by checking a control total. • In determining whether the service auditor’s report provides sufficient evidence tosupport management’s assessment and the auditor’s opinion, management and the auditor should make inquiries concerning the service auditor’s reputation, competence, and independence. The auditor should refer to AU Section 543,Part of AuditPerformed by Other Independent Auditors, for additional guidance. If the companyauditor concludes that information is not available to obtain sufficient evidence to achieve the objectives of the walkthrough, he or she may: (1) consider contacting the service organization, through the user organization, to obtain specific information or to request that a service auditor be engaged to perform the procedures that will providethe necessary information; or (2) visit the service organization and perform the necessary procedures.Source:James E. Hunton, Auditing Internal Control Over Financial Reporting :University of Hawai’i atHilo. December 2004(12):100-1078译文:财务报告的内部控制上市公司会计监督委员会(PCAOB)审计准则第2号，内部审计对财务报告与审计财务报表的控制，解决了所需要的内部控制审计财务报告工作和相关的财务报表的审计。
会计内部控制中英文对照外文翻译文献
会计内部控制中英文对照外文翻译文献(文档含英文原文和中文翻译)内部控制系统披露—一种可替代的管理机制根据代理理论，各种治理机制减少了投资者和管理者之间的代理问题（Jensen and Meckling，1976； Gillan，2006）。
传统上，治理机制已经被认定为内部或外部的。
内部机制包括董事会及其作用、结构和组成（Fama，1980；Fama and Jensen，1983），管理股权(Jensen and Meckling，1976)和激励措施，起监督作用的大股东(Demsetz and Lehn，1985)，内部控制系统(Bushman and Smith，2001)，规章制度和章程条款(反收购措施)和使用的债务融资（杰森，1993）。
外部控制是由公司控制权市场(Grossman and Hart,1980)、劳动力管理市场（Fama,1980）和产品市场（哈特,1983）施加的控制。
各种各样的金融丑闻，动摇了世界各地的投资者，公司治理最佳实践方式特别强调了内部控制系统在公司治理中起到的重要作用。
内部控制有助于通过提供保证可靠性的财务报告，和临时议会对可能会损害公司经营目标的事项进行评估和风险管理来保护投资者的利益。
这些功能已被的广泛普及内部控制系统架构设计的广泛认可，并指出了内部控制是用以促进效率，减少资产损失风险，帮助保证财务报告的可靠性和对法律法规的遵从（COSO,1992）。
尽管有其相关性，但投资者不能直接观察，因此也无法得到内部控制系统设计和发挥功能的信息，因为它们都是组织内的内在机制、活动和过程（Deumes and Knechel,2008）。
由于投资者考虑到成本维持监控管理其声称的（Jensen and Meckling，1976）,内部控制系统在管理激励信息沟通上的特性，以告知投资者内部控制系统的有效性,是当其他监控机制（该公司的股权结构和董事会）比较薄弱，从而为其提供便捷的监控（Leftwich et等, 1981）。
内部控制外文翻译
内部控制系统披露—一种可替代的管理机制塞尔吉奥-贝里塔会计部门博科尼大学根据代理理论，各种治理机制减少了投资者和管理者之间的代理问题（Jensen and Meckling，1976； Gillan，2006）。
传统上，治理机制已经被认定为内部或外部的。
内部机制包括董事会及其作用、结构和组成（Fama，1980；Fama and Jensen，1983），管理股权(Jensen and Meckling，1976)和激励措施，起监督作用的大股东(Demsetz and Lehn，1985)，内部控制系统(Bushman and Smith，2001)，规章制度和章程条款(反收购措施)和使用的债务融资（杰森，1993）。
外部控制是由公司控制权市场(Grossman and Hart,1980)、劳动力管理市场（Fama,1980）和产品市场（哈特,1983）施加的控制。
各种各样的金融丑闻，动摇了世界各地的投资者，公司治理最佳实践方式特别强调了内部控制系统在公司治理中起到的重要作用。
内部控制有助于通过提供保证可靠性的财务报告，和临时议会对可能会损害公司经营目标的事项进行评估和风险管理来保护投资者的利益。
这些功能已被的广泛普及内部控制系统架构设计的广泛认可，并指出了内部控制是用以促进效率，减少资产损失风险，帮助保证财务报告的可靠性和对法律法规的遵从（COSO,1992）。
尽管有其相关性，但投资者不能直接观察，因此也无法得到内部控制系统设计和发挥功能的信息，因为它们都是组织内的内在机制、活动和过程（Deumes and Knechel,2008）。
由于投资者考虑到成本维持监控管理其声称的（Jensen and Meckling，1976）,内部控制系统在管理激励信息沟通上的特性，以告知投资者内部控制系统的有效性,是当其他监控机制（该公司的股权结构和董事会）比较薄弱，从而为其提供便捷的监控（Leftwich et等, 1981）。
信息披露制度：内部控制【外文翻译】
外文翻译原文Regulation by disclosure: the case of internal control Material:/content/351u43877v108j45/author：Laura F. Spira Michael Page…the subject of internal control, once a guaranteed remedy for sleeplessness, has made a spectacular entry onto political and regulatory agendas. (Power 1997: 57) In his analysis of the development of the role of audit, Power observes that internal control has become increasingly important as part of a system of regulation which relies on making internal mechanisms visible through forms of self-validation and disclosure. Corporate governance requirements have frequently been couched in the form of codes of practice on the principle of ‘comply or explain’ rat her than prescriptive legislation. The monitoring role of the board of directors, which forms the apex of the internal control system of an organisation, has been emphasised. The influence of particular interest groups has been important in the negotiation of these developments. Auditors, both internal and external, can claim expertise in internal control, advancing their organisational position in the case of internal auditors (Spira and Page 2003) and increasing the potential for sales of specialised services in the case of external auditors. Regulators and legislators have focused on internal control issues as a policy response to crises (Cunningham 2004).The use of internal control as a corporate governance device reflects a subtle but significant chang e in its conception, moving from the original ‘‘supportive’’ notion that internal control systems were an integral part of the structure of an organization which enabled its goals to be achieved, to the more recent view of internal control as a substantial ly ‘‘preventive’’ system, designed to minimise obstructions to goal achievement and carrying significantly greater expectations of the effectiveness of such systems. As Page and Spira (2004) note, companies have also increasingly taken ‘risk-based’ approac hes to internal control because of the increased pace of organizational change—control systems change too fast to be rigidly documented and companies may not even have full documentation relating to some of their IT based systems. For these reasons there has been an increase in‘delegation’ of control downwards in the organization and there is likely to be no central record of control systems.The emergence of risk-based approaches to internal control has resulted in a confluence of internal control and risk management to the point that an influential publication (Jones and Sutherland 1999) issued at the same time as the Turnbull guidance referred frequently to ‘‘internal control and risk management’’ as a single concept in providing practical assistance for boards in complying with the Turnbull disclosure requirements.The demonstration of ‘‘good’’ corporate governance is a challenge for boards of directors but describing structural mechanisms such as internal control processes may be one way of meeting demands for transparency. Thus, what was once an internal interest becomes a means of demonstrating regulatory compliance.Concerns about internal control in the US and the UK arose initially from a desire to establish the boundaries of external auditor responsibility. The difficulties of defining internal control are illustrated in the earliest US experience, as summarized in a lecture by Mautz (1980). He quotes the 1949 AICPA definition: Internal control comprises the plan of organization and all of the coordinate methods and measures adopted within a business to safeguard its assets, check the accuracy and reliability of its accounting data, promote operational efficiency, and encourage adherence to prescribed managerial policies.and describes the concern of fi rms’ legal counsel about the broadness of this definition. This concern led to a new definition issued in 1958 which split the four parts of the original defi nition between ‘‘accounting control’’ (safeguarding assets and checking reliability and accura cy of accounting data) and ‘‘administrative control’’ (promotion of operational ef ficiency and encouragement of adherence to prescribed management policies) and defi ned auditors’ responsibility as reviewing accounting controls only. A further narrowing took place in 1972 when the US auditing profession limited the two components of ‘‘accounting control’’ even more.Up to this point, the definition was really only of concern to companies and their auditors but the passing of the Foreign Corrupt Practices Act in 1977 changed this. The Act was passed in response to bribery scandals and for the rst time envisaged the use of internal control as regulation. It was based on a narrow conception of internal control newly described as ‘‘internal accounting control’’. It also changed the focus of internal control: whereas the concerns of ‘‘accounting control’’ had been at low organizational levels and clerical procedures, the Act nowshifted attention to controls at board level for the first time.A process for identifying, evaluating and managing the significant risks faced by the Group has been in place throughout the period and is reviewed regularly by the Board. The management of each business is responsible for establishing detailed controls which are embedded within operational and financial procedures in order to manage business risks on a day-to-day basis. Changes in key business objectives which may impact on the risk role of the Group and require changes to existing controls and procedures were monitored during the year by the Chief Executive and Group Finance Director through the established framework of monthly reviews with the Managing Directors and Financial Controllers of each of the business units. The findings and recommendations of internal audit work carried out during the 2004 financial year have been reported to the Audit Committee and a summary of the findings has been presented to the Board. The internal audit program focuses on the key risks inherent in the businesses and the system of control necessary to manage such risks. (Parity Plc)There is little surprise here: in fact it appears to be a series of statements of the obvious. The same impression is gained when reviewing the disclosures of Shaftsbury Plc.The key elements of the Company’s procedur es and internal financial control framework are:1. The close involvement of the executive Directors in all aspects of day-to-day operations, including regular meetings with senior staff to review all operational aspects of the business.2. Clearly defined responsibilities and limits of authority. The Board has responsibility for strategy and has adopted a schedule of matters which are required to be brought to it for decision.3. A comprehensive system of financial reporting and forecasting. Financial accounts are prepared quarterly and submitted to the Board. Profit and cash flow forecasts are prepared at least quarterly, approved by the Board and used to monitor actual performance.4. Regular meetings of the Board and Audit Committee at which financial information is reviewed and business risks are identified and monitored.The company seems to have the kinds of controls that could be expected in a public company. The only context in which ‘risk’ is mentioned is ‘identi fication and monitoring’ that occurs, (in some unexplained way) at regular board and auditcommittee meetings.Both these disclosures are largely ‘statements of the obvious’; while they are apparently company specific there is nothing that surprises, indeed, one would be very surprised if the opposite were stated.Other companies disclosures fall on a continuum of informativeness. For example Electrocomponents plc explains that risk management is ‘an integral part of the system of internal control’ and goes on to give a details of its c ontrol structure and risk processes within a report of average length.Substantive disclosures may include:●descriptions of company structure, particularly relating to committeescharged with risk management responsibilities and their relationship and communications with the board●the role of the audit committee and of the internal audit function, and therelationship between them and with the board●descriptions of risks identified as material●descriptions of risk events