...Justus Brammeier SEC 592 3-15-2013 COBIT and IT: Importance The execution and governance of information technology go hand in hand. IT execution deals with an organization’s IT department making proposals to management for design and implementation of technology developments and acquisitions, and then executing those plans. IT governance deals with guidelines within each company to develop policies, procedures, and decision making to best support the organization through technology. This governance becomes important because it directly relates to an organization’s ability to comply with standards and regulations. By developing the individual guidelines to effectively govern the information and technology used in a company, you develop the methods for executing plans from the IT department that management can approve. Once these plans are approved and executed, this process helps management ensure that they are meeting prescribed compliance guidelines and rules as well. While this is all well and good to proceed from the governance processes through execution, and on towards compliance, it does not negate the opposite direction. Sometimes an organization needs to see things from multiple directions. Sometimes a company will see a compliance that they currently can’t meet. This will in turn prompt management to go backwards through the process to determine what is needed to comply. Oftentimes, this will require evaluation of current methods, assuming they exist. Then they...
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...Homework IT Governance and COBIT framework Yeng Lee SEC 592 Professor Joseph Costantini May 18, 2014 What is the relationship between IT execution and IT governance? IT execution and IT governance are both related to the development of Information Technology. The differences among the two terms are their purpose and process. IT execution is a phase in IT development where IT governance is policies and rules to a project. In other word, IT governance is a whole single identity while IT execution is a step in a project. We will go further detail of the different of the two terms. But first, we will elaborate the term IT execution and IT governance. As stated above, execution is a phase in a project. IT execution usually comes after analyzing and planning phase of a project. Following the execution phase will be testing, clean up, and monitoring. In the execution or a project, it requires setting up responsibilities, time management, authorities, and control mechanism to accomplish the task. We will see later how governance does this IT execution. In the Execution phase, the project is carry out and complete. In the field of Information Technology, it can be anything from connecting a new network to upgrading an existence application or hardware to implementing security policies. As the project is being developed, executioner must refer back to the planning phase for guidance and error checking (Project Execution Phase, n.d.). Governance is the process...
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...work in some form: writing this thesis would have otherwise been like swimming through mud. To my supervisor, Professor Andreas van Wyk, thank you for your leadership, patience, and academic skill in guiding me through the research process. To Adéle Mulder and Charl Marais, thank you for your continuous insight and perspectives, both academic and otherwise. And finally to Hilda and Gerrie Steyn, who have been absolutely crucial throughout all my years of study, thank you for your indispensable support, in all its forms. iv SUMMARY The worldwide increase of corporate failures on the scale of Enron and WorldCom has sparked a renewed international trend of corporate governance review. With the external company auditor blamed at least in part for many corporate failures, corporate governance reform also necessitates a review of the statutory regulation of the company auditor. In particular, the lack of auditor independence when auditing clients has been under the legislator’s spotlight. The problems associated with unregulated or poorly regulated auditors are well...
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...Emerging Markets Review 13 (2012) 516–547 Contents lists available at SciVerse ScienceDirect Emerging Markets Review journal homepage: www.elsevier.com/locate/emr Corporate governance, agency problems and international cross-listings: A defense of the bonding hypothesis☆ G. Andrew Karolyi ⁎ Johnson Graduate School of Management, Cornell University, 348 Sage Hall, Ithaca, NY 14853, USA a r t i c l e i n f o Article history: Received 30 June 2011 Received in revised form 6 August 2012 Accepted 7 August 2012 Available online 17 August 2012 JEL classification: F30 G15 G32 G38 Keywords: Cross-listing Stocks Bonding International financial markets a b s t r a c t Why firms from around the world seek to cross-list their shares on overseas exchanges has intrigued scholars during the past two decades. A general dissatisfaction with the conventional wisdom about investment barriers segmenting global investors and how cross-listings overcome those barriers cleared the way for newer wisdom about informational problems and agency conflicts, and how firms could overcome weaknesses in corporate governance by listing on, and thus “bonding” to, overseas markets with stronger regulatory oversight, stringent reporting and disclosure requirements and investor protections. Critics have challenged the viability of the bonding hypothesis, which I answer in this review. © 2012 Elsevier B.V. All rights reserved. 1. Introduction Cross-listing — also referred...
