A QAR Application in Turkey and Sharing the Experiences Stefano Perazzini Özge Aşçıoğlu İstanbul 09/11/2007 1 AGENDA Overview of UniCredit Overview of Yapı Kredi Bank Our Vision Why are companies interested in Quality of Internal Audit? Requirements of IIA What is QAR Internal and External Assessments Why Deloitte Work plan Phase 1 _ Quick Check Phase 2 _ Remediation (performed by KFS Internal Audit) Phase 3 _ Detailed Review by Deloitte Phase 4 _ Assessment and Benchmark with Best Practices Phase 5 _ Overall Conclusion and Final Report 2 UNICREDIT UniCredit at a Glance • UniCredit Group is one of the largest banking and financial services organisations in Europe with a network of 9,000 branches and strong local roots in 23 countries. Its international network is made of branches, representative offices and small banking subsidiaries in 50 countries worldwide. • In Europe we are one of the leaders in terms of business size and we can leverage on a unique strategic positioning. The Group is, in fact, leader in one of the richest areas of Europe: Bavaria, Austria and Italy as well as in Central and Eastern Europe, an area featuring fast rates of economic growth and the fastest growth rates for banking revenues. 3 UNICREDIT 4 OVERVIEW OF YAPI KREDİ BANK • • • • • Yapı Kredi Bank at a Glance One of the most dynamic and experienced institutions in Turkey created from the successful legal merger on the 2nd of October 2006, With total assets of YTL47.8 billion (approx. USD34.7 billion) as of June 2007 As per ownership structure, 80.2% of Yapı Kredi is controlled by Koç Financial Services A.Ş. (“KFS”) – the 50/50% joint venture between UniCredit and Koç Group the Bank serves its over 13 million customers through approx 650 branches throughout the country and various alternative distribution channels strong domestic presence including domestic financial subsidiaries; Yapı Kredi owns subsidiary banks in the Netherlands, Russia and Azerbaijan. 5 YKB ORGANIZATION CHART AUDIT COMMITTEE CREDIT COMMITTEE Board of Directors INTERNAL AUDIT INTERNAL CONTROL COMPLIANCE OFFICE RISK MANAGEMENT GM MANAGEMENT COMMITTEES COO CORPORATE IDENTITY AND COMMUNICATION PRIVATE BANKING AND INTERNATIONAL RETAIL BANKING CREDIT CARDS AND CONSUMER LENDING CORPORATE BANKING COMMERCIAL BANKING OPERATIONS ORGANIZATION ALTERNATIVE DISTRIBUTION CHANNELS FINANCIAL PLANNING, ADMINISTRATION AND CONTROL (CFO) LEGAL LOGISTICS AND COST MANAGEMENT HR IT TREASURY CREDIT MANAGEMENT 6 INTERNAL AUDIT DEPARTMENT ORG CHART BOARD OF DIRECTORS Internal Audit Department Assistant Standards, Methodologies and Support Section Strategic Planning and Audit Coordination Unit Investigation Section IT Audit Credit Risk Audit Section Netw ork Audit Unit Marmara Region Audit 1Section Domestic and Foreign Subs Audit Unit LEASING NETHERLAND N.V. INVESTMENT AZERBAIJAN FAKTORING MOSCOW PORTFOLIO MGMNT INSURANCE Marmara Region Audit 2 Section West and Southw est Region Audit Section Market Risk Audit Central and Southeast Region Audit Section RETIREMENT Operational Risk Audit Section External Audit Relations 7 INTERNAL CONTROL UNIT ORG CHART BOARD OF DIRECTORS Internal Control BU Fraud Prevention and Anti Money Laundering Section Remote Control Section Credits Credit Cards Treasury Financial and Administration Affairs Branches and Operations IT Controls 8 OUR VISION Our vision is to become “A World Class” Internal Audit Function at KFS level in order to satisfy expectations coming from various stakeholders and counterparties: Audit Committee, Board of Directors, Top Management, Shareholders, Supervisory Bodies, External Auditors, etc. 9 WHY ARE COMPANIES INTERESTED IN QUALITY OF INTERNAL AUDIT? • IIA Standards require companies to have an “independent” quality assessment every five years, effective since January 2002 – Increased responsibility of, and focus on, Audit Committees – Audit Committee increasing their reliance on IA for regulatory requirements, risk management – Increased focus on corporate governance and fraud prevention • More focus on audit activities from executive management and regulators 10 REQUIREMENTS OF THE INSTITUTE OF INTERNAL AUDITORS 1310 Quality Program Assessments • The internal audit activity should adopt a process to monitor and assess the overall effectiveness of the quality program. The process should include both internal and external assessments. 1311 Internal Assessment • It should include ongoing reviews of the performance of internal audit activity and periodic reviews performed through self assessments or by other persons within the organization with the knowledge of internal auditing practices and the standards. 1312 External Assessment • “External assessments, such as quality assessment reviews, should be conducted at least once every five years by a qualified, independent reviewer or review team from outside the organization.” 11 WHAT IS QAR • A Quality Assurance Review (QAR) is a strategic assessment of an internal audit function, including its infrastructure, staff experience, and performance relative to business goals, "best practices", and applicable standards. • QAR evaluates compliance with the Standards, the internal audit activity and audit committee charters, the organization’s risk and control assessment, and the use of successful practices. 