and action taken in responseNat ional Grid plc provides a lengthy section ‘‘Risk Factors’’ which identi fies a very extensive range of risks faced by the company.But as one Turnbull Review respondent observed, this is a historical record and current situations may differ.4.5 Effectiveness of internal control and dealing with weaknessesPara 38 of the Guidance sates:In relation to Code Provision D.2.1, the board should summarise the process it (where applicable, through its committees) has applied in reviewing the effectiveness of the system of internal control. It should also disclose the process it has applied to deal with material internal control aspects of any significant problems disclosed in the annual report and accounts.As mentioned previously, reporting on internal control effectiveness was the most contentious of the Cadbury recommendations and the compromise reached in the Combined Code was that companies should report the process that they had undertaken, but not necessarily the results. Only one company expressed a positive opinion on the quality of internal control.The guidance does not ask explicitly that boards indicate the conclusions drawn from the reviews undertaken and only one company does so in a positive fashion The board considers that the measures taken, including physical controls,segregation of duties and reviews by management, provide sufficient and objective assurance.Others tend to frame their conclusions in a negative way:In the opinion of the Board the review did not indicate that the system was ineffective or unsatisfactory.Having reviewed its effectiveness, the directors are not aware of any significant weakness or defi ciency in the Group’s system of internal controls during the year. (Mersey Docks and Harbour Company)Where such a statement is accompanied by a more detailed account of the review process, it appears to have been included as a formality within a substantive, company specific disclosure.In rare cases, actions taken as a result of reviews or incidents are described:Following the significant issues experienced within the implementation of the new supply chain system, the following additional processes have been put in place:●specific management teams were convened to examine the root causeof the supply problems, and to put in place new processes and controls to reduce and eliminate these issues;●management report weekly to the Executive Committee on the progresswith the stabilization of the system and the effectiveness of supply to our customers;●the risk management process outlined below was reviewed andenhanced with the emphasis on ownership, risk mitigation activities and improved monitoring activities to act as early warning indicators of risk occurrence.These activities are designed to strengthen the control environment. (MFIFurniture Group plc)This analysis using the headings derived from the Turnbull guidance (see above) demonstrates the superficiality of disclosures that appear to comply formally with the guidance.译文信息披露制度：内部控制资料来源:/content/351u43877v108j45/作者：Laura F. Spira Michael Page使用内部控制作为公司治理的一种策略，反映了公司治理中一个微妙但是重要的改变。
内部控制信息披露制度
内部控制信息披露制度概述近年来，随着全球金融市场的发展与中国经济的快速增长，内部控制信息披露制度在我国取得了重要进展。
内部控制信息披露制度是指企业为保护投资者利益和促进市场透明度而建立的一种制度，旨在确保企业内部控制的有效性、合规性和透明度。
本文将探讨内部控制信息披露制度的意义、目的、内容和发展现状。
一、内部控制信息披露制度的意义内部控制信息披露制度对于企业和投资者来说都具有重要意义。
对于企业而言，内部控制信息披露制度有助于规范企业内部控制的运作，提升企业内部管理水平，减少内部风险和漏洞，增强企业的竞争力。
同时，内部控制信息披露制度也有助于增加投资者对企业的信任度，促进企业与投资者之间的互信关系，吸引更多投资者参与市场交易。
对于投资者而言，内部控制信息披露制度为他们提供了一个全面了解企业内部控制情况的途径。
通过内部控制信息披露，投资者可以更好地评估企业的风险和潜力，做出更明智的投资决策。
此外，内部控制信息披露制度还可以为投资者提供保护机制，在企业发生重大风险或违规行为时，投资者能够及时获得相关信息，保护自身利益。
二、内部控制信息披露制度的目的内部控制信息披露制度的目的是为了提高企业内部控制的有效性、合规性和透明度。
具体而言，内部控制信息披露制度的目标包括：1. 提供透明、准确和可靠的内部控制信息：通过信息披露，使企业的内部控制信息能够全面、准确和及时地传达给投资者和其他利益相关方，提供真实可信的信息。
2. 保护投资者利益：通过信息披露，使投资者能够了解企业内部控制的状况，评估企业的风险和潜力，做出更明智的投资决策，从而保护自身利益。
3. 促进市场透明度：通过信息披露，增加市场的透明度，减少不对称信息带来的不确定性，提高市场的有效性和稳定性。
三、内部控制信息披露制度的内容内部控制信息披露制度的内容包括两个方面：一是披露原则，二是披露内容。
1. 披露原则：内部控制信息披露制度的披露原则主要包括以下几方面：（1）公平原则：内部控制信息应当公平、准确地披露给所有投资者和利益相关方，不能对某一特定群体进行秘密披露。
内部控制外文文献及翻译
中文4500字本科生毕业设计（论文）外文原文及译文所在系管理系学生姓名郭淼专业会计学班级学号指导教师2013年6月外文文献原文及译文Internal ControlEmergence and development of the theory of the evolution of the internal controlInternal control in Western countries have a long history of development, according to the internal control characteristics at different stages of development, the development of internal control can be divided into four stages, namely the internal containment phase, the internal control system phase, the internal control structure phase, overall internal control framework stage.Internal check stages: infancy internal controlBefore the 1940s, people used to use the concept of internal check. This is the embryonic stage of internal control. "Keshi Accounting Dictionary" definition of internal check is "to provide effective organization and mode of operation, business process design errors and prevent illegal activities occur. Whose main characteristic is any individual or department alone can not control any part of one or the right way to conduct business on the division of responsibility for the organization, each business through the normal functioning of other individuals or departments for cross-examination or cross-control. designing effective internal check to ensure that all businesses can complete correctly after a specified handler in the process of these provisions, the internal containment function is always an integral part. "The late 1940s, the internal containment theory become important management methods and concepts. Internal check on a "troubleshooting a variety of measures" for the purpose of separation of duties and account reconciliation as a means to money and accounting matters and accounts as the main control object primary control measures. Its characteristics are account reconciliation and segregation of duties as the main content and thus cross-examination or cross-control. In general, the implementation of internal check function can be roughly divided into the following four categories: physical containment; mechanical containment; institutional containment; bookkeeping contain. The basic idea is to contain the internal "security is the result of checks and balances," which is based on two assumptions: First: two or more persons1西安交通大学城市学院本科毕业设计（论文）or departments making the same mistake unconsciously chance is very small; Second: Two or more the possibility of a person or department consciously partnership possibility of fraud is much lower than a single person or department fraud. Practice has proved that these assumptions are reasonable, internal check mechanism for organizations to control, segregation of duties control is the foundation of the modern theory of internal control.Internal control system phases:generating of internal controlThe late1940s to the early1970s, based on the idea of internal check, resulting in the concept of the internal control system, which is the stage in the modern sense of internal control generated. Industrial Revolution has greatly promoted the major change relations of production, joint-stock company has gradually become the main form of business organization of Western countries, in order to meet the requirements of prevailing socio-economic relations,to protect the economic interests of investors and creditors, the Western countries have legal requirements in the form of strengthen the corporate financial and accounting information as well as internal management of this economic activity.In 1934, the "securities and exchange act" issued by the U.S. government for the first time puts forward the concept of "internal accounting control", the implementation of general and special authorization book records, trading records, and compared different remedial measures such as transaction assets. In 1949, the American institute of certified public accountants (AICPA) belongs to the audit procedures of the committee (CPA) in the essential element of internal control: the system coordination, and its importance to management department and the independence of certified public accountants' report, the first official put forward the definition of internal control: "the design of the internal control includes the organization and enterprise to take all of the methods and measures to coordinate with each other. All of these methods and measures used to protect the property of the enterprise, to check the accuracy of accounting information, improve the efficiency of management, promote enterprise stick to established management guidelines." The definition from the formulation and perfecting the inner control of the organization, plan, method and measures such as rules and regulations to implement internal control, break through the limitation of control related to the financial and accounting department directly, the four objectives of internal control, namely the enterprise in commercial2外文文献原文及译文activities to protect assets, check the veracity and reliability of financial data, improve the work efficiency, and promote to management regulations. The definition of positive significance is to help management authorities to strengthen its management, but the scope of limitation is too broad. In 1958, the commission issued no. 29 audit procedures bulletin "independent auditors evaluate the scope of internal control", according to the requirements of the audit responsibility, internal control can be divided into two aspects, namely, the internal accounting control and internal management control. The former is mainly related to the first two of the internal control goal, the latter mainly relates to the internal control after two goals. This is the origin of the internal control system of "dichotomy". Because the concept of management control is vague and fuzzy, in the actual business line between internal control and internal accounting control is difficult to draw. In order to clear the relations between the two, in 1972 the American institute of certified public accountants in the auditing standards announcement no. 1, this paper expounds the internal management control and internal accounting control: the definition of "internal management control including, but not limited to organization plan, and the administrative department of the authorized approval of economic business decision-making steps on the relevant procedures and records. This authorization of items approved activities is the responsibility of management, it is directly related to the management department to perform the organization's business objectives, is the starting point of the economic business accounting control." At the same time, the important content of internal accounting control degree and protect assets, to ensure that the financial records credibility related institutions plans, procedures and records. After a series of changes and redefine the meaning of the internal control is more clear than before and the specification, increasingly broad scope, and introduces the concept of internal audit, has received recognition around the world and references, the internal control system is