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Internal Control of Listed Companies in the analysis of information disclosure

Author: DongZhongChao From: www.yourpaper.net Posted: 2009-04-28 04:09:17 Read:
[Abstract] In this paper, domestic listed companies in Henan Province as the research object, the disclosure of the current situation and existing problems were studied in its internal control relevant information, to provide a reference for management decision-making and listed companies to improve their own internal control construction. This article is divided into two parts, first disclosed on the Exchange's website listed company internal control relevant information from three aspects are analyzed in detail, and cited examples of individual companies; Secondly, listed companies in Henan Province, internal control information disclosure made a number of recommendations.
[Key words] internal controls; disclosure of information; listed companies

, Henan Province listed companies internal control disclosure of information
The website of the China Securities Regulatory Commission, as of July 31, 2007, Henan Province, a total of 34 domestic listed companies, 20 of which are listed on the Shanghai Stock Exchange, Shenzhen Stock Exchange listed on the main board of 10 small plates listed four.
(A) the overall situation of internal control disclosure
Internal control of listed companies to disclose relevant information scattered Annual Report, corporate governance self-examination and rectification of reports and special reports, articles of association and other documents. Included in the annual report on internal control description of the construction and operation conditions, the internal control self-assessment report and intermediary structure of the self-evaluation report of the audit opinion. The articles of association are mainly related to the content of the elements of the control environment of the company's organizational structure is set, the distribution of rights and responsibilities. Other related systems, including corporate governance and management systems to specific business issues. Shareholders' meeting, the Board, the rules of procedure of the Board of Supervisors, the cumulative voting system, the rules of the election of directors, the Audit Committee under the Board of Directors Committee of corporate governance implementation details of the independent director, general manager, Secretary of the Board of Association, the controlling shareholder of the rules of conduct, governance Outline , the internal audit system and so on. Specific business issues management system, internal control system, information disclosure, major internal reporting, delegation of authority, incentives, related party transactions management, the management of the subsidiaries, foreign investment, investor relations, financial management, external security, to raise funds use, hospitality and promotion of new shares subscription management system specification.
As can be seen from Table 1, Henan Province listed companies internal control disclosure of relevant information is mainly reflected in corporate governance, such as the Articles of Association, the rules of procedure of the board of directors, corporate governance special rectification report, corporate governance, self-inspection report, the Rules of Procedure of the Assembly of shareholders, the Board of Supervisors of procedure rules, Independent Directors, the Audit Committee Working Rules disclosure rates are above 50%, disclosure is the Articles of Association and the Rules of Procedure of the Board of Directors, a total of 31 companies disclosed, but there is still the Central Plains environmental protection, Yunengkonggu Bearing Science & Technology 3 listed companies are not publicly disclosed its charter; stellar technology, ST security Cai, too Dragon Pharmaceutical company did not disclose its Rules of Procedure of the Board of Directors. In addition, the disclosure rate in more than 50% of the Information Disclosure Management System. This should be attributed to the March 2007 carried out by the China Securities Regulatory Commission to strengthen the special corporate governance activities. Other business affairs disclosure of relevant management systems are fragmented, only individual companies made individual disclosure, the disclosure of which is associated transaction management system and external guarantee management approach, 8 and 7, respectively.
Overall, Henan Province, all listed companies are more or less on the internal control system disclosed, the disclosure of the contents of a wider scope, covering 33 aspects, but the main focus on corporate governance; from the disclosure of the number of see, the listed companies to disclose the contents from more to less evenly distributed, which disclosed Zhongyuan Expressway 17 system files.
(B) the understanding of internal control
Listed Companies in the understanding of internal control is not consistent. Listed on the Shenzhen Stock Exchange in the Central Plains environmental protection and Shuanghui Development announced "the internal control system. Internal control is a system, "the Shenzhen Stock Exchange" will be defined as a process, is embedded in the specific course of its business, rather than a specific system. Listed companies to disclose internal control system, will make people feel a little confused: in the end disclosure control program documentation of all business processes, or internal control understanding has become a specialized work, the disclosure of internal control organizational arrangements. Both internal control system, the author carried out a detailed analysis.
Internal control system of the Central Plains environmental protection includes 12 chapters, general principles, internal control bodies and their responsibilities, internal control principles, objectives and elements, the basic requirements of internal control, risk-based internal control, internal control implementation, control of important business activities inspection and disclosure of internal control and by-laws. First of all, I General Provisions Article 1 definition of internal control follows the reference to the Shenzhen Stock Exchange is a process, followed by the third and made a definition, "the company's internal control system is to protect the company's funds, assets security and complete, to ensure that a variety of reliable information, promote the effective implementation of the various business activities of the company, in order to ensure the implementation of the Company's management approach and develop a variety of operational procedures, management practices and control measures general. "and later added, "It is by the company's board of directors, management and all employees to participate in an activity." Clearly, the internal control and internal control system made a different understanding. In the second chapter, "internal control structure", the company established the Internal Control Committee, directly responsible for the work of information disclosure, financial working groups and integrated services, only to the laws of the Audit Committee The audit department. This also shows the difference of understanding of the modern enterprise corporate governance structure; accordance with the provisions of Chapter 154 of the Corporate Governance Guidelines "was published in 2002 by the China Securities Regulatory Commission, the audit committee should review the company's internal control, financial information and its disclosure is responsible. In the text description of the structure behind the chart, the responsibilities of the Audit Committee Corporate Governance Guidelines "instructions. In the system, inspection and evaluation of internal control gives the Board of Directors, internal control management committee has been given the risks that exist in the internal control system management functions; generally believed that the examination and assessment of internal control should It is the responsibility of the internal audit department, risk management should be the bounden duty of all levels of management and internal control management committee in the process of risk identification and risk response of the various business units to provide the necessary help and guidance. The system of internal control target also General and Chapter VII of the different interpretations. Chapters 7 to 11 business internal control, and XII of internal control checks and disclosed almost been restated in accordance with the Shenzhen Stock Exchange listed company internal control guidelines.

Shuanghui the development of the internal control system is almost entirely on the Shenzhen Stock Exchange listed company's internal control guidelines restated.
Above, listed companies there is a big difference in the understanding of the relevant rules of corporate governance, internal control, and released some of the provisions of the Corporate Governance rules are not the match. And the guidance listed companies to establish a policy of building a sound system of internal controls of the unit, the provisions of the guidance - listed company internal control guidelines, it is understanding into specific template. This regard due to our country not previously on the authoritative definition of internal control, this has been resolved; On the other hand, the listed company's internal control guidelines, "" lack of operability and understandability, resulting in the listed companies in understanding when the difference. The fact that these "evasive" superficial understanding of internal control is limited to form, resulting in a waste of information resources, looks as if the listed company attaches great importance to the work of internal control, disclosure of relevant information, information for investors The user does not have any value at all.
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