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...Enablers of Exuberance Jennifer S. Taub Sept. 4, 2009 DISCUSSION DRAFT Enablers of Exuberance: Legal Acts and Omissions that Facilitated the Global Financial Crisis Jennifer S. Taub1 I. Introduction This paper explores certain legal acts and omissions that facilitated the over-leveraging and near collapse of the global financial system. These ―Legal Enablers‖ fostered the boom that enriched a class of financial intermediaries who followed a storied tradition of gambling away ―other people‘s money.‖2 These mechanisms also made the pain of the bust disproportionately felt by the middle class and poor while shielding the middlemen who created the problems. These legal Enablers permitted the growth of a shadow banking system, without investment limits, transparency or government oversight. In the shadows grew a variety of highly leveraged private investment pools, undercapitalized conduits of securitized loans and speculation in complex credit derivatives. The rationale for allowing this unregulated, parallel system was that it helped to create innovation and provide liquidity. The conventional wisdom was that any risks associated with a hands-off approach could be managed by the ―invisible hand‖3 of the market. In other words, instead of public police, it relied upon private gatekeepers. A legal framework including legislation, rules and court decisions supported this system. This legal structure depended upon corporate managers, counterparties, ―sophisticated investors‖ and the...
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...SEC 意见信与财务造假 — — — 基于中概股危机的实证分析 张 然 陈 思 （ 北京大学光华管理学院 雷 * 羽 100871） 【摘要】2010 ～ 2011 年，美国卖空机构相继发布研究报告，质疑绿诺科技等在美上市的中概股公司涉嫌财务造 假。其质疑随后被证实，多家中概股公司股价暴跌，最终停牌或退市。据 Bloomberg 报道，此次做空机构识别财 务造假的重要信息来源竟然是此前未曾引起投资者关注的美国证监会 （ SEC） 公开披露的公司公告意见信。本 文以中概股危机为背景，研究 SEC 意见信对于财务造假的预测作用。研究发现： 相较于没有收到 SEC 意见信的 企业，收到意见信的企业更有可能成为问题公司。SEC 意见信提出的问题数量越多，解决难度越大，企业越有 可能成为问题公司。本文的研究对于帮助投资者理解如何解读 SEC 意见信，识别财务造假有重要意义，也为 SEC 制定合理的意见信披露制度提供政策性建议。 【关键词】 SEC 意见信 财务披露 财务造假 反向并购 一、引言 要监管机构。为了保证上市公司向投资者提供的信息真实 ” 自 2010 年起，美国的 “浑水 “香橼” 等做空机构相 继对在美 上 市 的 中 国 公 司 发 起 攻 击，质 疑 “绿 诺 科 技” 有用，符合证券法等法律法规，SEC 会审核上市公司提交 的文件 （ 如季报，年报，证券注册申请等） ，对其信息披 “东南融通” 等公司涉嫌财务造假，被做空的公司股价暴 露的恰当性，完整性以及合规性予以评估，并通过意见信 （ comment letter） 将发现的问题向公司进行反馈。意见信中 跌，市值缩 水。美 国 证 券 交 易 委 员 会 （ Securities and Exchange Commission，简称 SEC） 随之介入调查。至 2011 年， 针对财务造假公司的大部分质疑被证实，40 余家在美上市 的中国公司被长期停牌或退市。而据 Bloomberg 报道，此次 的意见涵盖基本信息错漏，重要事项披露不完善，违背会 计准则等多个方面。公司依据问题的具体情况向 SEC 予以 回应。通常，SEC 与公司间会经过多轮交流，直到 SEC 提 做空机构识别财务造假的重要信息来源竟然是一直未被公 众注意的 SEC 公开披露的公司公告意见信。报道中提到： 出的问题被全部解决，审核过程宣告结束。在全部审核过 程完成以后的 45 天 （ 2012 年后改为 20 天） ，SEC 会将意 “美国做空机构浑水公司的分析师报告引发了中概股 见信及回复公开披露在其网站上，供投资者查看。SEC 希 近 70 亿美元的损失，而在其进行研究发现做空机会时用到 望通过意见信，帮助公司及时发现财务披露上的不足，提 的一项秘密武器正是美国证券交易委员会的公开网站。浑 水公司的高管表示，网站上所披露的 SEC 向公司高管发出 高信息披露质量； 同时为投资者评估企业价值，制定合理 的投资决策提供参考。 的意见信，包含了企业信息披露准确性和合规性的重要信 然而，无论是在实务界还是在学术界，意见信都尚未 息。然而由于意见信并非即时公布，其尚未引起投资者的 ” 足够关注。 （ Bloomberg，2013） ① 得到足够的关注。在学术界，虽然对于企业信息披露的研 ...