made.The internal control structure stage: development of the internal controlTheory of internal control structure formed in the 90 s to the 1980 s, this phase of western accounting audit of internal control research focus gradually from the general meaning to specific content to deepen. During this period, the system management theory has become the new management idea, it says: no physical objects in the world are composed of elements of3西安交通大学城市学院本科毕业设计（论文）system, due to the factors, there exists a complicated nonlinear relationship between system must have elements do not have new features, therefore, should be based on the whole the relationship between elements. System management theory will enterprise as a organic system composed of subsystems on management, pay attention to the coordination between the subsystems and the interaction with the environment. In the modern company system and system management theory, under the concept of early already cannot satisfy the need of internal control systems. In 1988, the American institute of certified public accountants issued "auditing standards announcement no. 55", in the announcement, for the first time with the word "internal control structure" to replace the original "internal control", and points out that: "the enterprise's internal control structure including provide for specific target reasonable assurance of the company set up all kinds of policies and procedures". The announcement that the internal control structure consists of control environment, accounting system (accounting system), the control program "three components, the internal control as a organic whole composed of these three elements, raised to the attention of the internal control environment.The control environment, reflecting the board of directors, managers, owners, and other personnel to control the attitude and behavior. Specific include: management philosophy and operating style, organizational structure, the function of the board of directors and the audit committee, personnel policies and procedures, the way to determine the authority and responsibility, managers control method used in the monitoring and inspection work, including business planning, budgeting, forecasting, profit plans, responsibility accounting and internal audit, etc.Accounting systems, regulations of various economic business confirmation, the collection, classification, analysis, registration and preparing method. An effective accounting system includes the following content: identification and registration of all legitimate economic business; Classifying the various economic business appropriate, as the basis of preparation of statements; Measuring the value of economic business to make its currency's value can be recorded in the financial statements; Determine the economic business events, to ensure that it recorded in the proper accounting period; Describe properly in the financial statements of4外文文献原文及译文economic business and related content.The control program, refers to the management policies and procedures, to ensure to achieve certain purpose. It includes economic business and activity approval; Clear division of the responsibility of each employee; Adequate vouchers and bills setting and records; The contact of assets and records control; The business of independent audit, etc. Internal structure of control system management theory as the main control thought, attaches great importance to the environmental factors as an important part of internal control, the control environment, accounting system and control program three elements into the category of internal control; No longer distinguish between accounting control and management control, and uniform in elements describe the internal control, think the two are inseparable and contact each other.Overall internal control framework stages: stage of internal controlAfter entering the 1990 s, the study of internal control into a new stage. With the improvement of the corporate governance institutions, the development of electronic information technology, in order to adapt to the new economic and organizational form, using the new management thinking, "internal control structure" for the development of "internal control to control the overall framework". In 1992, the famous research institutions internal control "by organization committee" (COSO) issued a landmark project - "internal control - the whole framework", also known as the COSO report, made the unification of the internal control system framework. In 1994, the report on the supplement, the international community and various professional bodies widely acknowledged, has wide applicability. The COSO report is a historical breakthrough in the research of internal control theory, it will first put forward the concept of internal control system of the internal control by the original planar structure for the development of space frame model, represents the highest level of the studies on the internal control in the world.The COSO report defines internal control as: "designed by enterprise management, to achieve the effect and efficiency of the business, reliable financial reporting and legal compliance goals to provide reasonable assurance, by the board of directors, managers and other staff to5西安交通大学城市学院本科毕业设计（论文）implement a process." By defining it can be seen that the COSO report that internal control is a process, will be affected by different personnel; At the same time, the internal control is a in order to achieve business objectives the group provides reasonable guarantee the design and implementation of the program. The COSO report put forward three goals and the five elements of internal control. The three major target is a target business objectives, information and compliance. Among them, the management goal is to ensure business efficiency and effectiveness of the internal control; Information goal is refers to the internal control to ensure the reliability of the enterprise financial report; Compliance goal refers to the internal controls should abide by corresponding laws and regulations and the rules and regulations of the enterprise.COSO report that internal control consists of five elements contact each other and form an integral system, which is composed of five elements: control environment, risk assessment, control activities, information and communication, monitoring and review.Control Environment: It refers to the control staff to fulfill its obligation to carry out business activities in which the atmosphere. Including staff of honesty and ethics, staff competence, board of directors or audit committee, management philosophy and management style, organizational structure, rights and responsibilities granted to the way human resources policies and implementation.Risk assessment: It refers to the management to identify and take appropriate action to manage operations, financial reporting, internal or external risks affecting compliance objectives, including risk identification and risk analysis. Risk identification including external factors (such as technological development, competition, changes in the economy) and internal factors (such as the quality of the staff, the company nature of activities, information systems handling characteristics) to be checked. Risk analysis involves a significant degree of risk estimates to assess the likelihood of the risk occurring, consider how to manage risk.Control activities: it refers to companies to develop and implement policies and procedures, and 6外文文献原文及译文to take the necessary measures against the risks identified in order to ensure the unit's objectives are achieved. In practice, control activities in various forms, usually following categories: performance evaluation, information processing, physical controls, segregation of duties.Information and communication: it refers to enable staff to perform their duties, to provide staff with the exchange and dissemination of information as well as information required in the implementation, management and control operations process, companies must identify, capture, exchange of external and internal information. External information, including market share, regulatory requirements and customer complaints and other information. The method of internal information including accounting system that records created by the regulatory authorities and reporting of business and economic matters, maintenance of assets, liabilities and owners' equity and recorded. Communication is so that employees understand their responsibilities to maintain control over financial reporting. There are ways to communicate policy manuals, financial reporting manuals, reference books, as well as examples such as verbal communication or management.Monitoring: It refers to the evaluation of internal controls operation of the quality of the process, namely the reform of internal control, operation and improvement activities evaluated. Including internal and external audits, external exchanges.Five elements of internal control system is actually wide-ranging, interrelated influence each other. Control environment is the basis for the implementation of other control elements; control activities must be based on the risks faced by companies may have a detailed understanding and assessment basis; while risk assessment and control activities within the enterprise must use effective communication of information; Finally, effective monitoring the implementation of internal control is a means to protect the quality. Three goals and five elements for the formation and development of the internal control system theory laid the foundation, which fully reflects the guiding ideology of the modern enterprise management idea that security is the result of systems management. COSO report emphasizes the integration framework and internal control system composed of five elements, the framework for the7西安交通大学城市学院本科毕业设计（论文）establishment of an internal control system, operation and maintenance of the foundation.In summary,because of social, economic and environmental change management, internal control functions along with the changes, in order to guide the evolution of the internal control theory. As can be seen from the history of the development of internal control theory, often derived from the internal control organizational change management requirements, from an agricultural economy to an industrial economy, innovation management methods and tools for the development of the power to bring internal controls.From the internal containment center,controlled by the internal organization of the mutual relations between the internal control of various subsystems and went to COSO as the representative to the prevention and management loopholes to prevent the goal, through the organization of control and information systems,to achieve the overall system optimization of modern internal sense of control theory, from Admiral time, corresponding to the two economic revolution.Therefore, in the analysis of foreign internal control theory and Its Evolution, requires a combination of prevailing socio-economic environment and business organization and management requirements, so as to understand the nature of a deeper internal control theory of development.8外文文献原文及译文译文：内部控制Ge.McVay一、内部控制理论的产生与发展演进内部控制在西方国家已经有比较长的发展历史，根据内部控制在不同发展阶段的特征，可以将内部控制的发展分为四个阶段，即内部牵制阶段、内部控制制度阶段、内部控制结构阶段、内部控制整体框架阶段。
