12 August INTERNAL AUDITORS PLAY AN IMPORTANT ROLE IN STRENGTHENING THE GOVERNANCE OF AN ORGANISATION (2020-08-12) August 12, 2020 Corporate Governance Framework®, General, Governance Framework, Internal Audit, Risk, Stakeholders Corporate Governance Framework®, internal auditors, governance framework, GRC, CGF, stakeholders, assurance By Glen Talbot(CA) SA and Terrance Booysen and peer reviewed by Jené Palmer CA(SA) People who occupy positions of authority include not only executive and non-executive directors of the board, but also managers who have the means of influencing or causing material changes in the organisation. The latter, according to the South African Companies Act of 2008, are known as ‘prescribed officers’ and together with the organisation’s directors and internal auditors, can all be held liable for not ensuring that the interests of the organisation are being adequately served and protected. It is therefore concerning that when the board or internal auditors are asked to comment on whether the organisation has a governance framework in place and to describe how this system serves the organisation, the answers are as numerous and varied as the number of individuals being asked. Perceptions of what constitutes a governance framework vary across organisations and generally include -- as examples -- the organisation’s organogram, or the organisation’s delegations of authority, and most often the organisation’s obligations to a code of governance, generally under the custodianship of its Company Secretariat or legal department. Rarely does it include a response where the board -- including the executive and internal audit -- describe their governance framework as a daily control system for keeping their finger on the pulse of the organisation to mitigate unwanted risks across all the dimensions of the business. Not only is there a limited and narrow view of what GRC (governance, risk and compliance) matters should be tracked to ensure the organisation is being protected from harm, these groups of people, including the organisation’s prescribed officers, all appear to function with a different perspective of GRC, and its relevance to a governance framework. They tend to lack a common GRC understanding and even a common GRC language which in turn leads to misaligned expectations, often resulting in unintended consequences. Rather bizarrely, the governance framework which is meant to create common ground and provide assurance that proper systems and controls are in place at all levels within the organisation, is most often missing. Given the countless failures of governance in organsations across the world, it begs the question regarding the current role of internal audit and their purpose in the organisation’s risk management and related processes. If there is no GRC consensus across the people in positions of authority, nor proper (effective and efficient) systems and controls in place, it stands to reason that the primary functions of internal audit have not had the desired effect. Moreover, internal auditors have tended to be narrowly focused on value preservation with a strict ‘control-mindset’, and arguably have not fulfilled their role -- whilst remaining objective in their functions --to act as contributors toward value creation within the business. Internal auditors are increasingly being expected to broaden their strict ‘compliance role’ and to also focus on other governance elements. Studies performed by the auditing profession support the view that the board, senior organisational leaders, regulators and key outside stakeholders now expect internal auditors to play a more meaningful role in matters such as strategic planning, raising capital, mergers and acquisitions, as well as operational growth initiatives. In a PwC survey conducted globally amongst 1,600 Chief Audit Executives (CAEs) and their key stakeholders, fifty-four (54) percent of the stakeholders believe internal audit has increased their value, this being an improvement upon previous years. Interestingly however, sixty-two (62) percent of stakeholders still expect more value from their internal auditors. “Traditionally, internal audit has been reactionary, but that approach is changing. Our value to an organization depends on furthering this change in course.” Richard F. Chambers, CIA, QIAL, CGAP, CCSA, CRMA, Global President and Chief Executive Officer of the Institute of Internal Auditors (2014) Since the writing of the last two King Reports on Corporate Governance in South Africa, produced in 2009 (King III™) and 2016 (King IV™), these codes have received significant attention locally and abroad and have also been referenced in case law in some jurisdictions. Both codes make reference to the importance for organisations to implement a governance framework as a GRC mechanism to assist the organisational leaders to direct and control their businesses. Considering the broad scope of a robust Corporate Governance Framework®, this presents a perfect opportunity for internal auditors to expand their remit to meet expectations to deliver more value. There is much debate about how the role of internal audit should change so as to underpin confidence in an organisation’s financial and non-financial information. Expectedly, the role should evolve to include the implementation, management and monitoring of an organisation’s Corporate Governance Framework®. The internal audit function should test the veracity of the organisation’s GRC reporting by scrutinising and assessing corroborating evidence. In this way, internal audit will be able to strengthen the organisation’s combined assurance processes and provide greater comfort to the organisation’s stakeholders regarding the validity of management’s GRC health claims. Having experienced the business impacts of Covid-19, the world has largely agreed that business is no longer “business as usual”, and the role of internal audit will probably never be the same again. The typical reactive approach to risk management will need to evolve into a proactive approach, where internal auditors understand their value within the broader combined assurance model. The required skill