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    Board responsibility for internalcontrol and risk management

    by

    Kiattisak JelatianranatChairman, The Institute of Internal Auditors of ThailandDirector, PricewaterhouseCoopers

    Kiattisak Jelatianranat 31 May 2000

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    pwc

    2nd Asian Roundtable on Corporate Governance

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    Responsibility VS Accountability

    Responsibility What, and Who will do ?

    Accountability How, and For whom ?

    . Both need independence and objectivity

    Kiattisak Jelatianranat

    pwc2

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    Balanced Scorecard in Corporate Governance

    pwc

    Financial & non-financial information.

    Equitable Treatment of stakeholders.

    Combination of Lagging and Leading Information.

    Alignment of short-term objectives

    Kiattisak Jelatianranat

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    Balanced Responsibility legal & moral

    pwc

    Create strategic vision

    Select CEO & Senior management

    Establish strategic, accountable information

    Independent, objective and competent oversight of day-to-day

    operations

    Board core responsibilities.

    Kiattisak Jelatianranat

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    Board Effectiveness

    pwc

    Corporate governance framework

    Risk management system

    Internal control system

    Auditing

    x Board initiative & Ownership of :

    x Selection of CEO & senior managementx Oversight of CEO & senior management to establish

    Accounting system

    MIS

    Compliance program

    Operating systems

    Kiattisak Jelatianranat

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    Why corporate governance matters ?

    pwc

    Effective governance, and Proper communication with your stakeholders

    Sustainable

    Growth

    PleasantWorking

    Environment

    Spirit

    Kiattisak Jelatianranat

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    Searching for the upside of risk management

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    Value Chain VS Risk

    Opportunity

    Uncertainty

    HarzardRisk is any issue which could impact

    your ability to meet your objectives

    base-line

    EnhancementPreservationPrevention

    Kiattisak Jelatianranat

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    Risk ..

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    Risk Assessment- Identify

    - Measure

    - Prioritize

    Risk Management- Assess adequacy of existing controls

    - Develop a control improvement plan

    - Create a continuous program for objectives, risk and control

    assessment

    Kiattisak Jelatianranat

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    Risk Management Action Options

    pwc

    Kiattisak Jelatianranat

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    Options

    Fix ControlsRe-Engineer Process

    TrainingsTransfer Risk (Insurance)

    Outsource the FunctionDo nothing-Bet

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    Well-controlled Organizations

    pwc

    Key attributes of a well-controlled organization include :# 1. Leadership of Board

    # 2. Translation of strategic vision to day-to-day management

    # 3. Communication of objectives & values to all levels

    # 4. Individual accountability

    # 5. Risk management system

    # 6. Human resources reinforcement

    # 7. Independent, objective and competent oversight

    Kiattisak Jelatianranat

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    Risk & Control : The twin systems

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    Define strategic risk

    Articulate risk philosophy

    Define values and behavioral expectations

    Assess risk

    Manage risk

    Assess existing controls

    Select control model

    Continuous communication

    Continuous program for ORC

    Develop a control improvement plan

    Operations are dynamic and evolving...Alignment

    Control

    Risk

    Objective

    Kiattisak Jelatianranat

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    Complexity of Value chain..

    pwc

    A board must have the capability to respond to and

    manage changes.

    Risk Management and Business Control are the

    first thing for any board consideration.

    Kiattisak Jelatianranat

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    Internal Control Learned in Real World

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    Focus on Soft Control in assessing all of COSOs

    Five Components and Three Objectives.

    Soft Controls are subjective in nature, thus self-assessment is

    crucial for success.

    Implementation as an integral cultural change.

    Internal Control training is a must.

    Tailor practices to an organization to assure the surpassing

    expected benefits from the implementation.

    Kiattisak Jelatianranat

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    COSOs Internal Control Definition

    pwc

    is a process, effected by an entitys people(board of directors,

    management, and other personnel), designed to provide

    reasonable assuranceregarding the achievement ofobjectivesin

    the following categories :

    Effectiveness and efficiency of operations

    Reliability of financial reporting

    Compliance with applicable laws and regulations

    Kiattisak Jelatianranat

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    Control Reality

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    Focus on people and process, not merely policy manuals

    and forms

    Require dynamic and interactive evaluation techniques.

    Verifying compliance with policies and procedures is

    not sufficient

    Kiattisak Jelatianranat

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    Five Components of COSOs Control Framework

    pwc

    Kiattisak Jelatianranat

    Control Environment : The Foundation on which

    everything rests. Risk Assessment : Aware of and deal with the risks it

    faces. Control Activities : Actions identified by management

    as necessary to address risks to

    achievement of objectives. Information & Communication : People to capture and exchange the

    information needed to conduct, manage

    and control operations.

    Monitoring : React dynamically, changing as

    condition warrant.

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    From Backroom To Board Room

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    Kiattisak Jelatianranat

    Organizations in the 21st Century must move internal controlissues from their Backroom (Operating Level) to Board

    Room (the strategic level)

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    Internal Audit Paradigm Shift

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    Kiattisak Jelatianranat

    Today internal auditors are management partnersand

    consultantsto add values to the organization.. No longer as a watch dog or a policeman

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    Internal Auditing Definition

    pwc

    Kiattisak Jelatianranat

    1999 Definition : Internal auditing is an independent, objective assurance and consulting activity

    designed to add valueand improve an organizations operations. It helps an

    organization accomplish its objectives by bringing a systematic, disciplined

    approach to evaluate and improve the effectiveness of risk management, control

    and governance processes.

    Traditional Definition :Internal auditing is an independent appraisal function established within an

    organization to examine and evaluate its objectives as a service to the

    organization. The objective of internal auditing is to assist members of the

    organization in the effective discharge of their responsibilities. To this end,

    internal auditing furnishes them with analyses, appraisals, recommendations,

    counsel, and information concerning the activities reviewed. The audit objectiveincludes promoting effective control at reasonable cost.

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    There is no alternative

    pwc

    Kiattisak Jelatianranat

    Toward the new millennium environment :

    Board of Directors and senior management have noalternative not to be the leadership and ownership of systems

    of risk management and internal control

    31 May 2000 2nd Asian Roundtable on Corporate Governance