内部控制外文文献及翻译
LNTU---Acc附录A关于内部控制的意见 如果要证明功能扩展到包含内部控制的有效性，那么报告准则则必须制定，若干基本问题必须被解决。
随着日益频繁增长，审计员听取了他们应该发表的一个效力于客户的内部控制制度建议的意见。
这一证明功能扩展的主张者迅速指出，目前已经有了实例如独立审计师的报告公开他们的客户的内部控制制度和一些政府机构的成效，包括一些空置中的美国证券和交易委员会，都需要一个报告。
这些证实类型的反对者公布了任何关于内部控制的有效性，他们认为，目前有显着性差异监管机构的报告要求和提出意见的内部控制将会误导公众。
本文综述了目前报告的做法，考虑到理想状态相关的危害的特点，并最后提出了一些在任何给与最后判决之前必要的予以回答的问题。
现状报告 虽然审计员的报告中的一些情况提及了内部控制的性质，但作出的本质陈述还有很大不同的效应。
大型银行。
关于对内部控制的观点事实上出现在一些大型银行和看法发行的年度报告中。
有时这些意见是被董事会要求的。
例如，下面的主张出现在1969年年度报告的一个大型纽约银行中，作为第3款的独立会计师的标准短形式的报告： 我们的审核工作包括评价有效性，大块的内部会计控制，其中还包括内部审计。
我们认为，在于程序的影响下，再加上银行内部审计工作人员所进行的审核，这些构成一个有效的系统的内部会计控制。
意见被提供给几个其他银行，但它们基本上引用的意见是一样的。
美国证券交易委员会的规定。
美国证券交易委员会表格X-17A-5，要求独立审计师作出某些有关的内部控制陈述，并必须在每年的大多数成员国家与每一个证券经纪或注册的交易商根据1934年证券交易法第15条进行交流时。
此外，美国证券交易委员会的第17a-5(g)规定要求独立的核数师的报告要包含“一份如，是否会计师审查了程序，要安全措施保障客户的证券的声明中”此外，许多股票交易所要求该报告要表明审查已取得的“会计制度，内部会计控制和程序，是为维护证券，包括适当的测试它们对以后的期间，检验日期前”，很显然，美国证券交易委员会的工作人员更倾向于考虑，会计师包括了语言相似，所要求的所有报告的交流提交给证券交易委员会。
内部控制制度-信息披露
内部控制制度—-信息披露第一章总则第一条为了加强某某公司（以下简称“公司”）信息披露的内部控制,规范信息披露行为，确保信息披露的充分、透明，避免虚假记载、误导性陈述或重大遗漏，根据《中华人民共和国公司法》《中华人民共和国证券法》等法律法规和《企业内部、控制基本规范》,制定本制度。
第二条本制度所称信息披露是指公司根据国家法律法规及有关监管规则,结合自身经营管理需要，强制或自愿披露所有重要事件和交易事项的信息。
第三条公司在建立并实施信息披露内部控制制度过程中，至少应当强化对以下关键方面或关键环节的风险控制，并采取相应的控制措施:（一）应当完善公司信息披露制度，确保信息披露质量符合法律法规要求；(二）应当明确信息披露的内容，规范信息披露的工作流程.第二章信息披露整体控制第四条公司应当建立信息披露岗位责任制和授权审批制度，确保披露信息的真实性，避免出现虚假记载、误导性陈述等情形。
公司董事会及董事长对披露信息的真实性负责.公司董事会秘书负责有关信息资料的收集、保存及信息披露公告的起草等工作.证券事务代表协助董事会秘书完成相关工作。
公司应当明确负有披露义务的有关部门和人员的职责和权限，未经董事会授权和批准，任何部门及个人不得擅自对外披露信息。
公司必须保证董事会秘书能及时知悉公司组织和运作的重大信息，对股东和其他利益相关者决策产生实质性或较大影响的信息及其他应当披露的信息。
第五条公司应当建立重大信息对外披露制度，明确规定重大信息的范围和内容,确保在成本效益原则的基础上披露所有重要信息，避免出现重大遗漏.本制度所称重大信息是指可能或者已经对信息使用者进行经济决策产生较大影响的信息，包括有关法律法规及监管规则要求披露的事件和交易事项；投资者、债权人等利益相关者提出披露要求并经公司董事会审议通过的事件和交易事项;公司认定的其他重要事件和交易事项等。
第六条公司应当建立信息披露的信息收集和内部报告机制,创建并维持有效的信息内部报告和外部披露渠道，确保披露的及时性。
内部控制及其披露【外文翻译】
外文翻译Internal control and its disclosureMaterial Source:Laura F. Spira Author: Michael In this paper we explore the use of disclosure as a regulatory tool, using as an illustration the current UK requirements regarding the disclosure of informationabout internal control. After discussing the broad concept of regulation by disclosure, we trace the evolution of concepts of internal control and its reporting, describing the background to the Turnbull guidance for directors on internal control reporting, the basis of current UK requirements. We then examine recent examples of internal control disclosures, identifying the range of ways in which they address the disclosure requirements and considering the possible impact of the disclosure requirements on corporate behaviour and on the audiences for disclosure. We conclude with some reflections on the disclosure life cycle. The paper contributes to the literature on disclosure by specifically considering the role of disclosure as a regulatory tool and by examining the nature of specific disclosures in an area of continuing interest, that of internal control.In his analysis of the development of the role of audit, Power observes that internal control has become increasingly important as part of a system of regulation which relies on making internal mechanisms visible through forms of self-validation and disclosure. Corporate governance requirements have frequently been couched in the form of codes of practice on the principle of ‘comply or explain’ rather than prescriptive legislation. The monitoring role of the board of directors, which forms the apex of the internal control system of an organisation, has been emphasised. The influence of particular interest groups has been important in the negotiation of these developments. Auditors, both internal and external, can claim expertise in internal control, advancing their organisational position in the case of internal auditors (Spira and Page 2003) and increasing the potential for sales of specialised services in the case of external auditors. Regulators and legislators have focused on internal control issues as a policy response to crises (Cunningham 2004).The use of internal control as a corporate governance device reflects a subtle but signifi cant change in its conception, moving from the original ‘‘supportive’’notion that internal control systems were an integral part of the structure of an organisation which enabled its goals to be achieved, to the more recent view of internal control as a s ubstantially ‘‘preventive’’ system, designed to minimise obstructions to goal achievement and carrying significantly greater expectations of the effectiveness of such systems. As Page and Spira (2004) note, companies have also increasingly taken ‘risk-base d’ approaches to internal control because of the increased pace of organisational change—control systems change too fast to be rigidly documented and companies may not even have full documentation relating to some of their IT based systems. For these reasons there has been an increase in ‘delegation’ of control downwards in the organisation and there is likely to be no central record of control systems.The emergence of risk-based approaches to internal control has resulted in a confluence of internal control and risk management to the point that an influentialpublication (Jones and Sutherland 1999) issued at the same time as the Turnbull guidance referred frequently to ‘‘internal control and risk management’’ as a single concept in providing practical assistance for boards in complying with the Turnbull disclosure requirements.The demonstration of ‘‘good’’ corporate governance is a challenge for boards of directors but describing structural mechanisms such as internal control processes may be one way of meeting demands for transparency. Thus, what was once an internal interest becomes a means of demonstrating regulatory compliance.Concerns about internal control in the US and the UK arose initially from a desire to establish the boundaries of external auditor responsibility. The difficulties of defining internal control are illustrated in the earliest US experience, as summarised in a lecture by Mautz (1980). He quotes the 1949 AICPA definition: Internal control comprises the plan of organization and all of the coordinate methods and measures adopted within a business to safeguard its assets, check the accuracy and reliability of its accounting data, promote operational efficiency, and encourage adherence to prescribed managerial policies.and describes the c oncern of firms’ legal counsel about the broadness of this definition. This concern led to a new definition issued in 1958 which split the four parts of the original definition between ‘‘accounting control’’ (safeguarding assets and checking reliability an d accuracy of accounting data) and ‘‘administrative control’’ (promotion of operational efficiency and encouragement of adherence to prescribed management policies) and defined auditors’ responsibility as reviewingaccounting controls only. A further narrowing took place in 1972 when the US auditing profession limited the two components of ‘‘accounting control’’ even more.Up to this point, the definition was really only of concern to companies and their auditors but the passing of the Foreign Corrupt Practices Act in 1977 changed this. The Act was passed in response to bribery scandals and for the first time envisaged the use of internal control as regulation. It was based on a narrow conception of internal control newly described as ‘‘internal accounting control’’. It also changed the focus of internal control: whereas the concerns of ‘‘accounting control’’ had been at low organisational levels and clerical procedures, the Act now shifted attention to controls at board level for the first time.Further concern about inadequacies in financial reporting led to a private sector initiative which established the Treadway Commission on Fraudulent Financial Reporting in 1987. Its recommendations included a call for a review of the varying concepts of internal control to develop a consistent approach. The Committee of Sponsoring Organizations (COSO 1992) subsequently produced an integrated framework for internal control in 1992, defining internal control as:A process … designed to provide reasonable assurance regar ding theachievement of objectives in the following categories:• Effectiveness and efficiency of operations.• Reliability of financial reporting.• Compliance with applicable laws and regulations (COSO 1992, p. 9) However, the Sarbanes Oxley legislation of 2002 introduced a further definition: ‘‘internal control over financial reporting’’3 which suggests that consistency has not yet been achieved and ambiguity still exists.In the UK, internal control first entered the corporate governance agenda when the Cadbury Committee, reporting in 1992 on the financial aspects of corporate governance, adopted the view that directors’ responsibilities with regard to internal control should be clarified. They recommended that directors should report on the effectiveness of internal control systems and that auditors should report on that statement but passed responsibility for implementing this to the accountancy profession.In 1994 the Rutteman working party defined internal control using the US definition of 1958 and also replaced the Cadbury recommendation that directors should report on the effectiveness of internal controls with the suggestion that they may wish to do so. In 1998 the Hampel review of the Cadbury Code weakened thisrecommendation even further but, for the first time, suggested that internal control and risk management were related.This link was built on by the internal control working party chaired by Nigel Turnbull which was charged with producing guidance for directors in interpreting the Code’s req uirements for reporting on internal control, finally grasping the nettle avoided by Cadbury, Rutteman and Hampel. Using a broad definition of internal control, the Turnbull guidance views it as a key component of risk management. In terms of the apparent satisfaction of disclosers and their audiences, the guidance consultation initiated by the Financial Reporting Council Turnbull Review Group in 2005. The guidance has also been widely adopted in the public sector.The study reported in this paper uses disclosures required by the Turnbull guidance to illustrate aspects of the use of disclosure as a regulatory tool. Having outlined the background to current concerns about internal control disclosure, the next section considers theories of disclosure.译文内部控制及其披露资料来源:施普格林作者：迈克尔本文选取英国当前对于内部控制信息披露的规定作为案例，探讨了披露这项监管工具的使用。
中美内部控制信息披露制度比较
曹成平