sets for internal audit and the CAE will need to evolve rapidly to include a greater understanding of the business drivers, business volatility and the impacts of current decisions on future prospects that affect the long-term viability of the organisation. ENDS Words: 896 For further information contact: Glen Talbot (CGF Lead Independent Consultant) - Cell: 082 545 4425 / E-mail: firstname.lastname@example.org Terrance Booysen (CGF: Chief Executive Officer) - Cell: 082 373 2249 / E-mail: email@example.com Jené Palmer (Lead Independent Consultant) - Cell: 082 903 6757 / E-mail: firstname.lastname@example.org CGF Research Institute (Pty) Ltd - Tel: +27 (0)11 476 8264 / Web: www.cgfresearch.co.za Follow CGF on Twitter: @CGFResearch Click below to read more... Attached Files 20200812-Internal-auditors-play-an-important-role-in-strengthening-the-governance-of-an-organisation.pdf 262.25 KB Related Articles TANGIBLE BENEFITS OF A CORPORATE GOVERNANCE FRAMEWORK® Article by Jene’ Palmer Forward-thinking organisations have realised that corporate governance does not merely fall into the portfolio of the Company Secretary. Indeed, the draft King IV Report on Corporate Governance for South Africa 2016 (‘King IV’), describes corporate governance as “the exercise of ethical and effective leadership by the governing body” of an organisation. Why then is corporate governance still viewed by many organisations as a process which increases bureaucracy and drives a ‘tick box’ exercise? Perhaps the explanation lies in not understanding and appreciating the value which can be unlocked by implementing a purpose-built Corporate Governance Framework® which is tailored to the organisation. Empirical research supports the fact that good corporate governance translates into tangible and sustainable benefits for the organisation. Some of these benefits are set out below. THE COMPANY SECRETARY: FROM COMPANY ADMINISTRATOR TO GOVERNANCE LEADER (2018-06-19) The role of a company secretary is broad and onerous to say the least and, if this post is not occupied by a competent person who has the appropriate knowledge and skills; the consequences can be the cause of significant organisational friction. The requirements and reporting lines of the position -- by their very nature -- give rise to potential conflict situations, and it is for this reason in particular, that the person appointed to the position must have the necessary maturity, experience and independence to properly carry out their duties and responsibilities, while being objective, impartial and independent. SUSTAINABILITY DEPENDS ON A STRONG GOVERNANCE FRAMEWORK Article by Terrance M. Booysen Corporate governance is one of the key elements many investors consider when they reflect upon the organisation’s success, as well as when deciding upon their investment choices. But when the organisation’s governance system shows signs of stress or failure, not only do astute investors understand the unsettling impact it has upon the organsation’s supply chain, they also become wary about its sustainability which may give rise to them re-considering to ‘weather the storm’ or ‘bail out’ so to speak. Over the years so much has been written about failures of corporate governance within organisations, including the financial, social and political consequences which are typically found in its trail. Yet in spite of numerous regulation to improve the overall conduct of organisations, including the various King Codes of Corporate Governance written in South Africa, even more organisations are becoming affected by poor governance. INVIGORATING THE INTERNAL AUDIT PROFESSION THROUGH ROBUST GOVERNANCE AND CONTROLS (2020-08-18) The recent public censure and financial penalties imposed by the JSE Limited on Tongaat Hulett Ltd and EOH Ltd for non-compliance with the JSE Listing Requirements, again brings the effectiveness of the internal audit profession (and indeed external audit) into question. Is internal audit adding value? The question is relevant to both the public and private sector where examples of financial misstatement and the circumvention of internal procurement policies and procedures are increasingly being uncovered. In these circumstances, questions need to be asked about the future role and stakeholder expectations of internal audit. WHY ALL ORGANISATIONS SHOULD PUBLISH A MEANINGFUL INTEGRATED REPORT (2018-03-26) Most modern, well-governed organisations are acutely aware of the need for their businesses to be run in an ethical and socially-conscious manner and for this ethos to be communicated to their stakeholders. This being the case, it is well documented that the influential set of so-called Millennials -- unlike their older generational ‘Baby Boomers’ and Xennials -- actively support organisations whose tenets are based upon transparency, including the preservation of society and the environment. BOARDS THAT CREATE VALUE: CORPORATE GOVERNANCE FRAMEWORK® By Jene’ Palmer and reviewed by Terrance M. Booysen It has been painful to watch the likes of Lance Armstrong, Mike Tyson and Hansie Cronje sabotage their futures through poor decision-making. Similarly, many organisations and their boards have failed to demonstrate strong and responsible leadership qualities to motivate and drive their organisations to success. Awareness, decisiveness and accountability are some of the business leadership qualities required to achieve remarkable performances. The ‘buck’ stops with the board of directors and it is the board of directors who are ultimately held accountable for the success of the organisation. However, with the business landscape changing at an accelerating rate, risk management and decisive decision-making are becoming more challenging and business failures more prominent. A recent Harvard Business Review reports the failure rate for mergers and acquisitions to be between 70% and 90%. According to the United States Small Business Administration, only 44% of new businesses are still in existence after four years. Against this backdrop, how does a board create a sustainable organisation in what are clearly turbulent times? 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