chapter 10 Section 404 Audits Sarbanes-Oxley Act section 404 1 Societe Generale • junior trader gambled more than the entire net worth of the bank 2 JP Morgan Chase 3 National Commission on Fraudulent Financial Reporting the “Treadway Commission” 1987 Committee of Sponsoring Organizations “COSO” 4 COSO Committee of Sponsoring Organizations organizations that sponsored the Treadway Commission American Institute of Certified Public Accountants American Accounting Association Institute of Internal Auditors Institute of Management Accountants Financial Executives Institute 5 Jake S how does COSO define internal controls ? 6 COSO internal controls day 1 handout Internal control is a process, effected by those charged with governance, management, and other personnel that is designed to provide reasonable assurance about the achievement of the entity’s objectives with regard to the • reliability of financial reporting • effectiveness and efficiency of operations • compliance with applicable laws and regulations 7 Foreign Corrupt Practices Act 1977 any corporation that has a class of securities registered, or that is required to file reports under the Securities and Exchange Act of 1934 8 U.S. Code TITLE 15--COMMERCE AND TRADE CHAPTER 2B SECURITIES EXCHANGES 9 (2) Every issuer pursuant to section 78l or … shall– (A)make and keep books, records, and accounts, which, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the issuer; (B) devise and maintain a system of internal accounting controls sufficient to provide reasonable assurances that– (i) transactions are executed in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary (I) to prepare financial statements in conformity with GAAP, (II) to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences; and 10 Sarbanes-Oxley Act 2002 § 7262. Management assessment of internal controls (a) Rules required The Commission shall prescribe rules requiring …. an internal control report, which shall— (1) state the responsibility of management for establishing and maintaining an adequate internal control structure and procedures for financial reporting; and (2) contain an assessment, as of the end of the most recent fiscal year of the issuer, of the effectiveness of the internal control structure ... (b) Internal control evaluation and reporting …, each registered public accounting firm that …issues the audit report for the issuer shall attest to, and report on, the assessment made by the management of the issuer. 11 PCAOB auditor’s report on internal control We have audited internal control over financial reporting as of Dec. 31, 2013, based criteria established in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). MMC’s management is responsible for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management Report on Internal Control Over Financial Reporting. Our responsibility is to express an opinion on the company's internal control over financial reporting based on our audits. We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audits of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinion. A company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. In our opinion, MMC maintained, in all material respects, effective internal control over financial reporting as of December 31, 2013, based on COSO criteria. 12 Sam Which section of the auditing standards most directly discusses internal controls? 13 Janet Why are auditors required to understand the client’s internal controls? 14 AU-C 315 Understanding the Entity & Its Environment & Assessing RoMM .03 The objective of the auditor is to identify and assess the risks of material misstatement, whether due to fraud or error, at the financial statement and relevant assertion levels through understanding the entity and its environment, including the entity's internal control, thereby providing a basis for designing and implementing responses to the assessed risks of material misstatement. 15 Bryce what is the definition of control risk? 16 Control Risk The risk that a misstatement that could occur in an assertion about a class of transaction, account balance, or disclosure and that could be material, either individually or when aggregated with other misstatements, will not be prevented, or detected and corrected, on a timely basis by the entity's internal control. 17 Ashley Discuss reasonable assurance. 18 Reasonable Assurance Reasonable assurance. In the context of an audit of financial statements, a high, but not absolute, level of assurance. 19 Christina Under Sarbanes-Oxley management must report on the effectiveness of the company’s internal controls. With Regard to Internal Controls, what STATEMENTS must MANAGEMENT include in their annual report ? 20 Section 404 of Sarbanes-Oxley management must make the following statements page 159 1 management is responsible for effective internal controls over financial reporting 2 management’s assessment of the effectiveness of the internal controls 3 the framework used to evaluate the effectiveness of the internal controls 21 Evaluate the Effectiveness 1 management must evaluate the design of internal controls 2 management must test the operating effectiveness of those controls 22 Christine what framework will management use to evaluate the effectiveness of internal controls? 23 Vivian In the standard unmodified audit report What is management’s responsibility with regard to the financial statements? 