（二 我国内部信息披露制度概况 近年来我国上市公司年报 ） 中的内部信息披露政策分为两个演进阶段：一是监事会发表意见 阶段 （２０００—２００５ 。 ） ２０００年， 证监会发布 《公开发行证券公司信息 披露编报规则》 要求公开发行证券的商业银行、 ， 保险公司、 证券公 司应建立健全的内部控制制度，并在招股说明书中披露。 ２００１年， 证监会发布 《公开发行证券的公司信息披露内容与格式准则第１１ —上市公司发行新股招股说明书》 对上市公司再融资的申报 ， 号—— 材料提出了新的要求， “发行人应披露管理层对内部控制制度 规定 的完整性、 合理性及有效性的自我评估意见， 同时应披露注册会计 。 师关于发行人内部控制评估报告的结论性意见”２００１年，证监会 在发布的通知中指出： 具有执行证券、 期货相关业务资格的会计师 事务所应当建立健全完善的内部质量控制机制，以保证注册会计 同年， 证监会发布 《公开发行证券的公司 师出具恰当的审计意见。 信息披露的内容与格式准则第２号—— —年度报告的内容与格式》 ， 要求在年度报告中的监事会报告部分披露监事会对公司依法运作 中 情况的独立意见， 是我国第一个强制性内部控制信息披露要求。 注协也发布了 《内部控制审核指导意见》 详细说明了内部控制审 ， 计的依据， 并对审计报告的内部、 格式做出了统一规定。 二是重要 事项部分专项说明阶段。 ２００６年， 上海证券交易所发布了 《关于做 好上市公司２００６年年度报告工作的通知》 要求上市公司根据 ， 《上 海证券交易所上市公司内部控制指引》 （２００５ 的要求， ） 结合公司内 部控制制度建设情况在２００６年年报全文的 “重要事项” 部分， 说明 公司内部控制建立健全的情况，是我国第二项已经执行的强制披 露政策。 综上所述， 我国现行的相关披露要求尚存在以下问题： 对 不同层次的要求不同、 统同一层次的规定也 不同企业的要求不同、 存在差异 （如表１所示） 可见， 。 对比美国对内部控制信息披露的强 制披露要求， 我国的内控信息披露实质上出于半强制状态， 内部控 制标准及其评价标准仍然缺失，应在避免规则制定后流于形式的 问题上加强注意与改进。
内部控制信息披露译文
Investor reactions to disclosuresof material internal controlweaknesses投资者对内部控制信息资料披露缺陷的反应The implementation of the Sarbanes-Oxley Act (SOX, 2002) Sections 302 and 404changed the requirements for making public disclosures regarding internal controls. Section 302 of the Act requires that the chief executive officer and the chief financialofficer in the periodic statutory financial reports evaluate the effectiveness of the internal controls and disclose any weaknesses in internal controls. Section 404 of the Act requires that public firm annual filings (10-K) contain the management’s assessment of thedesign and the effectiveness of the firm’s internal controls. Moreover, it also demands the auditor to provide a separate opinion on management’s assessment and the auditor’s evaluation of the internal controls. Research on both Sections 302 and 404 disclosures萨班斯- 奥克斯利法案的实施（SOX，2002年）第302和404部分要求作出有关内部控制的公开披露的改变。
《内部控制信息披露制度问题研究国内外文献综述》5400字
内部控制信息披露制度问题研究国内外文献综述1 国外研究现状国外学者Benard Nicodemos Ayamga等（2019）[1]得出的结论，与内部控制制度较弱的组织相比，投资于有效内部控制制度的组织的财务业绩有更大的改善。
根据调查结果，研究报告建议，理事机构在可能得到审计委员会支持的情况下，应确保定期监测和评价内部控制制度。
Hermanson（2019）[2]采用发放调查报告的方式，发现内部控制信息的披露能够合理有效的促进公司管理层不断改进内部控制的现有状况。
MazurinaMohd Ali（2020）[3]利用多元回归分析，员工对信息、沟通系统和控制活动作为内部控制机制的认知对防止员工舞弊有重要意义。
结果表明，其他内部控制机制，如控制环境、风险评估和监控对员工的影响并不显著对员工舞弊预防的认知。
Heathe（2017）[4]针对公司发放问卷调查对象有：投资者、董事会、管理层、注册会计师等财务报表使用者，收回问卷整理结果表明，内部控制信息披露能够切实降低财务报告发生差错。
Deng T（2020）[5]为了更好的依靠财务集中管理制度对集团公司子公司实现有效的管理和约束，构建可行的财务内部控制制度是必要的条件。
Carmen K.H. Lee etal.（2021）[6]实证结果表明，造成中美上市公司绩效差异的主要原因有：公司治理水平、市场化程度、信息披露、内部控制评价和薄弱的审计环节。
为此，提出了完善公司整体治理体制、提升内部控制效率的合理化建议。
Yue etal.（2018）[7]发现，高级管理层成员的个人特点，例如经验、教育、诚信、培训与认证，均与内部控制不足有一定关联。
Dorcas Otengkoramah Badoo etal（2020）[8]建议，管理当局提高工作人员对内部管制政策的认识，并不断监测、查明和评价已建立和执行的内部管制制度，以确保其适当运作和符合预期。
Meiliana Kurniawati etal.（2020）[9]研究表明，财务报表的质量会受到内部控制系统应用的影响，政府会计准则的应用影响财务报表的质量而审计发现的成就没有任何影响财务报表的质量。
企业内部控制外文文献及翻译汇总
企业内部控制外文文献及翻译企业内部控制外文文献及翻译此外，管理者的以身作则是非常重要的。
很多时候，经理人似乎认为，内部控制仅仅是对他们的部属,那就是经理人采取措施对那些向他们汇报的下属实施控制。
当然，这种做法可能的结果就是员工会把内部控制视为一种规避（证明其级别和重要性的组织），而不是视作一种避免。
一个特别重要的例子，该原则只是针对违反相关政策和程序的控制讨论关于管理的问题。
管理人员为了避免发生冲突，并没有对某些措施采取有效的纪律处分，即使某些情况是涉及欺诈的。
无可避免的是，这样的做法对其他人发出了一个明确且危险的讯息：内部控制和管理并不是很严格。
当然，一个积极的审计委员会和有效的内部审计部门，都是宏观控制环境中重要的积极因素。
风险评估。
在管理者实现其目标（即风险）的过程当中，挑战是永远存在的。
此外，昨天的风险和今天的、明天的风险不一定相同。
因此，风险评估是不可能凭“一次性”的努力就可以完成，而必须是定期的、持续进行的过程。
同样，为了使他们能够避免或减轻风险，风险必须是可预期的。
打个比方，在铁道路口设置路灯可避免一个重大事故的发生,同样，如果此前的入口或交通情况发生变化，路灯在铁道路口设置就显得越来越有必要。
那么，经理人需怎样才能设法找出以前未知的风险呢？首先，管理应把注意力集中在改变上，因为所有的变化都会涉及一定程度的风险。
可以带来高风险的变化包括以下：1、经营环境的改变（例如，改变企业内部的规章制度）；2、人事变动（特别是敏感职位的变动）；3、信息系统和技术的改变（例如，如果过程已被重新设计，控制程度是否仍然足够？）4、快速增长（例如，为应付需求增加而施加的压力）；5、新的项目和服务（例如，缺乏经验）；6、结构变化（例如，取消原项目的实施）。
经理也应考虑目前的固定风险，并处理高风险的情况。
一般的内存高风险包括以下：1、复杂度（越复杂越容易出错）；2、现金收入；3、直接第三方受益人（现金支付帮助个人）；4、以前遇到的问题（过去存在问题的项目很可能会继续遇到相同的问题）；5、事先确定的控制弱点（查明的问题在过去没有得到纠正的情形）。
从信息披露规则角度看企业内部控制情况【外文翻译】
外文翻译外文题目Regulation by Disclosure: the Case of Internal Control外文出处/content/351u43877v108j45/,2009-07-14. 外文作者Laura F. Spira. Michael Page原文：Regulation by Disclosure: the Case of Internal Control1、Introduction: disclosure as a regulatory toolThe traditional framework of corporate accountability relies on disclosure of information to stakeholders. The form, content and reliability of this disclosure have been a matter of concern and debate ever since the establishment of legislative protection for investors and creditors in the mid nineteenth century. Financial scandals typically prompt calls for improvements in disclosure. The assumption underlying this form of disclosure is that stakeholders will be provided with information through which they may hold company management to account for the use of resources provided—a stewardship approach.A different view of the purpose of disclosure underlies developments in standardising financial reporting which have been justified on the basis that users of financial statements need information in order to make a broad range of economic decisions about their relationships with corporations, an assumption which underpins the development of conceptual frameworks for financial reporting.More recently, disclosure has become viewed as a tool of regulation. For example, the UK Companies Act 2006 has required companies to make disclosures relating to risks and future prospects. This approach to disclosure as a regulatory tool is reflected in recent discussions of European policy. The Winter Report1 of 2002 stated: Disclosure requirements can sometimes provide a more efficient regulatory tool than substantive regulation through more or less detailed rules. Such disclosure creates a lighter regulatory environment and allows for greater flexibility and adaptability. (p. 34)The discussion paper ‘‘Risk Management and Internal Control in the EU’’ states that:…if regulation is necessary, then disclosure of information should be the preferred regulatory tool because it puts power in the hands of shareholders and markets rather than leaving it entirely with regulators (Fe´de´ration des Experts Comptables Europe´ens 2005, p. 4)Disclosure is thus seen to be beneficial from three linked and overlapping perspectives: in securing corporate accountability and the exercise of good corporate governance on behalf of stakeholders; in enabling better investment decisions and the smooth running of capital markets; and as a form of indirect regulation that achieves the goals of regulators.In the US, securities legislation has relied on mandated disclosure since the 1930s. Although disclosure is central to its regime of corporate accountability, the UK approach to corporate legislation has been significantly different: recognition of this difference has been heightened in much of the recent ‘rules v. principles’ debate following the Enron debacle (Bush 2005). The response to such apparent failings of the system of accountability is typically a demand for fuller disclosure of information.The development of UK corporate governance policy has been characterized by a ‘softer’ approach, based on the principle of ‘comply or explain’, under which disclosure of information about compliance becomes mandatory, although code compliance remains voluntary. Arguments in support of this approach rest on the need for flexibility to recognize the range of diversity among companies and their activities and the assumption that the information provided about compliance will allow enforcement through market discipline.Studies of disclosure tend to focus on the readily observable—the content of the disclosures themselves—rather than the behavioral effects in corporate policies and processes which disclosure is intended to secure but which are far more difficult to assess. However, the knowledge that disclosure is required may have an earlier and equally important effect on management behavior as that produced by market response. This is hinted at in the comment of William L Cary, former chairman of the Securities and Exchange Commission who wrote in 1967 that: Disclosure is the mostrealistic means of coping with the ever-present problem of conflicts of interest. In some instances our conduct is motivated by what we think is right, without regard to anything else. But, perhaps equally important, ethical behavior—and wise counseling—results from estimating the public reaction to a full knowledge of a planned course of conduct. The requirement of disclosure in certain instances, and its possibility always is thus a most important regulatory force in our society. Disclosure is the foundation of reliance on self-regulatory approaches to conflict problems and is the clearest alternative to greater governmental or institutional intervention. [Cary 1967: 408]Although statements such as those above identify disclosure as a regulatory tool, Cary’s is unusual in that it attempts to describe the mechanisms by which it works. In this paper we focus on a specific form of disclosure—that relating to internal control—in a specific context—that of the UK’s ‘‘comply or explain’’ corporate governance regime. Our choice of internal control as a disclosure topic reflects the continuing focus on this area. In 1999 the Institute of Chartered Accountants in England and Wales (ICAEW) published ‘‘Internal Control: Guidance for Directors on the Combined Code’’ [Internal Control Working Party (The Turnbull Report) 1999]. It was prepared by an Internal Control Working Party chaired by Nigel Turnbull and is often referred to as ‘‘the Turnbull report’’ or ‘‘the Turnbull guidance’’. The Financial Reporting Council later set up the Turnbull Review Group which published revised guidance in 2005 (Turnbull Review Group 2005). Almost simultaneously ICAEW published a briefing document ‘‘Implementing Turnbull—a Boardroom Briefing’’ (Jones and Sutherland 1999). We consider the impact of internal control disclosure requirements by examining the nature of the disclosures made in accordance with the Turnbull guidance for directors reporting on internal control. We observe that the format and content of such disclosures may converge into a standardized ‘boilerplate’ and we discuss the implications of this.In contrast to other recent studies (e.g. Beattie et al. 2004; Beretta and Bozzolan 2004; Abraham et al. 2005; Linsley and Shrives 2005) which have sought to measure disclosure quality through the adoption of a content analysis approach, our researchmethod is informed by grounded theory as an appropriate means of generating insights into the presentation and interpretation of disclosures.The paper begins with an outline of the development of the concept of internal control, noting the difficulties encountered in arriving at a suitable definition for purposes of disclosure, and its recent identification with risk management. Focusing on the disclosure requirements of the UK Turnbull guidance, we investigate disclosers’ responses to the ‘‘comply or explain’’ r egime through an analysis of selected disclosure narratives. We conclude by identifying a disclosure life cycle which highlights issues that policy-makers endorsing the use of disclosure as a means of regulation may need to address.2 Internal Control and its disclosure…the subject of internal control, once a guaranteed remedy for sleeplessness, has made a spectacular entry onto political and regulatory agendas. (Power 1997: 57) In his analysis of the development of the role of audit, Power observes that internal control has become increasingly important as part of a system of regulation which relies on making internal mechanisms visible through forms of