用内部控制的披露作为一种代理机制【外文翻译】.doc

外文翻译
原文:
Disclosure on Internal Control Systems as a Substitute of Alternative Governance Mechanisms
According to corporate governance literature, the main internal monitoring mechanisms are the board of directors, the ownership structure of the firm, and the internal control system (Gillan, 2006). In particular, ICSs play a central role in the protection of investors’ interests both assuring the reliability of financial reporting and promoting the timely identification, assessment and management of relevant risks that encumber upon the business. The centrality of ICS in corporate governance has been widely recognized by the vast majority of codes of best practice.
In order to express their concerns and price their claims, investors need to get information on the design and functioning of monitoring mechanisms. In the cases of mechanisms like the ownership structure and the board of directors, information concerning structure position, type position mittees in place, number of meetings and so on, is publicly available. In some other cases, the enforcement of reporting on ICS weaknesses or material deficiencies – like those required by the SOX - provide investors with relevant information about possible gaps in the functioning of the ICS (Leone, 2007).
Nevertheless, specific information on the characteristics of the ICS is indeed more difficult and expensive to gather because ICSs plex sets of activities and processes carried out internally to the firm (Deumes and Knechel, 2008; Bronson et al., 2006). Indeed, while corporate governance best practices require to disclose information on the ICS, they do not provide instruction on the narrative contents of ICS disclosure. Therefore, investors are unlikely to be informed about the nature, extent, processes and quality of internal controls, unless disclosure on the characteristics of the ICS is provided by the management. The content and extent of such disclosure will depend on the existing monitoring package (Leftwi