Agenda So you know what to expect!

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1 Changes in Corporate Governance Standards between 2003 and 2008: The impact on the role of internal auditors in the identification and Reporting of ethical issues. Dr Rodney Irwin Chicago 14 September 2010 Agenda So you know what to expect! 1

2 Agenda Why was I interested enough in this subject to undertake a doctoral degree? When we talk about ETHICS what do we really mean? What is the role of Internal Audit in the identification of ethical issues? How should Internal Audit report ethical issues assuming they find them? What is happening in practice around the world with a comparison between 2003 and 2008? Conclusions 3 My Motivation So you know why and the context this research was 2

3 My Motivation 5 My Motivation 6 3

4 My Motivation 7 My Motivation 8 4

5 My Motivation Europe Eastern Europe Russia Turkey North America Iberia Middle East India China Asia Brazil South Africa Australia 9 Speedage 10 5

6 11 OR 12 6

7 Some internal audit and internal control staff do not feel comfortable in raising ethical issues as they have not been properly trained in handling the moral debate that results; In a multi-cultural team what is unethical to one team member is not always seen as an issue to another; Whilst management may state that they want to know all the non compliance with communicated codes of conduct and practice, in reality they do not necessarily like to see it in print; Legal counsel is more and more influencing the way in which both internal and external reporting is executed and can make reporting of ethical issues more difficult by insisting that issues are not written down; Uncovering of ethical related issues has resulted in staff being threatened and / or accused of being incompetent Codes of conduct themselves may not fully cover all potential situations or in some cases are too vague to be interpreted with clarity; and Internal auditors and control staff themselves do not always agree with the values being imposed by management or codes of conduct, as they conflict with personal values and beliefs

8 The Research Objectives of the Research The objectives of this research were: - To examine the role in which internal audit plays in the identification and reporting of ethical perspectives in 2008 and to compare and contrast this with the situation reported in 2003; - To identify the major changes in corporate governance between 2003 and 2008 and to examine if these changes have had an impact the role in which internal audit plays in the identification and reporting of ethical perspectives; - To examine the constraints and limitations faced by internal audit practitioners when dealing with ethical audit issues in 2008 compared with the constraints and limitations identified in 2003; and, - To develop a more robust model for internal audit to deal with the identification and reporting of ethical perspectives given the changes in corporate governance between 2003 and

9 In light of the research objectives primary and secondary hypothesis have been developed. These are as follows: - Primary hypothesis was that developments in corporate governance has resulted in a significant change in the manner in which internal audit executes their role in the identification and reporting of ethical perspectives between 2003 and Secondary hypothesis was that internal auditors continue to be inconsistent in the manner in which they identify and report ethical issues and as such this may undermine their role. 17 Research Population The 2003 survey was initially opened online on 28 July 2003 and closed to new respondents on 15 August responses were received. The 2008 survey was the same used as in the 2003 study but with an additional section added to solicit input from respondents on the impact corporate governance changes The 2008 survey was made live on 11 April, 2008 and was closed on 4 June, 2008 In total 589 respondents have started the questionnaire (327 respondents having fully completed the questionnaire) and when adjusted for some irregularities in the data the 2008 dataset contained 542 records. 18 9

10 Characteristics of the Participants The 2003 data set showed more USA participation than in 2008 with the latter showing a dominance in European participation The business sectors represented in 2008 by the respondents of the survey are more widely disbursed than location and ethnic origin than in 2003 The geographical coverage for internal work is truly global with the all locations being visited increasing in 2008 relative to 2003 There is no statistical difference between the profile presented in 2003 and that in There is an overall reduction in professional and academic standing of the population between 2003 and The Results Ethical Self Assessment and Reporting of Ethical Issues 10