self-validation and disclosure. Corporate governance requirements have frequently been couched in his fo rm of codes of practice on the principle of ‘comply or explain’ rather than prescriptive legislation. The monitoring role of the board of directors, which forms the apex of the internal control system of an organization, has been emphasized. The influence of particular interest groups has been important in the negotiation of these developments. Auditors, both internal and external, can claim expertise in internal control, advancing their organizational position in the case of internal auditors (Spira and Page 2003) and increasing the potential for sales of specialized services in the case of external auditors. Regulators and legislators have focused on internal control issues as a policy response to crises (Cunningham 2004).The use of internal control as a corporate governance device reflects a subtle but significant change in its conception, moving from the original ‘‘supportive’’ notion that internal control systems were an integral part of the structure of an organization which enabled its goals to be achieved, to the more recent view of internal control as asubstantially ‘‘preventive’’ system, designed to minimizes obstructions to goal achievement and carrying significantly greater expectations of the effectiveness of such systems. As Page and Spira (2004) note, companies have also increasingly taken ‘risk-based’ approaches to internal control because of the increased pace of organizational change—control systems change too fast to be rigidly documented and companies may not even have full documentation relating to some of their IT based systems. For these reasons there has been an increase in ‘delegation’ of control downwards in the organization and there is likely to be no central record of control systems.The emergence of risk-based approaches to internal control has resulted in a confluence of internal control and risk management to the point that an influential publication (Jones and Sutherland 1999) issued at the same time as the Turnbull guidance referred frequently to ‘‘internal control and risk management’’ as a single concept in providing practical assistance for boards in complying with the Turnbull disclosure requirements.The demonstration of ‘‘good’’ corporate governance is a challenge for boards of directors but describing structural mechanisms such as internal control processes may be one way of meeting demands for transparency. Thus, what was once an internal interest becomes a means of demonstrating regulatory compliance.Concerns about internal control in the US and the UK arose initially from a desire to establish the boundaries of external auditor responsibility. The difficulties of defining internal control are illustrated in the earliest US experience, as summarized in a lecture by Mautz (1980). He quotes the 1949 AICPA definition:Internal control comprises the plan of organization and all of the coordinate methods and measures adopted within a business to safeguard its assets, check the accuracy and reliability of its accounting data, promote operational efficiency, and encourage adherence to prescribed managerial policies, and describes the concern of firms’ legal counsel about the broadness of this definition. This concern led to a new definition issued in 1958 which split the four parts of the original definition between ‘‘accounting control’’ (safeguarding assets and checking reliability and accuracy ofaccounting data) and ‘‘administrative control’’ (promotion of operational efficiency and encouragement of adherence to prescribed management policies) and defined auditors’ responsi bility as reviewing accounting controls only. A further narrowing took place in 1972 when the US auditing profession limited the two components of ‘‘accounting control’’ even more.Up to this point, the definition was really only of concern to companies and their auditors but the passing of the Foreign Corrupt Practices Act in 1977 changed this. The Act was passed in response to bribery scandals and for the first time envisaged the use of internal control as regulation. It was based on a narrow conception of internal control newly described as ‘‘internal accounting control’’. It also changed the focus of internal control: whereas the concerns of ‘‘accounting control’’ had been at low organizational levels and clerical procedures, the Act now shifted attention to controls at board level for the first time.Further concern about inadequacies in financial reporting led to a private sector initiative which established the Treadway Commission on Fraudulent Financial Reporting in 1987. Its recommendations included a call for a review of the varying concepts of internal control to develop a consistent approach. The Committee of Sponsoring Organizations (COSO 1992) subsequently produced an integrated framework for internal control in 1992, defining internal control as:A process … designed to provide reasonable assurance regarding the achievement of objectives in the following categories:• Effectiveness and efficiency of operations.• Reliability of financial reporting.• Compliance with applicable laws and regulatio ns (COSO 1992, p. 9)However, the Sarbanes Oxley legislation of 2002 introduced a further definition: internal control over financial reporting which suggests that consistency has not yet been achieved and ambiguity still exists.’In the UK, internal control first entered the corporate governance agenda when the Cadbury Committee, reporting in 1992 on the financial aspects of corporate governance, adopted the view that directors’ responsibilities with regard to internalcontrol should be clarified. They recommended that directors should report on the effectiveness of internal control systems and that auditors should report on that statement but passed responsibility for implementing this to the accountancy profession.In 1994 the Rutteman working party defined internal control using the US definition of 1958 and also replaced the Cadbury recommendation that directors should report on the effectiveness of internal controls with the suggestion that they may wish to do so. In 1998 the Hampel review of the Cadbury Code weakened this recommendation even further but, for the first time, suggested that internal control and risk management were related.Source: Laura F. Spira . Michael Page．Regulation by Disclosure: the Case of Internal Control．［EB/OL］/content/351u43877v108j45/,2009-07-14.译文：从信息披露规则角度看企业内部控制情况一、简介：作为监管工具的披露传统企业的问责制框架依赖于利益相关者的信息披露。
用内部控制的披露作为一种代理机制【外文翻译】
外文翻译原文：Disclosure on Internal Control Systems as a Substitute ofAlternative Governance M ec han i smsAccording to corporate governance literature, the main internal monitoring mechanisms are the board of directors, the ownership structure of the firm, and the internal control system (Gillan, 2006). In particular, ICSs play a central role in the protection of investor s’ interests both assuring the reliability of financial reporting and promoting the timely identification, assessment and management of relevant risks that encumber upon the business. T h e ce n t r alit y of ICS in corporate governance has been widely recognized by the vast majority of codes of best practice.In order to express their concerns and price their claims, investors need to get information on the design and functioning of monitoring mechanisms. In the cases of mechanisms like the ownership structure and the board of directors, information concerning structure and composition, type and composition of committees in place, number of meetings and so on, is publicly available. In some other cases, the enforcement of reporting on ICS weaknesses or material deficiencies –like those required by the SOX - provide investors with relevant information about possible gaps in the functioning of the ICS (Leone, 2007).Nevertheless, specific information on the characteristics of the ICS is indeed more d i ff ic u lt a nd expensive to gather because ICSs are complex sets of activities and processes carried out internally to the firm (Deumes and Knechel, 2008; Bronson et al., 2006). Indeed, while corporate governance best practices require to disclose information on the ICS, they do not provide instruction on the narrative contents of ICS disclosure. Therefore, investors are unlikely to be informed about the nature, extent, processes and quality of internal controls, unless disclosure on the characteristics of the ICS is provided by the management. The content and extent of such disclosure will depend on the existing monitoring package (Leftwich et al., 1981;Williamson, 1983) of the firm.At the best of our knowledge, disclosure on the specific characteristics and functioning of ICS has been deserved poor attention. While the introduction of the SOX in the USA, and the related requirement for disclosure on ICS deficiencies or material weaknesses has increasingly attracted academic interest in recent times (among the others see Ashbaugh et al., 2007; Doyle et al., 2007; Leone, 2007), only few studies focused on the specific characteristics of ICS disclosure.Bronson et al. (2006) examine firm characteristics associated to disclosure on ICS before it was made mandatory by SOX. They find a positive association between the likelihood of issuing a management report on internal control and corporate governance variables like the number of audit committee meetings and the percentage of institutional shareholders. Deumes and Knechel (2008) identify a list of six disclosure items that capture the ICS information generally available in the annual reports of firms analyzed. They find that the disclosure index on ICS is significantly associated to variables that proxy for the agency costs of equity and with variables that proxy for agency costs of debt.According to our theoretical framework, if disclosure on ICS acts as an alternative governance mechanism, when the pricing of claims is high (Jensen and Meckling, 1976) - due to the fact that the other various monitoring devices already in place are not effective enough to limit the costs of the agency relationship - we expect that disclosure on ICS acts as substitute for other monitoring mechanisms in order to reduce the overall intensity of agency conflicts (Williamson, 1983, Fernandez and Arrondo, 2005).According to agency theory, various governance mechanisms reduce the agency problem between investors and management (Jensen and Meckling, 1976; Gillan, 2006). Traditionally, governance mechanisms have been identified as internal or external. Internal mechanisms include the board of directors, its role, structure and composition (Fama, 1980; Fama and Jensen, 1983), managerial share ownership (Jensen and Meckling, 1976) and incentives, the supervisory role played by large shareholders (Demsetz and Lehn, 1985), the internal control system (Bushman andSmith, 2001), bylaw and charter provisions (anti-takeover mea sur e s) a nd the use of debt financing (Jensen, 1993). External control is exerted by the market for corporate control (Grossman and Hart, 1980), the managerial labor market (Fama, 1980) and the product market (Hart, 1983).After the various financial scandals that have shaken investors worldwide, corporate governance best practices have stressed in particular the key role played by the i n te rn al c on t ro l system (ICS) in the governance of the firm. Internal control systems contribute to the protection of investors’interests both by promoting and giving assurance on the reliability of financial reporting, and by addressing the boards’ attention on the timely identification, evaluation and management of risks that may compromise the attainment of corporate goals. These functions have been widely recognized by the most diffused frameworks for the design of ICS that have stated the centrality of internal control systems in providing reasonable assurance to investors regarding the achievement of objectives concerning the effectiveness and efficiency of operations, the reliability of financial reporting and the compliance w it h la ws and regulations (COSO, 1992; 2004).Notwithstanding their relevance, investors cannot directly observe ICSs and therefore cannot get information on their design and functioning because they are internal mechanisms, activities and processes put in place within the organization (Deumes and Knechel, 2008).As investors take into account the costs they sustain to monitor management when pricing their claims (Jensen and Meckling 1976), management have incentives to communicate information on the characteristics of the ICS in order to inform investors on the effectiveness of ICS when other monitoring mechanisms (the ownership structure of the firm and the board of directors) are weak, and thereby providing them with the convenient level of monitoring (Leftwich et al., 1981). The possible existence of substitution among different mec h a n i s m s h a s been debated in corporate governance literature (Rediker and Seth, 1995; Fernandez and Arrondo, 2005) based on Williamson’s (1983) substitute hypothesis, which argues that the marginal role of a particular control mechanism depends upon its relative importancein the governance system of the firm.In this paper, we contend that disclosure on the characteristics of ICS is a relevant alternative governance mechanism in the monitoring package selected by the management. According to Leftwich et al. (1981) “managers select a monitoring package, and the composition of the chosen package depends on the costs and benefits of the various monitoring devices”(p. 59). In particular, we focus particular on the relationship between ICS disclosure and two other mechanisms of the monitoring package ( the ownership structure of the firm and the board of directors)ss that according to literature (Jensen and Meckling, 1976; Fernandez and Arrondo, 2005; Gillan, 2006) play a relevant role in monitoring managemen t’s behavior. We posit that incentives for reporting on the characteristics of ICS depend on the supervisory role played by the firm s’ ownership structure and board of directors.We therefore examine the contents and extent of ICS disclosure of 160 European firms listed in four different stock exchanges (London, Paris, Frankfurt and Milan) on a three-year period (2003 – 2005). By using this international sample, we are able to the depict some features of different institutional environments.We find evidence that disclosure on ICS is a substitute for the monitoring role played by other governance mechanisms as ownership concentration, institutional ownership, the proportion of independent directors sitting on the board and the proportion of accounting expert members on the audit committee.We add to previous literature on the governance role played by disclosure on ICS by adopting a complete disclosure framework that allows us to consider in detail the content and extent of information the management discretionarily communicates on the ICS of the firm. While corporate governance best practices ask for the disclosure on the characteristics of the ICS, they do not provide instructions on what management should disclose and on the extent of su c h disclosure. Such lack of instructions leaves management with a discretionary choice on the narrative content of ICS disclosure.This paper offers empirical support for Williamson’s (1983) substitute hypothesis among different governance mechanisms and it has relevant policy implications.While most corporate governance studies consider disclosure as a c o m p leme n ta ry mec h a n i s m management adopts to reinforce the governance system of the firm (Chen and Jaggi, 2000; Eng and Mak, 2003; Barako et al., 2006) and indeed provide contrasting results, in this study we show that disclosure on ICS substitutes for other governance mechanisms. This means that not necessarily better governance implies greater transparency and disclosure. Firms adhere to corporate governance best practices by disclosing information on the ICS and such disclosure is more extensive when investors need more assurance about the protection of their interests, i.e. when other governance mechanisms are weak. On the other side, when the governance system is sound, management have less incentives to extensively disclose information on the ICS, as this is a costly activity and its benefits are ov e rwh elme d by the other governance mechanisms.The evidence provided by the empirical research has important policy implications, because it offers insights to firms and practitioners on the relevance of disclosure on internal control systems as a monitoring mechanism for investors.Internal Control Systems are corporate governance mechanism set at protection of the attainment of the firm’s objectives. Since they are procedures and processes run inside the firm, they cannot be observed directly by investors that depend on management for receiving information on the structure and functioning of ICS useful in order to make their own judgment on their effectiveness. Recent developments in European codes of corporate governance and in EU regulation reveal the importance attributed to disclosure on ICS as an element of the governance system of a firm. Observed in this perspective, disclosure on ICS acts as a monitoring mechanism that reduces the agency problem between management and investors.In this paper, we study the disclosure on internal control systems as a substitute of alternative monitoring mechanisms. In particular, we focus on the relationship between disclosure on ICS, the ownership structure of the firm and some characteristics of the board of directors contending that disclosure on ICS acts as substitute for the other monitoring mechanisms in order to reduce the overall intensity of agency conflicts.。
上市公司的信息披露公开制度 英语
上市公司的信息披露公开制度英语Title: The Disclosure and Public Disclosure System of Listed CompaniesIntroductionListed companies play a significant role in the global economy, with their activities and performance being closely monitored by investors, regulators, and other stakeholders. In order to ensure transparency and accountability, listed companies are required to disclose certain information to the public on a regular basis. This information is usually made available through various channels such as annual reports, financial statements, press releases, and regulatory filings.Importance of Information DisclosureThe disclosure of information by listed companies is crucial for several reasons. Firstly, it allows investors to make informed investment decisions based on the company's financial health and performance. By providing timely and accurate information, companies can build trust with investors and attract more capital. Additionally, information disclosure helps to prevent fraud and manipulation of financial statements, as companies are held accountable for the accuracy and completeness of theinformation they provide. Lastly, transparent disclosure practices improve market efficiency and promote fair trading practices.Regulatory FrameworkListed companies are typically subject to strict regulatory requirements regarding information disclosure. In most jurisdictions, companies are required to follow specific rules and guidelines set forth by regulatory bodies such as the Securities and Exchange Commission (SEC) in the United States or the Financial Conduct Authority (FCA) in the United Kingdom. These regulations dictate the type of information that must be disclosed, the frequency of disclosure, and the format in which information should be presented.Types of Information DisclosureListed companies are required to disclose a wide range of information to the public. This includes financial information such as annual and quarterly reports, audited financial statements, and earnings releases. Non-financial information such as corporate governance practices, executive compensation, and risk factors are also commonly disclosed. Additionally, companies must disclose any material events or developments that could impact their stock price, such as mergers, acquisitions, or regulatory investigations.Methods of Information DisclosureListed companies use a variety of methods to communicate information to the public. Traditional channels such as press releases, investor presentations, and conference calls are commonly used to disseminate information to investors and analysts. In recent years, companies have also embraced digital platforms such as corporate websites, social media, and webcasts to reach a wider audience. Regardless of the channel used, companies must ensure that information is disclosed in a timely and accurate manner to comply with regulatory requirements.Challenges and Best PracticesDespite the benefits of information disclosure, listed companies face several challenges in complying with regulatory requirements. These challenges include the sheer volume of information to be disclosed, the complexity of financial reporting standards, and the need to balance transparency with confidentiality. To overcome these challenges, companies should implement best practices such as establishing a robust disclosure policy, appointing a dedicated disclosure officer, and engaging with regulators and stakeholders to stay informed of changing requirements.ConclusionIn conclusion, the disclosure and public disclosure system of listed companies is essential for promoting transparency, protecting investors, and maintaining market integrity. By adhering to regulatory requirements and adopting best practices, listed companies can enhance their credibility and reputation with stakeholders. It is imperative for companies to prioritize information disclosure and view it as a strategic tool for building trust and sustaining long-term growth in an increasingly competitive and dynamic market environment.。