12 INTERNAL AND EXTERNAL ASSESSMENTS External Internal Full QAR Ongoing and Periodic 13 INTERNAL ASSESSMENTS ONGOING • CONTINUOUS MONITORING • CAE SUPERVISION • AUDITEES’ FEEDBACK PERIODIC • AUDIT OF THE AUDIT PROCESS • SELF-ASSESSMENT • OTHER COMPETENT PERSONS 14 EXTERNAL ASSESSMENTS QUALIFIED INDEPENDENT REVIEWER • • • • ALTERNATIVE METHODS Certified Audit Professional Well versed in the Standards and leading practices Reasonable experience at management level Results to be shared with the Audit Committee and Top Management • Non-reciprocal assessment • Self-assessment with external validation KFS Audit applied this External Assessment 15 THE STRUCTURAL ELEMENTS OF A QAR ON INTERNAL AUDIT FUNCTION Supporting Processes Activity organization Human Resources and management Production Processes Information Technology Planning Electronic management system of work files Mapping of company risks Information on objectives and expectations for each mission Communication / Reporting to audited entities Knowledge of internal audit clients expectations Collaboration with the audited entity Communication / Reporting to management Internal audit plan Needs for expertise evaluation and responses to main issues Communication / Reporting to audit committee Performance Communication and reports Vision, values, & strategic objectives Constitution of a team of experts Structure and organisation (Processes / Methods) Recruitment Specific applications and technologies Resource management Training and personal development Database of best practices Activity measurement Internal communication Coordination with external auditors and other control entities Work Program Communication with external auditors and other control entities Individual evaluations Resources assignment Tests and analysis Internal audit clients satisfaction measurement Remuneration Satisfying Satisfying Perfectible Perfectible Need for for improvement improvement Not Not applicable applicable Work documentation Out of scope 16 The elements in a shaded color frame appear in the IIA (Institute of Internal Auditors) professional standards Engagement supervision Follow up WHY • Deloitte has a sound background in performing Strategic Quality Assessment of Internal Audit activities for European and global companies. They have been providing the Internal Audit community with services to enhance its overall performance since they initiated their Internal Audit Services practice more than 20 years ago. 17 DELOITTE TEAM JEAN-PIERRE GARITTE Quality Assurance Partner OKTAY AKTOLUN Delivery Partner EVREN ALTUNAY Engagement Director NACİYE KURTULUŞ TUBA İNCİ Assistant Manager Manager 18 WORK PLAN • Phase I / Quick Check - January 8th – January17th – High level review of risk assessment approach, Internal Audit Charter and entire audit process is performed – Interview with one of the members of the Audit Committee – Results are discussed with Senior Management of the Internal Audit Department • Phase II / Remediation - January 17th –May 30th – Internal Audit Department based on the quick review results redesigned process, improved documentation standards and initiated other improvement activities as necessary • Phase III / Detailed Review - June 4th- July 14th – An in-depth review of the Internal Audit function is performed and a representative sample of Internal Audit projects is tested – Specific survey formats for KFS are developed and results of them are reviewed to address unique needs and objective of this project 19 WORK PLAN • Phase IV / Assessment and Benchmark with Best Practices - June 4thJuly 14th – Charter, mission statements, organizational structure, span of controls, personnel credentials and education levels, training policies, performance appraisal process, and recruiting policies are reviewed – Risk assessment, quality control, self auditing and follow up activities are analyzed – Comparisons / benchmarking with leading practices on superior performance areas • Phase V / Overall Conclusion and Final Report – July 15th - July 23rd – Main strengths and weaknesses are identified and gap analysis between current situation and IIA standards is formalized – Opportunities for improvement are identified and recommendations are issued 20 PHASE II REMEDIATION (PERFORMED BY KFS INTERNAL AUDIT) • Based on the project timeline, approximately 20 volunteer auditors are involved in several sub-projects that were completed succesfully by the end of May, 2007. 21 PHASE III DETAILED REVIEW BY DELOITTE AND PHASE IV ASSESSMENT AND BENCHMARK WITH BEST PRACTICES • Performed interviews including board members, audit committee members, top management, external auditors, corporate audit and internal auditors • Conducted two separate surveys; one to clients (audit committee, board members and auditees) and the other to the internal audit staff. • Examined working papers of selected sample audits • Reviewed Risk Assessments and Audit Plans • Reviewed IA Charter and regulation • Examined communication with auditees, Audit Committee, external auditors and management • Reviewed electronic document management systems • Facilitated participation to web-based IIA Benchmark questionnaire GAIN and analyzed the results • Examined KFS IA Dept based on Deloitte methodology that describes processes and sub-processes according to the IIA standards. 22 PHASE V OVERALL CONCLUSION AND FINAL REPORT • KFS Internal Audit generally conforms to the Standards for the Professional Practice of Internal Auditing prescribed by the Institute of Internal Auditors. • Other possible results: – Does not confirm – Partially confirms 23 LIST OF ORGANISATION WITH COMPLETED EXTERNAL ASSESSMENTS 24 IN THE PRESS 25 PROJECT TEAM THANK YOU FOR YOUR ATTENTION 26