企业内部控制制度英文文献和翻译(2)
It is reasonable to expect that such implications will materialise (at least partially) in Italy as a consequence of Law 262/05 coming into force. This statement finds support from some contributions in the Italian literature (Malaguzzi 2007; Cortesi and Tettamanzi 2007). With regard to the internal organisation of listed companies, the major change introduced by this law (Sections 14 and 15) is the appointment of the “executive” in charge of issuing the company financial reporting. Authority (i.e. decision autonomy) must be given to the aforementioned executive, in order to let him/her provide the company with accounting and administration procedures designed to assure the organisation a structure/system of producing reliable economic and financial information and data. Proper planning, management and monitoring of the whole company’s IC system are required in order to develop effective procedures and to limit the risks of false communication.
Listed companies are also required to publish, according to CONSOB (National Commission for Companies and Stock Exchange) instructions, a statement of adherence to the national Codes of Conduct.
The prescribed regulation base was also strengthened by the possibility of aggravated penalties and administrative sanctions (Section 30, Law 262/05).
It is expected that all the prescribed changes will exert influence especially through IA, in setting up a proper information flow focusing on risk management and internal control.
In Italy the IA function is not regulated by the law and there is some overlap between independent bodies (not only IA) and people involved in the auditing activity with different roles that are still in place, even following the Company Law Reform, thus representing an important issue to be reviewed.1
2. The Italian institutional context
The Reform of the Italian Civil Code(2003) changed the characteristics of corporate governance, in terms of both formal and substantial aspects. Before the Reform, Italy was characterised by a highly inefficient control system and a totally inadequate institutional structure. Faced with a growing stock market, as well as with increasing corporate size and complexity, coupled with stakeholders’involvement, in 1974 the first Reform of the Italian Civil Code was approved, which introduced the requirement for an External Financial Audit. In 1998, the socalled “Legge Draghi” attributed Financial Audit in listed companies to auditing companies, leaving the Statutory Committee uninvolved.
A separation was created between ”Financial Audit” and ”Administrative Audit”as follows:
1) Financial Audit was defined as the Auditing activity focused on the correctness of bookkeeping entries, as well as of the documents concerning the reporting of management operations.
2) Administrative Audit requires paying attention to the existing laws, to corporate by-laws and to the principles of correct management; furthermore, the adequacy of organisational, administrative and accounting structures adopted by the company, as well as its actual way of operating, have to be verified.
The “Draghi Law” has also increased the qualitative standard of the members of the Statutory Committee; it gives the minorities the right to choose one member of the Statutory Committee and it gives the Statutory Committee the power to report to the Court any serious irregularities performed by management.
Finally, the most recent Reform of the Italian Civil Code, applied since January 1st, 2004, has assigned an External Auditor (or to an External Auditing Company)—both for listed and non-listed companies—to all the Financial Auditing activities, which were formerly performed by the Statutory Committee (the only exception is for those companies that do not have diffused shares in the capital market, and which are not obliged to prepare a consolidated financial statement; in such cases it is possible to delegate all Financial Auditing activities to the Statutory Committee).
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