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外文翻译原文Regulation by disclosure: the case of internal control Material:/content/351u43877v108j45/author：Laura F. Spira Michael Page…the subject of internal control, once a guaranteed remedy for sleeplessness, has made a spectacular entry onto political and regulatory agendas. (Power 1997: 57) In his analysis of the development of the role of audit, Power observes that internal control has become increasingly important as part of a system of regulation which relies on making internal mechanisms visible through forms of self-validation and disclosure. Corporate governance requirements have frequently been couched in the form of codes of practice on the principle of ‘comply or explain’ rat her than prescriptive legislation. The monitoring role of the board of directors, which forms the apex of the internal control system of an organisation, has been emphasised. The influence of particular interest groups has been important in the negotiation of these developments. Auditors, both internal and external, can claim expertise in internal control, advancing their organisational position in the case of internal auditors (Spira and Page 2003) and increasing the potential for sales of specialised services in the case of external auditors. Regulators and legislators have focused on internal control issues as a policy response to crises (Cunningham 2004).The use of internal control as a corporate governance device reflects a subtle but significant chang e in its conception, moving from the original ‘‘supportive’’ notion that internal control systems were an integral part of the structure of an organization which enabled its goals to be achieved, to the more recent view of internal control as a substantial ly ‘‘preventive’’ system, designed to minimise obstructions to goal achievement and carrying significantly greater expectations of the effectiveness of such systems. As Page and Spira (2004) note, companies have also increasingly taken ‘risk-based’ approac hes to internal control because of the increased pace of organizational change—control systems change too fast to be rigidly documented and companies may not even have full documentation relating to some of their IT based systems. For these reasons there has been an increase in‘delegation’ of control downwards in the organization and there is likely to be no central record of control systems.The emergence of risk-based approaches to internal control has resulted in a confluence of internal control and risk management to the point that an influential publication (Jones and Sutherland 1999) issued at the same time as the Turnbull guidance referred frequently to ‘‘internal control and risk management’’ as a single concept in providing practical assistance for boards in complying with the Turnbull disclosure requirements.The demonstration of ‘‘good’’ corporate governance is a challenge for boards of directors but describing structural mechanisms such as internal control processes may be one way of meeting demands for transparency. Thus, what was once an internal interest becomes a means of demonstrating regulatory compliance.Concerns about internal control in the US and the UK arose initially from a desire to establish the boundaries of external auditor responsibility. The difficulties of defining internal control are illustrated in the earliest US experience, as summarized in a lecture by Mautz (1980). He quotes the 1949 AICPA definition: Internal control comprises the plan of organization and all of the coordinate methods and measures adopted within a business to safeguard its assets, check the accuracy and reliability of its accounting data, promote operational efficiency, and encourage adherence to prescribed managerial policies.and describes the concern of fi rms’ legal counsel about the broadness of this definition. This concern led to a new definition issued in 1958 which split the four parts of the original defi nition between ‘‘accounting control’’ (safeguarding assets and checking reliability and accura cy of accounting data) and ‘‘administrative control’’ (promotion of operational ef ficiency and encouragement of adherence to prescribed management policies) and defi ned auditors’ responsibility as reviewing accounting controls only. A further narrowing took place in 1972 when the US auditing profession limited the two components of ‘‘accounting control’’ even more.Up to this point, the definition was really only of concern to companies and their auditors but the passing of the Foreign Corrupt Practices Act in 1977 changed this. The Act was passed in response to bribery scandals and for the rst time envisaged the use of internal control as regulation. It was based on a narrow conception of internal control newly described as ‘‘internal accounting control’’. It also changed the focus of internal control: whereas the concerns of ‘‘accounting control’’ had been at low organizational levels and clerical procedures, the Act nowshifted attention to controls at board level for the first time.A process for identifying, evaluating and managing the significant risks faced by the Group has been in place throughout the period and is reviewed regularly by the Board. The management of each business is responsible for establishing detailed controls which are embedded within operational and financial procedures in order to manage business risks on a day-to-day basis. Changes in key business objectives which may impact on the risk role of the Group and require changes to existing controls and procedures were monitored during the year by the Chief Executive and Group Finance Director through the established framework of monthly reviews with the Managing Directors and Financial Controllers of each of the business units. The findings and recommendations of internal audit work carried out during the 2004 financial year have been reported to the Audit Committee and a summary of the findings has been presented to the Board. The internal audit program focuses on the key risks inherent in the businesses and the system of control necessary to manage such risks. (Parity Plc)There is little surprise here: in fact it appears to be a series of statements of the obvious. The same impression is gained when reviewing the disclosures of Shaftsbury Plc.The key elements of the Company’s procedur es and internal financial control framework are:1. The close involvement of the executive Directors in all aspects of day-to-day operations, including regular meetings with senior staff to review all operational aspects of the business.2. Clearly defined responsibilities and limits of authority. The Board has responsibility for strategy and has adopted a schedule of matters which are required to be brought to it for decision.3. A comprehensive system of financial reporting and forecasting. Financial accounts are prepared quarterly and submitted to the Board. Profit and cash flow forecasts are prepared at least quarterly, approved by the Board and used to monitor actual performance.4. Regular meetings of the Board and Audit Committee at which financial information is reviewed and business risks are identified and monitored.The company seems to have the kinds of controls that could be expected in a public company. The only context in which ‘risk’ is mentioned is ‘identi fication and monitoring’ that occurs, (in some unexplained way) at regular board and auditcommittee meetings.Both these disclosures are largely ‘statements of the obvious’; while they are apparently company specific there is nothing that surprises, indeed, one would be very surprised if the opposite were stated.Other companies disclosures fall on a continuum of informativeness. For example Electrocomponents plc explains that risk management is ‘an integral part of the system of internal control’ and goes on to give a details of its c ontrol structure and risk processes within a report of average length.Substantive disclosures may include:●descriptions of company structure, particularly relating to committeescharged with risk management responsibilities and their relationship and communications with the board●the role of the audit committee and of the internal audit function, and therelationship between them and with the board●descriptions of risks identified as material●descriptions of risk events and action taken in responseNat ional Grid plc provides a lengthy section ‘‘Risk Factors’’ which identi fies a very extensive range of risks faced by the company.But as one Turnbull Review respondent observed, this is a historical record and current situations may differ.4.5 Effectiveness of internal control and dealing with weaknessesPara 38 of the Guidance sates:In relation to Code Provision D.2.1, the board should summarise the process it (where applicable, through its committees) has applied in reviewing the effectiveness of the system of internal control. It should also disclose the process it has applied to deal with material internal control aspects of any significant problems disclosed in the annual report and accounts.As mentioned previously, reporting on internal control effectiveness was the most contentious of the Cadbury recommendations and the compromise reached in the Combined Code was that companies should report the process that they had undertaken, but not necessarily the results. Only one company expressed a positive opinion on the quality of internal control.The guidance does not ask explicitly that boards indicate the conclusions drawn from the reviews undertaken and only one company does so in a positive fashion The board considers that the measures taken, including physical controls,segregation of duties and reviews by management, provide sufficient and objective assurance.Others tend to frame their conclusions in a negative way:In the opinion of the Board the review did not indicate that the system was ineffective or unsatisfactory.Having reviewed its effectiveness, the directors are not aware of any significant weakness or defi ciency in the Group’s system of internal controls during the year. (Mersey Docks and Harbour Company)Where such a statement is accompanied by a more detailed account of the review process, it appears to have been included as a formality within a substantive, company specific disclosure.In rare cases, actions taken as a result of reviews or incidents are described:Following the significant issues experienced within the implementation of the new supply chain system, the following additional processes have been put in place:●specific management teams were convened to examine the root causeof the supply problems, and to put in place new processes and controls to reduce and eliminate these issues;●management report weekly to the Executive Committee on the progresswith the stabilization of the system and the effectiveness of supply to our customers;●the risk management process outlined below was reviewed andenhanced with the emphasis on ownership, risk mitigation activities and improved monitoring activities to act as early warning indicators of risk occurrence.These activities are designed to strengthen the control environment. (MFIFurniture Group plc)This analysis using the headings derived from the Turnbull guidance (see above) demonstrates the superficiality of disclosures that appear to comply formally with the guidance.译文信息披露制度：内部控制资料来源:/content/351u43877v108j45/作者：Laura F. Spira Michael Page使用内部控制作为公司治理的一种策略，反映了公司治理中一个微妙但是重要的改变。