11 Participants in both studies where asked to complete an ethical self assessment This was to provide an insight as to how the sample populations viewed their own ethical conduct and behaviour relative to the perceptions of their colleagues their communication their actions 21 Ethical Self Assessment - Perception Perception of colleagues (coworkers) Always Most of the time Some of the time Never Colleagues would describe me as having high ethical standards 79.6% 73.3% 20.0% 25.5% 0.4% 1.2% 0 0 Colleagues would describe me has having uncompromised integrity 78.7% 69.1% 20.9% 29.4% 0 0.9% 0.4% 0.6% Colleagues feel comfortable discussing ethics and compliance concerns with me 59.6% 64.6% 35.6% 31.2% 4.4% 3.9% 0.4% 0.3% My colleagues see me as playing by the same rules as everyone else. 70.7% 62.5% 25.7% 24.8% 1.4% 8.5% 2.3% 4.2% 22 11

12 Ethical Self Assessment - Communication Communication Always Most of the time Some of the time Never I admit when I ve made a mistake rather than blaming others. 56.0% 61.7% 42.2% 37.4% 1.8% 0.9% 0 0 I give credit where credit is due. 64.9% 61.9% 33.3% 36.6% 1.8% 1.5% 0% 0% I am responsive to colleagues who need my assistance, cooperation or feedback 60.4% 61.4% 38.7% 37.4% 0.9% 1.2% 0% 0% I share ethical concerns and issues with my manager 62.7% 61.1% 32.4% 32.3% 4.4% 6.0% 0.4% 0.6% 23 Ethical Self Assessment - Actions Actions Always Most of the time Some of the time Never I demonstrate consistency between my words and my actions 44.8% 47.9% 54.3% 50.9% 0.9% 1.2% 0 0 I make realistic promises and keep them 33.9% 32.7% 63.8% 65.8% 2.2% 1.5% 0% 0% I withstand any pressure to violate my professional ethical standards 84.7% 75.7% 13.5% 22.5% 1.8% 1.8% 0% 0% I withstand any pressure to violate my organisations ethical standards 86.5% 74.1% 12.1% 23.8% 1.3% 2.1% 0% 0% I face up to ethically questionable situations rather than looking the other way 68.9% 68.0% 29.3% 29.6% 1.8% 2.4% 0% 0% If my professional body did an in-depth report on my work, I would be proud. 60.4% 61.6% 37.8% 36.0% 1.3% 1.8% 0.5% 0.6% 24 12

13 Organisations with code of ethics in place No Yes Yes No Monitoring of Codes of ethics No Yes Yes No

14 Organisational responsibility for maintaining Codes of Conduct Board of Directors Company Secretary Ethic Committee Human Resources Internal Audit Compliance Other 27 Organisational responsibility for monitoring compliance with code of ethics External Audit Company Secretary Ethics Committee Human Resources Internal Audit Compliance Other 28 14

15 Training on Code of Ethics - Internal Audit Staff (2008 v 2003 Chi Square Test (95%) Significant) No Yes Yes No Irrespective of the Code of Ethics, do you believe that Internal Audit has a role to play in the identification of ethical issues? No Yes Yes No

16 How does your audit department identify ethical issues? ("Perform specific audits" is significant (95% level) Chi-Square) Perform specific audits Specific Audit Prog. used in the scope of all audits Tests in specif. audit programmes only Do not seek to identify ethical issues specifically How internal auditors report ethical issues (if they report) ("normal audit report", "separate memo", "other" - Chi-Square test significant (95%)) Normal Audit Report Separate Memo Direct to ethics committee Direct to the audit committee Other 32 16

17 Reporting decisions when asked not to report 100% 90% 80% 70% 60% 50% 40% 30% Other Report anyway Not report but inform Board Not report but inform audit committee Not report 20% 10% 0% Local Mgt Board Member CEO/CFO 33 Changes in Corporate Governance and their impact on Internal Auditors Extreme Risk High Risk Medium Risk Low Risk No Data 34 17

18 Changes in corporate governance requirements since 2003 have made it easier to make ethical decisions Completely agree Agree Neutral Disagree Completely disagree Completely disagree Disagree Neutral Agree Completely agree Corporate Governance I am more confident in making ethical decisions compared to 2003 Completely agree Agree Neutral Disagree Completely disagree Completely disagree Disagree Neutral Agree Completely agree Confidence

