CHAPTER 6b Internal Control Systems
CHAPTER 6b Internal Control Systems
CHAPTER 6b Internal Control Systems
INTRODUCTION
Internal control and risk management are fundamental components of good corporate governance.
Good corporate governance means that the board must identify and manage all risks for a
company. In terms of risk management, internal control systems span finance, operations,
compliance and other areas, i.e. all the activities of the company.
Controls attempt to ensure that risks, those factors which stop the achievement of company
objectives, are minimised.
An internal control system comprises the whole network of systems established in an
organisation to provide reasonable assurance that organisational objectives will be achieved.
Internal management control refers to the procedures and policies in place to ensure that
company objectives are achieved.
The control procedures and policies provide the detailed controls implemented within the
company.
An internal control system
A company may fail to achieve its objectives because of failures or weaknesses within its systems
Internal control systems are concerned with the management of business risks other than strategic
risks. These are risks which can be controlled by measures taken internally by the organisation. A
useful definition of internal control has been suggested by Committee of Sponsoring Organisations
(COSO:) ‘Internal control is broadly defined as a process, effected by an entity’s board of
directors, management and other personnel, designed to provide reasonable assurance regarding
the achievement of objectives in the following categories:
1 Effectiveness and efficiency of operations.
2 Reliability of financial reporting.
Risk Management
The board should maintain sound risk management and internal control
systems'.
The Cadbury Report noted that risk management should be systematic and
also embedded in company procedures.
Furthermore there should be a culture of risk awareness.
The report's initial definition of risk management was 'the process by which
executive management, under board supervision, identifies the risk arising
from business and establishes the priorities for control and particular
objectives'.
While Cadbury recognised the need for internal control systems for risk
management, detailed advice on application of those controls was provided
by the Committee of Sponsoring Organisations, (COSO) and the Turnbull
Report
Internal controls and COSO
The Turnbull committee was established after the publication of the 1998 Combined Code in
the UK to provide advice to listed companies on how to implement the internal control
principles of the code.
The overriding requirement of their report was that the directors should:
(a) implement a sound system of internal controls, and
(b) that this system should be checked on a regular basis.
The Turnbull Report requires:
(a) That internal controls should be established using a risk-based approach. Specifically a
company should:
•Establish business objectives.
•Identify the associated key risks.
•Decide upon the controls to address the risks.
•Set up a system to implement the required controls, including regular feedback
Internal controls and Turnbull: Cont..d
b) That the system should be reviewed on a regular
basis. The UK Corporate Governance Code (2010)
contains the statement that:
'The directors should, at least annually, conduct a
review of the effectiveness of the group's system of
internal control and should report to shareholders that
they have done so. The review should cover all
controls, including financial, operational and
compliance controls and risk management.'
Definitions of internal control and an internal
control system
A popular misconception is that the internal control system is implemented simply to stop fraud and
error. As the points below show, this is not the case.
A lack of internal control implies that directors have not met their obligations under corporate
governance. It specifically means that the risk management strategy of the company will be
defective.
The main objectives of an internal control system are summarised in the Auditing Practices Board
(APB) and the COSO guidelines (detail provided below). An internal control system is to ensure, as
far as practicable:
the orderly and efficient conduct of its business, including adherence to internal policies.
the safeguarding of assets of the business
the prevention and detection of fraud and error
the accuracy and completeness of the accounting records, and
the timely preparation of financial information
Benefits of Internal control system
Benefits of an internal control system are therefore:
Effectiveness and efficiency of operations.
Reliability of financial reporting.
Compliance with applicable laws and regulations.
These may further give rise to improved investor
confidence.
Categories of risks
Categories of risks The risks that are managed by an internal control system can be categorised
into three broad types.
1 Financial risks. These are risks of errors or fraud in accounting systems, and in accounting and
finance activities. Errors or fraud could lead to losses for the organisation, or to incorrect financial
statements. Weak controls may also mean that financial assets are not properly protected.
Examples of financial risks include the risk of:
failure to record financial transactions in the book-keeping system;
failure to collect money owed by customers;
failure to protect cash;
financial transactions (such as payments) occurring without proper authorisation; and
mis-reporting (deliberate or unintentional) in the financial statements.
Operational risks
2. Operational risks. A helpful definition of ‘operational risk’ is given by the Basel
Committee for banking supervision. Although this definition applies to risks in the banking
industry, it has a wider application. Operational risk is ‘the risk of losses resulting from
inadequate or failed internal processes, people and systems, or external events’.