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...accounting fraud and auditor legal liability c a S eS inc lu de d in t hiS Se ction 4 89 99 4.1 Enron Corporation and Andersen, LLP Analyzing the Fall of Two Giants . . . . . . . . . . . 4.2 Comptronix Corporation 4.3 Cendant Corporation . . . . . . . . . . . . . . . . . . . . . . Identifying Inherent Risk and Control Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . 111 119 127 137 Assessing the Control Environment and Evaluating Risk of Financial Statement Fraud . . . . . . . . . . . . . . . . . . . . . . 4.4 Waste Management, Inc. 4.5 Xerox Corporation 4.6 Phar-Mor, Inc. Manipulating Accounting Estimates . . . . . . . . . . . . . . . . . . . . . . . . . . Evaluating Risk of Financial Statement Fraud . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Accounting Fraud, Litigation, and Auditor Liability instructor resource Manual — do not coPy or redistribute instructor resource Manual — do not coPy or redistribute enron corporation and andersen, llP analyzing the fall of two giants inS tr uc t ional o b je c t ive S [1] c a s e 4.1 Mark S. Beasley · Frank A. Buckless · Steven M. Glover · Douglas F. Prawitt [2] [3] To help students understand what happened at Enron Corporation and how Andersen’s involvement with Enron led to the accounting firm’s downfall. To enhance students’ appreciation of the importance of understanding an audit client’s core business strategies. To develop students’...
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...ScienceDirect Journal of Accounting and Economics journal homepage: www.elsevier.com/locate/jae Understanding earnings quality: A review of the proxies, their determinants and their consequences$ Patricia Dechow a, Weili Ge b, Catherine Schrand c,n a b c University of California, Berkeley, CA 94720, United States University of Washington, Seattle, WA 98195, United States University of Pennsylvania, Philadelphia, PA 19104, United States a r t i c l e i n f o abstract Available online 4 November 2010 Researchers have used various measures as indications of ‘‘earnings quality’’ including persistence, accruals, smoothness, timeliness, loss avoidance, investor responsiveness, and external indicators such as restatements and SEC enforcement releases. For each measure, we discuss causes of variation in the measure as well as consequences. We reach no single conclusion on what earnings quality is because ‘‘quality’’ is contingent on the decision context. We also point out that the ‘‘quality’’ of earnings is a function of the firm’s fundamental performance. The contribution of a firm’s fundamental performance to its earnings quality is suggested as one area for future work. & 2010 Elsevier B.V. All rights reserved. JEL classification: G31 M40 M41 Keywords: Earnings quality Earnings management Review Survey 1. Introduction Statement of Financial Accounting Concepts No. 1 (SFAC No. 1) states that ‘‘Financial reporting should provide information about...
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...Disclaimer This PDF is a section of the Unilever Annual Report & Accounts and Form 20-F 2003 provided to Unilever's shareholders. It does not contain sufficient information to allow a full understanding of the results of the Unilever Group and the state of affairs of Unilever N.V., Unilever PLC or the Unilever Group. For further information the Unilever Annual Report & Accounts and Form 20-F 2003 should be consulted. Certain sections of the Unilever Annual Report & Accounts and Form 20-F 2003 have been audited. Sections that have been audited are set out on pages 73 to 125, 131 to 147 and 149 to 150. The auditable part of the Directors' Remuneration report as set out on page 68 has also been audited. The maintenance and integrity of the Unilever website is the responsibility of the Directors; the work carried out by the auditors does not involve consideration of these matters. Accordingly, the auditors accept no responsibility for any changes that may have occurred to the financial statements since they were initially placed on the website. Legislation in the United Kingdom and the Netherlands governing the preparation and dissemination of financial statements may differ from legislation in other jurisdictions. Disclaimer Except where you are a shareholder, this material is provided for information purposes only and is not, in particular, intended to confer any legal rights on you. The Annual Report & Accounts and Form 20-F does not constitute an invitation to invest in Unilever...
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...Eastman Kodak Company 2010 Annual Report on Form 10-K and Notice of 2011 Annual Meeting and Proxy Statement SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K X Annual report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the year ended December 31, 2010 or Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from Commission File Number 1-87 to EASTMAN KODAK COMPANY (Exact name of registrant as specified in its charter) NEW JERSEY (State of incorporation) 343 STATE STREET, ROCHESTER, NEW YORK (Address of principal executive offices) Registrant’s telephone number, including area code: __________________________ Securities registered pursuant to Section 12(b) of the Act: Title of each Class Common Stock, $2.50 par value Securities registered pursuant to Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes [X] No [ ] Name of each exchange on which registered New York Stock Exchange 16-0417150 (IRS Employer Identification No.) 14650 (Zip Code) 585-724-4000 Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes [ ] No [X] Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding...
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...innovative large company in America in Fortune magazine’s survey of Most Admired Companies. Yet within a year, Enron’s image was in tatters and its stock price had plummeted nearly to zero. Exhibit 1 lists some of the critical events for Enron between August and December 2001—a saga of document shredding, restatements of earnings, regulatory investigations, a failed merger and the company filing for bankruptcy. We will assess how governance and incentive problems contributed to Enron’s rise and fall. A well-functioning capital market creates appropriate linkages of information, incentives and governance between managers and investors. This process is supposed to be carried out through a network of intermediaries that include professional investors such as banks, mutual funds, insurance and venture capital firms; information analyzers such as financial analysts and ratings agencies; assurance professionals such as external auditors; and internal governance agents such as corporate boards. These parties, who are themselves subject to incentive and governance problems, are regulated by a variety of institutions: the Securities and...