19 Internal Auditor Perceptions 2008 / 2003 The authority of internal audit within my organisation has increased since The scope of internal audit within my organisation has increased since The value of internal audit within my organisation has increased since Completely disagree Disagree Neutral Agree Completely agree 37 The Results Identification of ethical issues 19

20 Scenario 1 You are the Internal Auditor managing an assignment of business unit in the Kingdom of Saudi Arabia. Under Saudi Law foreign companies can only operate if a prominent Saudi National sponsors them. During the audit you note that material sums of money are being paid to the Sponsor. These payments are not governed by a contract and there is no indication if the payments are in return for some service or product. Local management tell you that they have no choice but to make these payments to the sponsor as he has threatened to withdraw his sponsorship and thus remove the trading licence from the company if they do not pay. Your companies code of Ethics states that no payments should be made unless at arms length and transparent. 39 Scenario 2 You are the head of internal audit working for a large multinational company and there has recently been a new Chief Financial Officer appointed. It is normal practice to issue all audit reports to the External Auditor as soon as the report is issued to management. The CFO has told you that this practice is no longer to continue. You may issue only reports that do not show material control or financial issues to the External Auditors. All reports that do show material control or financial issues are not to be issued unless the CFO gives his permission first

21 Scenario 3 You are working on an audit assignment for a large multinational company in a very poor developing country. On a visit to a factory you notice that there are a few very young people working on the shop floor. You ask the local management how old these employees are. You are told that they range from 14 years upwards. Management also inform you that under employment law in this country all children 14 years or above are treated as adults and are allowed to work. 41 Scenario 4 You are employed as a senior auditor in a multinational telecommunications company and are performing an operational audit on the quality department. During the audit it comes to your attention at the most recent product to be launched failed many quality tests. The product-marketing launch has been very successful

22 Scenario 5 You are employed as an audit manager and you receive a telephone call from one of your business unit sales managers asking for some advise regarding an issue that has just come to light. The sales manager informs you that a consultant with whom his organisation has previously done a lot of business is now insisting that he bring in a specific consultant to help close a deal which was virtually complete. The consultant would have to earn 1% of the sales price however the customer has instructed the sales manager to raise the price by the same amount to off set the consultants cost. The total contract price will generate revenues of $10 million. 43 Ethical Scenarios - Comparison between 2003 and 2008 outcomes Yes No Yes No Yes No Yes No Yes No Scenario 1 Scenario 2 Scenario 3 Scenario 4 Scenario

23 Conclusions Hypothesis 1 - Identification That internal audit does have a role to play in the identification of ethical issues to the extent that they believe it to be their role. The majority of organisations taking part in this survey stated that internal audit was not used as their agent to identify ethical issues; That even though internal auditors feel duty bound to identify ethical issues the fact that the overwhelming majority does not actually test for ethical compliance in practice would indicate that the role is more perceived than actioned; There are few statistical significant differences between the two sample population and results to indicate much has changed between 2003 and 2008; however, One in two internal auditors believe (albeit unsupported by the evidence in the body of the survey) that changes in corporate governance had made it easier for them to identify ethical issues and a similar proportion confirm they are more confident in 2008 (compared with 2003) in making ethical decisions due to changes in corporate governance. 45 Conclusions Hypothesis 1 - Reporting The empirical evidence in this dissertation allows one to conclude that the majority of internal auditors report ethical issues the same way as they would report other audit issues with significantly more use of regular audit reports in 2008 over One can not conclude from the research conducted if this reporting method is effective. However given that there is a material misalignment between the recipients of reports on ethical violations and those engaged in the maintenance of ethical codes, there is evidence to indicate that the reporting may be sub-optimal 46 23