Financial controls are internal accounting controls that are sufficient to provide reasonable assurance that:
■ transactions are made only in accordance with the general or specific authorisation of management;
■ transactions are recorded so that financial statements can be prepared in accordance with accounting standards
and generally accepted accounting principles;
■ transactions are recorded so that assets can be accounted for;
■ access to assets is only allowed in accordance with the general or specific authorisation of management;
■ the accounting records for assets are compared with actual assets at reasonable intervals of time; and
■ appropriate action is taken whenever there are found to be differences. The maintenance of proper accounting
records is an important element of internal control. Effective financial controls should ensure:
■ the quality of external and internal financial reporting, so that there are no material errors in the accounting
records and financial statements;
■ that no fraud is committed (or that fraud is detected when it occurs); an
■ that the financial assets of the company are not stolen, lost or needlessly damaged, or that these risks are
reduced.
Operational controls
Operational controls are controls that help to reduce operational risks, or identify failures in
operational systems when these occur. They are designed to prevent failures in operational procedures,
or to detect and correct operational failures if they do occur. Operational failures may be caused by:
machine breakdowns;
human error;
failures in IT systems;
failures in the performance of systems (possibly due to human error);
weaknesses in procedures; and
poor management.
Operational controls are measures designed to prevent these failures from happening, or identifying
and correcting problems that do occur. Regular equipment maintenance, better training of staff,
automation of standard procedures, and reporting systems that make managers accountable for their
actions are all examples of operational controls.
Compliance controls
Compliance controls are concerned with making sure that an entity complies
with all the requirements of relevant legislation and regulations.
The potential consequences of failure to comply with laws and regulations
vary according to the nature of the industry and the regulations.
For a manufacturer of food products, for example, food hygiene regulations
are important. For a bank, regulations to protect consumers against mis-
selling and regulations for detecting and reporting suspicions of money
laundering are important.
It can be difficult to understand the nature of internal control risks and
internal controls to deal with them. There are many different risks and many
Internal control risks
Internal control risks’ are risks that internal controls will fail to achieve
their intended purpose, and will fail to prevent, detect or correct adverse
risk events.
These risks can occur because:
■ they are badly designed, and so not capable of achieving their purpose as
a control; or
■ they are well-designed, but are not applied properly, due to human error
or oversight, or deliberately ignoring or circumvention of the control (a
form of operational risk event).
An internal control system needs to have procedures for identifying weak
or ineffective internal controls. This is one of the functions of monitoring
Elements of an internal control system
A control environment
A control environment describes the awareness of (and attitude to) internal controls in the
organisation, shown by the directors, management and employees generally. It therefore encompasses
corporate culture, management style and employee attitudes to control procedures. The control
environment is determined by the example given by the company’s leaders to control and their
expectations that employees should also be risk-conscious. Factors in the control environment
include:
– integrity and ethical values within the organisation, such as the existence of a code of ethics;
– a commitment to competence in performance;
– the commitment of the board of directors and the audit committee to monitoring management, and
their independence from management; and
– human resources policies and practices, such as the company’s policies on performance evaluation
and rewarding employees for performance.
A control environment
Control environment
This is sometimes referred to as the 'tone at the top' of the organisation. It describes the ethics and culture
of the organisation, which provide a framework within which other aspects of internal control operate.
The control environment is set by the tone of management, its philosophy and management style, the way
in which authority is delegated, the way in which staff are organised and developed, and the commitment
of the board of directors.
The control environment has been defined by the Institute of Internal Auditors as: 'The attitude and
actions of the board and management regarding the significance of control within the organisation. The
control environment provides the discipline and structure for the achievement of the primary objectives of
the system of internal control.
The control environment includes the following elements:
•Management's philosophy and operating style.
•Organisational structure.
•Assignment of authority and responsibility.
•Human resource policies and practices.
Risk identification and assessment.
There should be a system or procedures for identifying the risks facing the company (and how
these are changing) and assessing their significance. Controls or management initiatives should be
devised to deal with significant risks. Internal control risks can be categorised as financial risks,
operational risks and compliance risks.
There is a connection between the objectives of an organisation and the risks to which it is
exposed. In order to make an assessment of risks, objectives for the organisation must be
established. Having established the objectives, the risks involved in achieving those objectives
should be identified and assessed, and this assessment should form the basis for deciding how
the risks should be managed.