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...2014 ANNUAL REPORT AND PROXY STATEMENT Chipot le Mexican Grill, Inc. 1 401Wynkoop Street, Suite 500 en er, 0 0 arch , 01 5 DEAR FELLOW SHAREHOLDERS: When we set as our mission to change the way people think about and eat fast food, we knew it was a big and dif cult, but ery important, goal n establishing this mission for hipotle, we belie ed that we had a food culture and a people culture that would allow us to create a new fast food model, and unit economics that would enable us to do this in a way that was pro table and that would pro ide outstanding returns to our shareholders hroughout , we ha e seen increasing e idence that our ision is becoming reality idence of hipotle s continued leadership and in uence comes in many forms, from our ongoing uest to make the ery best tasting food we can made with the ery best ingredients and prepared using classical cooking techni ues to the strengthening of our people culture, strengthening of consumer trends that support our business model, our in uence on the category and our performance relati e to the industry as a whole uring the year, in our pursuit for better ingredients we ser ed more esponsibly aised® meat (from animals raised in more humane ways and without the use of antibiotics or added hormones) than any other restaurant company We continued to use dairy products made with milk from pastured dairy cattle We remain committed to our program of using local and organically grown produce whene er possible nd we continued to make...
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...Annual Report 2012 2012 YEAR ENDED SEPTEMBER 2, 2012 THE COMPANY Costco Wholesale Corporation and its subsidiaries (Costco or the Company) began operations in 1983 in Seattle, Washington. In October 1993, Costco merged with The Price Company, which had pioneered the membership warehouse concept, to form Price/Costco, Inc., a Delaware corporation. In January 1997, after the spin-off of most of its non-warehouse assets to Price Enterprises, Inc., the Company changed its name to Costco Companies, Inc. On August 30, 1999, the Company reincorporated from Delaware to Washington and changed its name to Costco Wholesale Corporation, which trades on the NASDAQ Global Select Market under the symbol “COST”. As of December 2012, the Company operated a chain of 622 warehouses in 41 states and Puerto Rico (448 locations), nine Canadian provinces (85 locations), Mexico (32 locations), the United Kingdom (23 locations), Japan (13 locations), Korea (nine locations), Taiwan (nine locations, through a 55%-owned subsidiary) and Australia (three locations). The Company also operates Costco Online, electronic commerce web sites, at www.costco.com (U.S.), www.costco.ca (Canada), and www.costco.co.uk (United Kingdom). CONTENTS Financial Highlights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . Letter to Shareholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ...
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...most innovative large company in America in Fortune magazine’s survey of Most Admired Companies. Yet within a year, Enron’s image was in tatters and its stock price had plummeted nearly to zero. Exhibit 1 lists some of the critical events for Enron between August and December 2001—a saga of document shredding, restatements of earnings, regulatory investigations, a failed merger and the company ling for bankruptcy. We will assess how governance and incentive problems contributed to Enron’s rise and fall. A well-functioning capital market creates appropriate linkages of information, incentives and governance between managers and investors. This process is supposed to be carried out through a network of intermediaries that include professional investors such as banks, mutual funds, insurance and venture capital rms; information analyzers such as nancial analysts and ratings agencies; assurance professionals such as external auditors; and internal governance agents such as corporate boards. These parties, who are themselves subject to incentive and governance problems, are regulated by a variety of institutions: the Securities and...
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...Annual Report and Form 20-F 2013 bp.com/annualreport Building a stronger, safer BP Who we are BP is one of the world’s leading integrated oil and gas companies.a We aim to create long-term value for shareholders by helping to meet growing demand for energy in a safe and responsible way. We strive to be a world-class operator, a responsible corporate citizen and a good employer. Through our work we provide customers with fuel for transportation, energy for heat and light, lubricants to keep engines moving and the petrochemicals products used to make everyday items as diverse as paints, clothes and packaging. Our projects and operations help to generate employment, investment and tax revenues in countries and communities around the world. We employ more than 80,000 people, mostly in Europe and the US. As a global group, our interests and activities are held or operated through subsidiaries, branches, joint arrangements or associates established in – and subject to the laws and regulations of – many different jurisdictions. The UK is a centre for trading, legal, finance, research and technology and other business functions. We have well-established operations in Europe, the US, Canada, Russia, South America, Australasia, Asia and parts of Africa. a On the basis of market capitalization, proved reserves and production. Annual Report and Form 20-F 2013 bp.com/annualreport Front cover imagery Our second BP-operated development in Angola consists of four oil fields – Plutão, Saturno...
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