Auditng External Business Relationships
Auditng External Business Relationships
Auditng External Business Relationships
Table of Contents
Introduction .................................................................................................................1 Executive Summary .....................................................................................................1 Overview of External Business Relationships (EBRs) ..................................................2 Examples of EBRs........................................................................................................2 Benefits of EBRs ..........................................................................................................3 Business Risks of EBRs ...............................................................................................6 Auditing EBRs ............................................................................................................12 Understand the Organization and Its Relationships ............................................13 Assess Risks and Controls..................................................................................13 Perform Audit Procedures ...................................................................................14 Report.................................................................................................................14 Monitor Progress ................................................................................................15
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Introduction
This guide provides internal auditors with guidance in auditing external or extended business relationships (EBRs). Management also may use this guide in managing and monitoring the risks associated with these relationships.
entering into a business relationship does allow an organization to create benefits and share some risk with the EBR, the organization still retains ultimate responsibility and accountability over a number of risks. Not all risks can be relegated to the business partner. The organization needs to monitor and manage these risks. The organization is responsible for risk management activities encompassing tasks such as selection of business partners, contract effectiveness, partner/customer contract management controls, contract compliance monitoring and reporting, and business relationship management. Without proper controls in place to address the risks associated with these responsibilities, the organization may lose revenue or incur higher costs, as well as have inefficient operations, misreporting, and even damaged brand, in addition to impacted business relationships. By taking ownership and control of these responsibilities, organizations have the ability to reduce risk and help foster a relationship of trust and accountability with its business partners. With good oversight of its business relationships, an organization can account for all revenues and potentially reduce costs the organization can receive the full benefits of the business relationship. Internal auditors need to understand all of the elements associated with EBRs, from initiating a relationship, contracting and defining a relationship, procurement, managing and monitoring the continued relationship (including control environment considerations of objectivity and independence of those responsible for managing and monitoring), and finally discontinuing the relationship. After understanding the expectations of both parties, along with the appropriate processes to manage and monitor the relationship, the internal auditor develops an appropriate audit program with relevant audit objectives for audits of external relationships. In addition, internal audit procedures may include elements of evaluating adherence to (and compliance with) contractual terms to determine whether monetary and non-monetary obligations are met.
Executive summary
When contemplating the role of the internal audit activity in external business relationships, consider the following: 1. Organizations have multiple EBRs that satisfy a variety of business needs; 2. Each relationship presents risks; 3. It is managements responsibility to manage these risks and achieve the benefits; 4. Internal auditing plays a key role in assisting management and validating managements efforts. Organizations conduct business with EBR partners for a variety of reasons. Organizations may seek benefits like enhancing revenues through licensing and distribution arrangements, reducing costs in areas of an organizations that are outside of its core competencies, or augmenting existing resources focused on its core competencies. However, with these business relationships also comes inherent and control risks associated with working with external business partners. By associating with external partners, an organization often bears risks similar to those it would experience internally, without the external association (for example, an organization still bears risks for outsourced processes). In addition, the organization is exposed to risks imposed by association with the third party, as well as the activities of the third party, including reputation, brand, and economic risks. Internal auditors can help management and the board identify, assess, and manage these risks. Organizations managements are responsible for managing and monitoring their EBRs and related risks. While
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It is important for organizations to know that they are getting what they are paying for, that they are collecting what they are earning, or, simply, that they are receiving the benefits anticipated from the relationship. Such audit procedures may uncover missed revenue or cost savings, improve reporting accuracy, and enhance value resulting from the relationship through one or more of the following: limiting fraudulent activity, increasing trust within the relationship, fostering feedback, improving relationships, and helping management improve internal and external controls.
Organizations often use business relationships and varied partnerships to accomplish their objectives. To support and sustain growth, businesses are increasingly supported through outsourcing and licensing. More than ever, products and services are now developed through strategic alliances and joint development arrangements. Businesses have chosen to leverage these business relationships for reasons ranging from cost savings, a more economical or efficient labor force, increasing customer reach and scalability, or enhancing access to new technologies or a known brand. This business model, where businesses are interdependent, and where external and extended business relationships exist, is also known as the extended enterprise. As used in this guide, EBRs do not include business relationships where the organization only furnishes information to other organizations and relationships are not necessarily created as a matter of choice; examples include rating agencies, financial analysts, and tax authorities.