24 Conclusions Hypothesis 1 The primary hypothesis is that developments in corporate governance has resulted in a significant change in the manner in which internal audit executes their role in the identification and reporting of ethical perspectives between 2003 and It is my opinion that the empirical evidence gathered by this research only supports this hypothesis in some aspects. 47 Advise based on outcome of research Internal auditors should regularly review the contents of the Code of Conducts of their organisation to ensure that it is understandable, encourage realistic compliance and is distributed to all those expected to comply with its requirements. Internal audit departments should encourage their organisations to explicitly state how compliance is monitored and reported and also state which organisation or organisations are responsible. Internal auditors should ensure that they are empowered to audit for ethical compliance and report non-compliance. Internal auditors should develop and implement specific testing strategies for the identification of ethical perspectives as defined by the code of conduct. Currently the gap between duty and execution, whilst marginally falling is still over 75%. Internal auditors should remember that they have a duty to bring important issues to the attention of the management of their organisation. Therefore they should ensure that any filtering of ethical issues out of audit reports does not afford management to make appropriate decisions. Internal auditors should ensure that when reporting ethical violations that they are being addressed to those individuals who have a duty and responsibility to ensure they are effectively addressed

25 Summary In summary the overall conclusion is that the internal audit roles in the identification and reporting of ethical issues, as represented by the findings of the 2008 study is confused. With the overwhelming majority of internal auditors believing they have a duty to identify and report ethical issues very few actually do this in practice. At the same time too many internal auditors confirm they don t play by the same rules as their co-workers and too many (25%+) would violate their professional and organisational standards if under pressure to do so. Less than half always demonstrate consistency between words and actions and only 1 in 3 always make realistic promises and keep them. 2 out of 3 always face ethically questionable situations rather than look way. 49 The assumptions on which the 2008 model was based are outlined below: - - All internal auditors are assumed to be rational and unbiased persons whose sole professional objective is to add value to the organisation they work for; - All internal auditors have an understanding and workable knowledge of their professional bodies Code of Ethics; - All internal auditor behaviour is a consistent in all audit assignments; - All internal auditors have an understanding and workable knowledge of their organisations Code of Ethics (if applicable) and have received adequate training; and, - All internal auditors, although aligned with the corporate culture of the organisation for which they are employed, can and do set aside from the notion of corporate culture to ensure an objective view

26 Proposed Ethical Decision Model for Internal Auditors YES Report issue - as a non Compliance with Code of Ethical Conduct, Company Policy or International Standard YES Does the issue in question contravene the code of ethical conduct? NO YES Report issue - as an issue which has reputation risk or legal Exposure for the organisation. Does your organisation have a code of ethical NO Is the issue subject to another company policy and if so does it comply? NO YES Is the issue in question governed By an international standard Such as the global compact, Universal Declaration of Human Rights, International Quality Standards etc NO No need to report issue However consider the need to challenge company policy if stages 3 5 would suggest to report. Would the issue in question Cause adverse public opinion if the issue where to appear in the public domain? YES NO YES Dose the issue contravene Laws or acceptable business practices in its parent company s country of residence or that of its stock listings or of its major markets? NO No need to report issue as ethical Does the organisation have a code of conduct? This is the starting point (common to both 2003 And 2009 models) and is consistent with the findings of Schwartz (2002). Internal auditor examines if the code of conduct or other documented organisational directive / policy / procedure provides guidance as to what the corporate expectation is. Internal Auditor should also confirm in the audit work papers the other documented sources examined an Internal auditor examines if the issue in question is governed by International or Regional Standards such as the UN Global Compact, Universal Declaration of Human Rights, International Quality and Health and Safety Standards, Industry Regulations and Standards such as ISO or OHSAS, International Financial Reporting Standards etc. Even if the issue is not an breach of the Code of Conduct or other company policy or is not in contravention of international standards (as noted in stage 3) the internal auditor should assess the issue interms of third party perception and reaction - Would the impact be is known outside of organisation. Stage 1 Stage 2 Stage 3 Stage 4 The legality of the issue should be examined in both the parent company legal system and that of the location in which the issue has been detected. In addition the internal auditor should also examine if other international laws out with home and local jurisdictions prevail (e.g. US Foreign Corrupt Practices Act or Sarbanes Oxley Act 2002). Stage

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