Risk identification and assessment
The risk assessment should be conducted for each business within the organisation, and should
consider, for example:
•internal factors, such as the complexity of the organisation, organisational changes, staff
turnover levels, and the quality of staff
•external factors, such as changes in the industry and economic conditions, technological
changes, and so on.
The risk assessment process should also distinguish between:
•risks that are controllable: management should decide whether to accept the risk, or to take
measures to control or reduce the risk
•risks that are not controllable: management should decide whether to accept the risk, or
whether to withdraw partially or entirely from the business activity, so as to avoid the risk.
Internal controls
Internal controls. Controls should be devised and
implemented to eliminate, reduce or control risks.
Internal controls can be categorised as financial
controls, operational controls and compliance controls,
to deal respectively with financial risks, operational
risks and compliance risks
Monitoring
Monitoring. The effectiveness of the internal control
system should be monitored regularly. Internal audit is
one method of monitoring the internal control system.
Internal controls are also monitored by executive
management and (as part of their annual audit) by the
external auditors. The board of directors also has a
responsibility to review the effectiveness of the system.
Information and communication
All employees who are responsible for the management of risks
should receive information that enables them to fulfil this task.
More generally, there should be a system of information provision
and communication within the organisation so that individuals are
aware of what is expected of them. It can be described as providing
the right people in sufficient detail and on time with information to
let them do their job well. Communication within an internal
control system also includes the existence and use of a
whistleblowing procedure.
Maintaining a sound system of internal control
The board of directors is responsible for maintaining a sound system of internal control. The
Turnbull Guidance stated that the board of directors should:
set appropriate policies on internal control;
seek regular assurance to satisfy itself that the system is operating effectively; and
ensure that the system of internal control is effective in managing risks in the way that it has
approved. In deciding its policies for internal control and assessing what constitutes an effective
system of internal control, the board should consider:
the nature and extent of the risks facing the company;
the amount of risk and types of risk that it regards as acceptable for the company to bear;
the likelihood that the risks will materialise;
the company’s ability to reduce the impact on the business of the risks that do materialise;
the costs of operating particular controls relative to the benefits to be obtained from managing
the risks they control. Controls are not worth having if they cost more than the expected benefits
or savings they will provide.
Having identified the responsibilities of the board for maintaining a sound system of internal control, the
Turnbull Guidance added the following comments.
■ It is the job of management to implement the board’s policies on control. To do this, management must
have procedures for identifying and evaluating the risks faced by the company, and designing,
implementing and monitoring a control system to deal with these risks in a way that is consistent with the
board’s policies.
■ In addition, all employees have some responsibility for internal control; for example, to avoid making
mistakes in their work and also to ensure that the control procedures for which they are responsible are
properly performed.
Elements of a sound system of internal control
include procedures for reporting immediately to the management responsible and control failings that
have been identified and any corrective action that has been undertaken. The Turnbull Guidance
emphasised that a sound system of internal control cannot provide certain protection against a
company suffering losses or breaches of laws or regulations or failing to meet its business objectives.
Reviewing the effectiveness of internal control
In order to review the effectiveness of the system of internal control, there must be procedures for
monitoring and review. The Turnbull Guidance provided some suggestions. It suggests that
‘reviewing the effectiveness of internal control is an essential part of the board’s responsibilities’. The
board or audit committee needs to form its own view about the effectiveness of the system, based on
the information and assurances it receives. The sources of information about internal control are:
management;
the internal auditors, if the company has an internal audit function; and
the external auditors, who notify management and the audit committee about weaknesses in
internal controls that they have discovered in their audit. The board of directors and the audit
committee do not have the time to carry out a detailed review themselves, and they must therefore
rely on information provided to them by management and internal auditors.
The board’s statement on internal control
The Turnbull Guidance included in an Appendix a list of questions that the board should consider
when conducting its annual review of the effectiveness of internal control system. There should be
satisfactory answers to each question. The list of questions is not reproduced in full here, but
several questions are shown to demonstrate the approach to evaluation that the directors should
take.
On risk assessment
■ Does the company have clear objectives? Have these been communicated in a way that
provides effective direction to employees on risk management and internal control issues?
■ Are significant risks assessed regularly? Significant risks are likely to include all the
risks identified in the annual business review.
■ Do management and others have a clear understanding of what risks are acceptable to the
board? On the control environment and control activities
■ Do employees understand what is expected of them, and the scope of their freedom to act?