24 Management’s Responsibilty Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. 25 Controls over Sig Classes of Transactions 26 AU-C 315 The objective of the auditor is to identify and assess the risks of material misstatement, whether due to fraud or error, at the financial statement and relevant assertion levels through understanding the entity and its environment, including the entity's internal control, 27 Page 160 (Design of Internal Control) Risks related to all relevant assertions Evaluating Significant classes of transactions Identify points in the transactions where material misstatements could occur Identify how each significant class of transactions – – – – – Initiated Authorized Recorded Processed through the accounting system Reported in the financial statements and disclosures 28 AU-c 315.84 the accounting system Procedures and records designed to Initiate, authorize, record, process, and report entity transactions transactions Maintain accountability for the assets, liabilities & equity Transfer information to the general ledger Capture information other than transactions that is relevant to the financial statements. e.g.journal depreciation and amortization of assets, adjusting entries changes in the recoverability of receivables. Ensure information that is required to be disclosed is accumulated, disclosures recorded, processed, summarized, and appropriately reported in the financial statements. 29 Fiona In the standard unmodified audit report What is the auditor’s responsibility? 30 Auditor’s Responsibilty Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. in accordance with auditing standards generally accepted in the United States of America. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity's preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. 31 Auditors must document their understanding 32 page 160/169 The classes of transactions that are significant Procedures by which those transactions are: Initiated, authorized & recorded what accounting records exist, Processed through the accounting system into the GL, and reported in the financial statements. How the info system captures other events that are significant to the financial statements Reporting process used to prepare the financial statements, including significant estimates and disclosures. 33 Julia COSO – 5 components of internal control what are the five components of the internal control framework ? 34 COSO components of internal controls 1. 2. 3. 4. 5. Control environment Risk assessment Control procedures Information and communication Monitoring 35 COSO components of internal controls 1. Control environment 2. Risk assessment 3. Control procedures 4. Info & Comm --- Accounting System is part of 5. Monitoring 36 1. Control environment • • • • • • management’s integrity and ethical values commitment to competence board of directors and audit committee management’s philosophy & operating style organizational structure human resource policies and practices page 163 37 1. Control environment – Audit Committee Bd of Directors - Audit Committee – Outside Directors • Appointment of auditors • Resolve differences between management and auditors • Oversight of internal audit • Approval of non-audit services by auditor page 163 38 COSO components of internal controls 1. Control environment 2. Risk Assessment (p 165) 3. Control procedures 4. Information and communication 5. Monitoring 39 2. Risk assessment How does the audit client manage risk? Internal control is a process, effected by those charged with governance, management and other personnel that is designed to provide reasonable assurance about the achievement of the entity’s objectives in the following three categories: 40 Jake M what can you assume when the Expected Rate of Return for an investment or project exceeds the interest rate on gov’t insured savings accounts ? 41 business is about managing risk otherwise companies should invest their money in gov’t insured savings accounts companies invest in risky assets and the auditors must understand how the company manages risks to convert those assets into cash receipts 42 COSO Enterprise Risk Management 1. Internal environment 2. Objective Setting 3. 4. 5. 6. 7. 8. Event identification Risk assessment Risk response Control activities procedures Information and communication Monitoring 43 COSO components of internal controls 1. Control environment 2. Risk assessment 3. Control procedures 4. Information and communication 5. Monitoring 44 3. Control Procedures Adequate segregation of duties Proper authorization of transactions & activities Adequate documents & records Physical controls over assets & records Independent checks on performance 45 page 160/169 The classes of transactions that are significant Procedures by which those transactions are: Initiated, authorized & recorded what accounting records exist, Processed through the accounting system into the GL, and reported in the financial statements. How the info system captures other events that are significant to the financial statements Reporting process used to prepare the financial statements, including significant estimates and disclosures. 46 3. Control Procedures Must separate p. 166 Custody of Assets from Accounting (Record-Keeping) Authorization of Trx from Custody of Related Assets Operational Responsibility from Record-Keeping IT Duties from User Departments 47 3. Control Procedures Must separate Custody of Assets Authorization of Transactions involving those assets Record-Keeping 48 3. Control Procedures Adequate documents and records Pre-numbered documents 1. 