Examples of EBrs
rElAtIonshIP tyPE
Service Provider
sErvIcE ExAmPlEs
Processing (e.g., benefits, payroll) Accounting/computer service centers Information technology Shared service centers Internal audit co-sourcing or outsourcing Warranty processing Call centers Advertising/marketing Leasing Construction
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Benefits of EBrs
Organizations choose to do business with EBR partners for a variety of reasons. There is value that an EBR partner brings a value that an organization, by itself, cannot efficiently or effectively create for its customers and potential customers. Some of the more common reasons for using EBRs include cost savings and leveraging a competence of the EBR partner that is not a core competence of the organization; but the benefits of using an EBR do not end there. See the table below for some of the benefits of using an EBR partner.
BEnEFIt
Cost Reduction Lower labor cost
dEscrIPtIon oF BEnEFIt
Access to EBR partners lower cost structure Reduce operational inefficiencies
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EBR partners also have the ability to help the organization deliver improved services or create an improved product. An EBR may bring specialized skills or knowledge that an organization does not have. This knowledge and skill can greatly enhance the organizations service or product by bringing innovation, learned efficiencies, and many other attributes the organization may not have. In addition, this collective knowledge and knowledge sharing may lead to greater innovation and better products and services as skills are used collaboratively. EBRs may bring access to new markets. An EBR partner may have a presence in an existing market where an organization is trying to enter. By working with that EBR partner, the organization increases and enhances its ability to penetrate and grow within that new marketplace. The EBR partner may be able to share its relationships; it may have a known brand the organization can leverage in the new marketplace, it may have capabilities to leverage the organizations intellectual property, or it may have regulatory, cultural, or other relevant knowledge of a new marketplace the organization does not have. An EBR partner may also increase an organizations ability to penetrate and grow within a market through increased economies of scale and size by providing resources to help match the accelerated growth within a new market. Projects may be completed more timely with the help of EBRs. One of the benefits EBRs can provide is a larger, more flexible resource pool. They can quickly provide an organization with skilled, specialized resources, which can help with the timely completion of projects that the organization may not have the resources to complete. In addition, EBR partners may have more experience in the area the organization is seeking help with, which can improve the likelihood for timelier completion of tasks and projects. The organization will not need to struggle on its own as it learns on the job. Ramp-up time will be reduced through the benefit of known successes and operational efficiencies from the EBR partner.
In general, an EBR partner can augment and improve the overall resource pool with experienced, knowledgeable skilled personnel on a greater scale. This resource pool can augment areas of weakness for which an organization may have neither the resources nor inclination to address. EBR partners can also provide resources other than personnel, such as technology, to benefit an organization. Access to specialized technology can provide the organization with benefits such as automating existing manual processes, thus improving operating efficiency, production and service quality, or increasing the scalability of an organizations output or reducing errors. Using an EBR can help the organization improve its internal controls, for example when the EBR partner has stronger controls than the organization. Lastly, through EBRs, an organization can benefit through the sharing of risk and risk management. An organization can share its investment risk with an EBR partner in a new venture through capital investment, resource investment, and time investment. This may be the most common way in which organizations share risk. By sharing its capital, resources, and time investments in a project or venture, an organization reduces its risk of putting all of its eggs in one basket. The impact to an organization is reduced if business partners share in these investments, allowing the organization to make other investments and diversify its portfolio. Risk can also be reduced and risk management improved through EBRs. The comparative advantages that an EBR partner brings may be in areas that address the biggest risk an organization faces, thus reducing the overall risk of a project or venture. Benefits can include an increased ability to react to risks and make the appropriate changes with the EBR partners resources, knowledge, and skills available. Because an EBR may provide these benefits, internal auditors need to consider EBRs in making recommendations to improve operations and controls.
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GoAl / oBjEctIvE
1. Identify and assess all EBRs
Designated employees document all EBRs and keep the documentation current. Supervisors review the documentation for appropriateness. Identify risks inherent in each relationship and assess residual risks, after considering controls.
EBRs actions negatively impact organizations reputation. Additional risks: EBR misrepresents organization values. EBR does not comply with contractual obligations. EBR violates laws and government regulations
Legal department reviews contract to determine whether it includes ethical standards, compliance with laws/regulation clauses, compliance requirements with specific organization values, and a well-documented right to audit (more than books and records, it relates to the broader relationship risks). When the relationship is initiated, appropriate due diligence is performed to determine if the EBR is likely to misrepresent organization values.
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Auditing EBrs
Similar to other internal audits, the International Standards for the Professional Practice of Internal Auditing apply when auditing EBRs. For example, the chief audit executive (CAE) includes internal audits of EBRs in the audit universe, determines which audits to perform each year, and staffs each audit with a competent independent internal audit team. The internal auditor may combine the audit of EBRs with other audits either of operational, compliance with laws and regulations, or financial statements.
