COSO Framework

COSO Internal Control Framework
The COSO framework consists of five components:

a)
b)
c)
d)
e)
the control environment

risk assessment
information and communication
monitoring,
and control activities.
The Control Environment

The control environment is the foundation for the other four control
components. The control environment sets the tone for the organization and
influences the control awareness of its management and employees.
Important elements of the control environment are:
The integrity and ethical values of management.

The structure of the organization.
The participation of the organizations board of directors and the audit
committee, if one exists.
Managements philosophy and operating style.
The procedures for delegating responsibility and authority.
Managements methods for assessing performance.
External influences, such as examinations by regulatory agencies.
The organizations policies and practices for managing its human
resources.
SAS 109 requires that auditors obtain sufficient knowledge to assess the
attitude and awareness of the organizations management, board of
directors, and owners regarding internal control. The following paragraphs
provide examples of techniques that may be used to obtain an
understanding of the control environment.
1) Auditors should assess the integrity of the organizations management
and may use investigative agencies to report on the backgrounds of
key managers. Some of the Big Four public accounting firms employ
former FBI agents whose primary responsibility is to perform
background checks on existing and prospective clients. If cause for
serious reservations comes to light about the integrity of the client, the
auditor should withdraw from the audit. The reputation and integrity of
the companys managers are critical factors in determining the

auditability of the organization. Auditors cannot function properly in an
environment in which client management is deemed unethical and
corrupt.
2) Auditors should be aware of conditions that would predispose the
management of an organization to commit fraud. Some of the obvious
conditions may be lack of sufficient working capital, adverse industry
conditions, bad credit ratings, and the existence of extremely
restrictive conditions in bank or indenture agreements. If auditors
encounter any such conditions, their examination should give due
consideration to the possibility of fraudulent financial reporting.
Appropriate measures should be taken, and every attempt should be
made to uncover any fraud.
3) Auditors should understand a clients business and industry and should
be aware of conditions peculiar to the industry that may affect the
audit. Auditors should read industry-related literature and familiarize
themselves with the risks that are inherent in the business.
4) The board of directors should adopt, as a minimum, the provisions of
SOX. In addition, the following guidelines represent established best
practices.
Separate CEO and chairman. The roles of CEO and board
chairman should be separate. Executive sessions give directors
the opportunity to discuss issues without management present,
and an independent chairman is important in facilitating such
discussions.
Set ethical standards. The board of directors should establish a
code of ethical standards from which management and staff will
take direction. At a minimum, a code of ethics should address
such issues as outside employment conflicts, acceptance of gifts
that could be construed as bribery, falsification of financial
and/or performance data, conflicts of interest, political
contributions, confidentiality of company and customer data,
honesty in dealing with internal and external auditors, and
membership on external boards of directors.
Establish an independent audit committee. The audit committee
is responsible for selecting and engaging an independent auditor,
ensuring that an annual audit is conducted, reviewing the audit
report, and ensuring that deficiencies are addressed. Large
organizations with complex accounting practices may need to

create audit subcommittees that specialize in specific activities.
Compensation committees. The compensation committee should
not be a rubber stamp for management. Excessive use of shortterm stock options to compensate directors and executives may
result in decisions that influence stock prices at the expense of
the firms long-term health. Compensation schemes should be
carefully evaluated to ensure that they create the desired
incentives.
Nominating committees. The board nominations committee
should have a plan to maintain a fully staffed board of directors
with capable people as it moves forward for the next several
years. The committee must recognize the need for independent
directors and have criteria for determining independence. For
example, under its newly implemented governance standards,
General Electric (GE) considers directors independent if the sales
to, and purchases from, GE total less than 1 percent of the
revenue of the companies for which they serve as executives.
Similar standards apply to charitable contributions from GE to
any organization on which a GE director serves as officer or
director. In addition, the company has set a goal that two-thirds
of the board will be independent nonemployees.
Access to outside professionals. All committees of the board
should have access to attorneys and consultants other than the
corporations normal counsel and consultants. Under the
provisions of SOX, the audit committee of an SEC reporting
company is entitled to such representation independently.
Risk Assessment
Organizations must perform a risk assessment to identify, analyze, and
manage risks relevant to financial reporting. Risks can arise or change from
circumstances such as:
Changes in the operating environment that impose new or changed
competitive pressures on the firm.
New personnel who have a different or inadequate understanding of
internal control.
New or reengineered information systems that affect transaction
processing.
Significant and rapid growth that strains existing internal controls.

The implementation of new technology into the production process or
information system that impacts transaction processing.
The introduction of new product lines or activities with which the
organization has little experience.
Organizational restructuring resulting in the reduction and/or
reallocation of personnel such that business operations and transaction
processing are affected.
Entering into foreign markets that may impact operations (that is, the
risks associated with foreign currency transactions).
Adoption of a new accounting principle that impacts the preparation of
financial statements.
SAS 109 requires that auditors obtain sufficient knowledge of the
organizations risk assessment procedures to understand how management
identifies, prioritizes, and manages the risks related to financial reporting.
Information and Communication

The accounting information system consists of the records and methods used
to initiate, identify, analyze, classify, and record the organizations
transactions and to account for the related assets and liabilities. The quality
of information that the accounting information system generates impacts
managements ability to take actions and make decisions in connection with
the organizations operations and to prepare reliable financial statements. An
effective accounting information system will:
Identify and record all valid financial transactions.
Provide timely information about transactions in sufficient detail to
permit proper classification and financial reporting.
Accurately measure the financial value of transactions so their effects
can be recorded in financial statements.\
Accurately record transactions in the time period in which they
occurred.
SAS 109 requires that auditors obtain sufficient
organizations information system to understand:
knowledge
of
the
The classes of transactions that are material to the financial

statements and how those transactions are initiated.
The accounting records and accounts that are used in the processing of
material transactions.
The transaction processing steps involved from the initiation of a
transaction to its inclusion in the financial statements.
The financial reporting process used to prepare financial statements,
disclosures, and accounting estimates.
Monitoring
Management must determine that internal controls are functioning as
intended. Monitoringis the process by which the quality of internal control
design and operation can be assessed. This may be accomplished by
separate procedures or by ongoing activities.
An organizations internal auditors may monitor the entitys activities in
separate procedures. They gather evidence of control adequacy by testing
controls and then communicate control strengths and weaknesses to
management. As part of this process, internal auditors make specific
recommendations for improvements to controls.
Ongoing monitoring may be achieved by integrating special computer
modules into the information system that capture key data and/or permit
tests of controls to be conducted as part of routine operations. Embedded
modules thus allow management and auditors to maintain constant
surveillance over the functioning of internal controls. In Chapter 7, we
examine a number of embedded module techniques and related audit tools.
Another technique for achieving ongoing monitoring is the judicious use of
management reports. Timely reports allow managers in functional areas such
as sales, purchasing, production, and cash disbursements to oversee and
control their operations. By summarizing activities, highlighting trends, and
identifying exceptions from normal performance, well-designed management
reports provide evidence of internal control function or malfunction.
Control Activities
Control activities are the policies and procedures used to ensure that
appropriate actions are taken to deal with the organizations identified risks.
Control activities can be grouped into two distinct categories: physical
controls and information technology (IT)

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COSO Internal Control Framework

The COSO framework consists of five components:

the control environment

The Control Environment

The integrity and ethical values of management.

the companys managers are critical factors in determining the

organizations with complex accounting practices may need to

Significant and rapid growth that strains existing internal controls.

Information and Communication

The classes of transactions that are material to the financial

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