2. 3. Checks Purchase orders Shipping documents 49 check no. 2228 Dec. 31 Pay to: Cuesta Hardware 2014 $1,500.00 check no. 2229 Dec. 31 Pay to: Lubricant Supply 2014 $875.00 check no. 2230 Dec. 31 Pay to: The Electric Warehouse 2014 $970.00 check no. 2231 Dec. 31 Pay to: Parts Supply Co. six hundred and twenty-five 2014 $625.00 Dollars Tad Miller 50 Cash Disbursements Journal date 30-Dec 31-Dec 31-Dec 31-Dec check no. written to amount 2228 Cuesta Hardware 1,500.00 2230 The Electric Warehouse 970.00 2231 Parts Supply Co 625.00 total disbursed 2,700.00 4,200.00 5,170.00 5,795.00 where is check 2229 to Lubricant Supply 51 Tim if you discover a check that was not recorded to which financial statement assertion does an unrecorded check relate ? 52 COSO components of internal controls 1. 2. 3. 4. 5. Control environment Risk assessment Control procedures Information and communication Monitoring 53 4. Information & Communication / Monitoring • Account balances are used to prepare external financial statements • Internal reports are part of management’s feedback for Monitoring operations 54 COSO components of internal controls 1. 2. 3. 4. 5. Control environment Risk assessment Control procedures Information and communication Monitoring 55 5. Monitoring • • • • • • Internal audit Compare reports with your knowledge of the business Customer complaints Vendor complaints Regulators’ reports Periodic reconciliations 56 Understanding Internal Controls Obtain an understanding of internal controls The design of internal controls Document understanding Assess Control Risk (preliminary) Test Operating Effectiveness of controls Assess Control Risk (after ToC’s) 57 page 160/169 The classes of transactions that are significant Procedures by which those transactions are: Initiated, authorized & recorded what accounting records exist, Processed through the accounting system into the GL, and reported in the financial statements. How the info system captures other events that are significant to the financial statements Reporting process used to prepare the financial statements, including significant estimates and disclosures. 58 How –gain an understanding Internal Controls Internal Control Questionnaire p. 172 Prior year’s work papers p. 174 Inquiries of client Examine documents Observe activities – Perform Walkthroughs 59 Internal Controls Questionnaire p. 173 A. Recorded sales are for shipments actually made to existing customers B. Existing sales transactions are recorded C. Recorded sales are for the amount of goods shipped and are correctly billed and recorded D. Sales transactions are properly included in master files and correctly summarized E. Recorded sales transactions are properly classified F. Sales are recorded on the correct dates 60 Internal Controls Questionnaire p. 173 (62-161)-176-207-252 A. Recorded sales are for shipmentsOccurrence actually made to existing customers B. Existing sales transactions areCompleteness recorded Accuracy C. Recorded sales are for the amount of goods shipped and are correctly billed and recorded D. Sales transactions are properly included in master files and correctly summarized E. Recorded sales transactions are properly Classification classified F. Sales are recorded on the correct datesCutoff 61 62 Document- our understanding of Internal Controls Internal Control Questionnaire Narative Flowchart p. 173 63 Must assess Control Risk • for each fin statement assertion • for each sig class of transaction 64 Control Risk Matrix p. 176 Look at the headings of the columns Audit Objectives / Assertions Must have a control(s) in place for each assertion / objective 65 66 p. 252 67 Tests of Controls if a control is well designed test if control is operating effectively 68 Internal Control Communications 69 Somer what is a Control Deficiency? page 176 --look at the last 2 lines in Figure 5 70 71 Control deficiency (day one handout) when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent, or detect and correct misstatements on a timely basis 72 Control deficiency if a control is not properly designed Or well designed control may not operate as designed or the person performing the control is not sufficiently qualified 73 Katina what is a Material Weakness in internal control? 74 Material weakness A deficiency, or a combination of deficiencies, in internal control, such that there is a reasonable possibility that a material misstatement of the entity's financial statements will not be prevented, or detected and corrected, on a timely basis. 75 Lauren what is a Significant Deficiency in internal control ? 76 Significant deficiency A deficiency, or a combination of deficiencies, in internal control that is less severe than a material weakness yet important enough to merit attention by those charged with governance. 77 Material weakness Figure 6 material page 272 Material Weakness Likelihood Remote Reasonably Possible Probable immaterial 78 Communications regarding Internal Control Reportable Conditions significant deficiencies material weaknesses Those charged with governance of the company audit committee board of directors senior management 79 Effectiveness of Internal Controls and Audit Approaches 80 81 for private companies non-SEC companies not covered by Sarbanes-Oxley 82 Huyen After evaluating the design of the controls you do not believe the client’s controls would prevent, or detect and correct misstatements even if properly implemented You believe the controls are INeffective How will you preliminarily assess CR ? 