The CAE needs to decide whether to audit each EBR as a separate audit, audit certain types of relationships, or audit the EBR process in totality. This last approach may allow the internal auditor to provide overall assurance on the EBR process. The remainder of this practice guide focuses on auditing the EBR. The broader context, including contract management, business partner selection, and others, are beyond the scope of this practice guide. The following chart illustrates the cycle in performing individual EBR audits.
Monitor Progress
Report
Perform Audit
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The following are the essential steps like most internal audits, the process is usually iterative and need not follow the order below:
Provide feedback to EBRs? Monitor its own compliance with the agreement? Determine whether objectives were achieved? Learn from the EBR partner? Terminate the relationship? Continue the relationship? Understand the general nature of each EBR What are your organizations objectives? What type of service is rendered? Who controls and monitors the relations with the EBR partner? Is there a written agreement, including appropriate expectations and protections? What are the key provisions? What level of approval did it receive? How important is the EBR to the organizations business model? Is there an audit clause in the contract with the EBR partner? What does the organization do to enhance the relationship?
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could be an operational audit (for example, did your organization achieve its objectives at a reasonable cost?), a compliance audit (is the EBR complying with laws and regulations, such as employee safety, child labor, product quality, or contractual obligations?), a financial audit (are controls over financial reporting effective and in compliance with regulatory guidelines such as Sarbanes-Oxley and is information fairly stated?), or some combination of these audits. Determine whether the EBR partners internal auditor has performed work relating to the contract Considerations include the objective, scope, and results of their work. Does the substance of the work support your objectives; and how or whether you will use their work?
Type B Report on the Design, Description and Operating Effectiveness of Controls at a Service organization. Type A reports are used to understand the service organizations processes and the design of controls. The internal auditor uses Type B reports to determine whether controls at the service organization are operating effectively. For further guidance, see ISA 402. The organizations internal auditor may use the work of other auditors in auditing EBRs. For example, the internal auditor may work with the internal auditor of an EBR partner to obtain needed information or to perform necessary tests. Before making a decision to rely on the work of another auditor, the internal auditor determines whether the auditor performing the work is competent and objective. Further, the nature, objectives, and scope of the work to be relied upon are evaluated to determine if it supports the organizations internal audit objectives. Evaluate test results. Identify findings and, as appropriate, reach conclusions In doing so, consider whether findings apply beyond the individual EBR to other EBRs or to the organizations entire EBR process. Taken individually, the results of EBR audits may identify deficiencies at the EBR partner or in the organizations individual business processes. Even if the CAE did not plan the audits to reach overall conclusions, it may sometimes be possible to do so. By aggregating the results of individual EBR audits, the internal auditor may identify broader, systemic issues. After performing the individual contract audits, the internal auditor may consider forming an overall assessment and conclusion on the effectiveness of the organizations EBR monitoring program. In doing so, the internal auditor considers whether enough work was done to reach overall conclusions.
Report
Draft, discuss, and report the results Results may be reported internally to aid in business process and control
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improvements. Normally the auditor follows the usual reporting process to communicate with management and, if appropriate, with the board. However, when the auditor finds deficiencies in the controls or operations of the EBR, the auditor may also communicate with those managing the relationship with the EBR partner.
Monitor Progress
Provide feedback to the EBR Those charged with managing the relationship may communicate with the EBR about the need to correct any deficiencies identified. If the deficiencies are not corrected, those managing the relationship and others in management determine how to best mitigate the risks, including whether to continue the EBR. This may be considered when the EBR is scheduled to be renewed or earlier for a significant deficiency. This is easier if the contract allows for renegotiation when significant deficiencies are found. The internal auditor may periodically perform procedures to determine whether management has appropriately addressed the findings identified and may be called upon to assist management to determine whether EBRs are being appropriately managed. This guide provides internal auditors with guidance in auditing external or extended business relationships (EBR). Management also may use this guide in managing and monitoring the risks associated with these relationships.
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Disclaimer
The IIA publishes this document for informational and educational purposes. This guidance material is not intended to provide definitive answers to specific individual circumstances and as such is only intended to be used as a guide. The IIA recommends that you always seek independent expert advice relating directly to any specific situation. The IIA accepts no responsibility for anyone placing sole reliance on this guidance.
Copyright
The copyright of this position paper is held by The IIA. For permission to reproduce, please contact The IIA at guidance@theiia.org.
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