Are authority, responsibility and accountability clearly defined, so that decisions are
made and actions taken by the appropriate people?
■ How are processes and controls adjusted to adapt to new risks or operational deficiencies?
On information and communication
■ Do the management and the board receive regular and relevant reports on actual
performance compared with business objectives and the related risks, suitable for decision-
making and management review purposes?
■ Are periodic reporting procedures effective in communicating a proper account of the
company’s performance and prospects?
On monitoring
■ Are processes embedded within the company’s operations for monitoring
the effective application of internal control and risk management?
■ Additionally, internal auditors may report to the board itself or the audit committee.
The FRC Guidance on Audit Committees suggests that the audit committee should
ensure that the internal auditor has direct access to the board chairman and the audit
committee, and is also responsible to the audit committee.
■ This means that the internal auditors may be in an unusual position within the
company.
Reviewing the internal control system. Traditionally, an internal audit department has
carried out independent checks on the financial controls in an organisation, or in a particular
process or system. The checks would be to establish whether suitable financial controls
exist, and if so, whether they are applied properly and are effective. It is not the function of
internal auditors to manage risks, only to monitor and report them, and to check that risk
controls are efficient and cost-effective.
Special investigations. Internal auditors might conduct special investigations into particular
aspects of the organisation’s operations (systems and procedures), to check the effectiveness
of operational controls.
While this advice isn't new, we think you’ll agree that there are some risks your company doesn’t
want to take: Risks that put the health and well-being of your employees in danger.
These are risks that aren’t worth taking. But it’s not always clear what actions, policies, or
procedures are high-risk.
That’s where a risk assessment comes in.
Identify processes and situations that may cause harm, particularly to people (hazard identification).
Determine how likely it is that each hazard will occur and how severe the consequences would be
(risk analysis and evaluation).
Decide what steps the organization can take to stop these hazards from occurring or to control the
risk when the hazard can't be eliminated (risk control).
It’s important to note the difference between hazards and risks. A hazard is anything that can cause
harm, including work accidents, emergency situations, toxic chemicals, employee conflicts, stress, and
more. A risk, on the other hand, is the chance that a hazard will cause harm. As part of your risk
assessment plan, you will first identify potential hazards and then calculate the risk or likelihood of
those hazards occurring.
The goal of a risk assessment will vary across industries, but overall, the goal is to help organizations
prepare for and combat risk. Other goals include:
Businesses should perform a risk assessment before introducing new processes or activities, before
introducing changes to existing processes or activities (such as changing machinery), or when the
company identifies a new hazard.
The steps used in risk assessment form an integral part of your organization’s health and safety
management plan and ensure that your organization is prepared to handle any risk.
Preparing for your risk assessment
Before you start the risk management process, you should determine the scope of the
assessment, necessary resources, stakeholders involved, and laws and regulations that you’ll
need to follow.
Scope: Define the processes, activities, functions, and physical locations included within
your risk assessment. The scope of your assessment impacts the time and resources you will
need to complete it, so it’s important to clearly outline what is included (and what isn’t) to
accurately plan and budget.
Resources: What resources will you need to conduct the risk assessment? This includes the
time, personnel, and financial resources required to develop, implement, and manage the
risk assessment.
Stakeholders: Who is involved in the risk assessment? In addition to senior leaders that
need to be kept in the loop, you’ll also need to organize an assessment team. Designate who
will fill key roles such as risk manager, assessment team leader, risk assessors, and any
subject matter experts.
Laws and regulations: Different industries will have specific regulations and legal
requirements governing risk and work hazards. For instance, the Occupational Safety and
Health
2. Determine who might be harmed and how
As you look around your organization, think about how your employees could be harmed by business
activities or external factors. For every hazard that you identify in step one, think about who will be harmed
should the hazard take place.
Now that you have gathered a list of potential hazards, you need to consider how likely it is that the hazard
will occur and how severe the consequences will be if that hazard occurs. This evaluation will help you
determine where you should reduce the level of risk and which hazards you should prioritize first.
Later in this article, you'll learn how you can create a risk assessment chart to help you through this process.
If you have more than five employees in your office, you are required by law to write down your risk
assessment process. Your plan should include the hazards you’ve found, the people they affect, and how you
plan to mitigate them. The record—or the risk assessment plan—should show that you:
steps in the risk assessment process
Once you've planned and allocated the necessary resources, you can begin the risk assessment
process.
Proceed with these five steps.