83 Aleksandr After evaluating the design of the controls you do not believe the client’s controls would prevent, or detect and correct misstatements even if properly implemented You believe the controls are INeffective You preliminarily assess CR = High Which audit approach will you take? 84 Ian You believe it would cost less to perform Tests of Contols than $ubstantive Test$ which audit approach will you take ? 85 Romy Which types of audit tests will you perform evaluate design of controls Tests of Controls test operating effectiveness none some extensive Substantive Tests analytical procedures test of details of account balances none limited extensive 86 Madyson After evaluating the design of the controls you believe the client’s controls would prevent, or detect and correct misstatements if properly implemented You believe they would be Effective if implemented How will you preliminarily assess CR ? 87 Marc After evaluating the design of the controls you believe the client’s controls would prevent, or detect and correct misstatements if properly implemented You believe they would be Effective if implemented You preliminarily assess CR = Low Which audit approach will you take? 88 Jena You believe it would cost less to perform Tests of Contols than $ubstantive Test$ which audit approach will you take ? 89 Julissa Which types of audit tests will you perform evaluate design of controls Tests of Controls test operating effectiveness none some extensive Substantive Tests analytical procedures test of details of account balances none limited extensive 90 After evaluating the design of the controls you believe the client’s controls would prevent, or detect and correct misstatements if properly implemented You believe they would be Effective if implemented 91 Jonathan deS You believe it would cost less to perform $ubstantive Test$ than Tests of Contols which audit approach will you take ? 92 Loren Which types of audit tests will you perform evaluate design of controls Tests of Controls test operating effectiveness none some extensive Substantive Tests analytical procedures test of details of account balances none limited extensive 93 for private companies non-SEC companies not covered by Sarbanes-Oxley 94 Subst Tests Less costly than ToC ToC Less costly than Subst Tests controls effective (CR =Low) extensive Subst Tests ToC controls ineffective (CR = MAX) Must do extensive Subst Tests preliminarily assess limit subst tests => analytical procedures 95 • Understand internal controls – – • • • Document understanding Evaluate the design of the controls Preliminarily assess control risk – Document prelim CR assessment If CR < Low & $ToC < $Sub$t Tests – Design and perform ToC – Document results of ToC and CR assessment – Design and perform limited Subst Tests – Document results of Subst Tests If CR = Max – – or $Sub$t < $ToC Design and perform extensive Subst Tests Document results of Subst Tests 96 for public companies SEC companies covered by Sarbanes-Oxley 97 98 Alyssa After evaluating the design of the controls you believe the client’s controls would prevent, or detect and correct misstatements if properly implemented You believe they would be Effective if implemented How will you preliminarily assess CR 99 Xiaodan After evaluating the design of the controls you believe the client’s controls would prevent, or detect and correct misstatements if properly implemented You believe they would be Effective if implemented You preliminarily assess CR = Low Which audit approach will you take? 10 0 Nicole You believe it would cost less to perform Tests of Contols than $ubstantive Test$ which audit approach will you take ? 10 1 Gordon Which types of procedures will you perform evaluate design effectiveness Tests of Controls test operating effectiveness none some extensive none limited extensive Substantive Tests analytical procedures test of details of account balances 10 2 Iris You believe it would cost less to perform $ubstantive Test$ than Tests of Contols which audit approach will you take ? 10 3 Dillon Which types of procedures will you perform evaluate design effectiveness Tests of Controls test operating effectiveness none some extensive none limited extensive Substantive Tests analytical procedures test of details of account balances 10 4 Stephanie After evaluating the design of the controls you do not believe the client’s controls would prevent, or detect and correct misstatements even if properly implemented You believe the controls are INeffective How will you preliminarily assess CR ? 10 5 Ricardo After evaluating the design of the controls you do not believe the client’s controls would prevent, or detect and correct misstatements even if properly implemented You believe the controls are INeffective You preliminarily assess CR = High Which audit approach will you take? 10 6 Chen You believe it would cost less to perform Does it matter which types of tests are least expensive? which audit approach will you take ? 10 7 Katie Which types of audit tests will you perform evaluate design effectiveness Tests of Controls test operating effectiveness none some extensive Substantive Tests analytical procedures test of details of account balance none limited extensive 10 8 preliminarily assess controls effective (CR < Low) controls ineffective (CR = MAX) Subst Tests Less costly than ToC ToC Less costly than Subst Tests ToC ToC can limit subst tests can limit subst tests analytical procedures analytical procedures must do some ToC must do some ToC Extensive Subst Tests Tests of Details Extensive Subst Tests Tests of Details 10 9 • Understand internal control structure – Document understanding – Evaluate the Design Effectiveness of ICS • Design and perform ToC to assess CR – Document results of ToC – and CR assessment • If CR > Low – Design and perform extensive Subst Tests – Document results of Subst Tests 11 0 Audit Documentation Workpapers Must document Record of compliance with GAAS 11 1 11 2 11 3 11 4 11 5 Statement on Auditing Standards December 2006 109 AICPA Understanding the Entity and its Environment and Assessing the Risks of Material Misstatement 11 6 11 7 Assessing CR < Max 11 8 11 9 Assessing control risk Identify: • specific control objectives (assertions) • points in the flow of transactions where specific types of misstatements could occur • specific controls procedures designed to prevent or detect these misstatements • Evaluate the design of control procedures • perform tests of the operating effectiveness of controls 12 0 For each significant class of transactions For each Management Assertion we will need to assess CR If we assess CR < Max for an Assertion must identify a Control Procedure (strength) Then design & perform a Test of Controls to see if that Procedure is effective 12 1 credit sales preliminary assess of control risk final assessment of control risk Occurrence low Accuracy low Completeness low Cutoff max max Classification max max 12 2 12 3 Accounts receivable Sales occurrence potential misstate sales to unauthorized customers goods may be released from warehouse for unauthorized orders control activity test of control customer on approved customer list inspect list approved sales order examine approved sales order results of ToC evaluate approved sales observe order for all warehouse person goods released to filling orders shipping goods shipped may shipping clerks not agree with agree goods goods ordered received from warehouse with S.O. signature of shipping clerk indicating he performed the check 12 4 potential misstate control activity test of control unauthorized shipments made prepare Shipping Inspect Ship Docs doc for each order billings may be made for ficititous transactions matching S.D. and approved S.O. for each invoice vouch invoices to S.D. and approved S.O. duplicate billings may be made matching S.D. and approved S.O. for each vouch invoices to S.D. and approved S.O. results of ToC evaluate 12 5 potential misstate fictitous sales may be recorded control activity sales invoice and matching documents required for all entries invoices may be mail monthly posted to the wrong statements to customers accounts customers with independent followup on customer complaints test of control results of ToC evaluate vouch recorded sales to supporting documents observe mailing and followup procedures 12 6 Accounts receivable Sales completeness potential misstate control activity test of control goods shipped may shipping clerk not agree with agrees goods goods ordered received from warehouse to approved S.O. signature of shipping clerk indicating he agreed goods to S.O. some shipments may not be billed matching sales invoice for each S.D. trace S.D. to invoices billings may be made for ficititous transactions periodic observe procedure accounting for all re-perform S.D. results evaluate of ToC 12 7 potential misstate invoices may not be journalized or posted to customer accounts control activity agree sales journal entries and amounts posted to customer accounts with control totals of invoices test of control results evaluate of ToC review evidence of independent check trace incoices to sales journal and custm\omer accounts periodic observe procedure accounting for all sales invoices re-perform invoices may be mailing of posted to the wrong monthly customer accounts statements and followup on customer complaints observe mainling and followup procedures 12 8 Accounts receivable Sales accuracy potential misstate control activity test of control sales may be made without credit approval check on customer’s credit prior to each sale examine evidence of credit limit check on each sale sales invoices may have incorrect prices check pricing of invoices reperform check on accuracy of pricing fictitous sales may be recorded sales invoice and matching documents required for all entries vouch recorded sales to supporting documents results of ToC evaluate 12 9 potential misstate control activity invoices may not be journalized or posted to customer accounts agree entries in sales journal and amounts posted to customer accounts with control totals of invoices review evidence of independent check mailing of montly statements with followup on customer complaints observe mailing and followup procedures invoices may be mailed to wrong customer account test of control results evaluate of ToC trace sales invoices to sales journal and customer accounts 13 0 Assess control risk Identify: • significant classes of transactions • objectives assertions • points where errors or fraud could occur • specific controls that would prevent or detect these errors • Link specific controls with the assertions to which they relate • Evaluate the design of the control • Test the operating effectiveness of the control 13 1