Co m m it te e o f S p o n s o r in g O rgani z ati o ns o f the Tre adway Co mmi ssi o n

C o m m i t t e e o f S p o n s o r i n g O r g a n i z a t i o n s o f t h e T r e a d w a y C o m m i s s i o n

Inte r n al Co n t ro l I n te g rate d F ra mewo r k

Fra mewo r k

December 2011

Draft for Public Exposure

To submit comments on this Public Exposure Draft, please visit the www.ic.coso.org website. Responses are due by March 31, 2012.

Respondents will be asked to respond to a series of questions. Those questions may be found on-line at www.ic.coso.org and in
a separate document provided at the time of download. Respondents may upload letters through this site. Please do not send
responses by fax.

Written comments on the exposure draft will become part of the public record and will be available on-line until December 31, 2012.
Draft for Public Exposure

2011 All Rights Reserved. No part of this publication may be reproduced, redistributed, transmitted or displayed in any form or by any
means without written permission. For information regarding licensing and reprint permissions please contact the American Institute of
Certified Public Accountants, licensing and permissions agent for COSO copyrighted materials. Direct all inquiries to copyright@aicpa.
org or to AICPA, Attn: Manager, Rights and Permissions, 220 Leigh Farm Rd., Durham, NC 27707. Telephone inquiries may be directed
to 888-777-7707.
 Inte r n al Co n t ro l I n te g rate d F ra mewo r k

C o m m i t t e e o f S p o n s o r i n g O r g a n i z a t i o n s o f t h e T r e a d w a y C o m m i s s i o n

Fra mewo r k

December 2011

Draft for Public Exposure

Co m m it te e o f S p o n s o r in g O rgani z ati o ns o f the Tre adway Co mmi ssi o n

To submit comments on this Public Exposure Draft, please visit the www.ic.coso.org website. Responses are due by March 31, 2012.

Respondents will be asked to respond to a series of questions. Those questions may be found on-line at www.ic.coso.org and in
a separate document provided at the time of download. Respondents may upload letters through this site. Please do not send
responses by fax.

Written comments on the exposure draft will become part of the public record and will be available on-line until December 31, 2012.
 Committee of Sponsoring Organizations of
the Treadway Commission

Board Members Representative

COSO Chair David L. Landsittel

American Accounting Association Mark S. Beasley

Douglas F. Prawitt

American Institute of Certified Public Accountants Charles E. Landes

Financial Executives International Marie N. Hollein

Institute of Management Accountants Jeffrey C. Thomson

Sandra Rictermeyer

Draft for Public Exposure

The Institute of Internal Auditors Richard F. Chambers

PwC
Author

Principal Contributors

Miles E.A. Everson (Project Leader) Partner New York, USA

Cara M. Beston Partner San Jose, USA

Charles E. Harris Partner Florham Park, USA

Stephen E. Soske Partner Boston, USA

J. Aaron Garcia Director San Diego, USA

Catherine I. Jourdan Director Paris, France

Frank J. Martens Director Vancouver, Canada

Jay A. Posklensky Director Florham Park, USA

Sallie Jo Perraglia Manager New York, USA

Advisory Council

Sponsoring Organizations Representatives

Audrey A. Gramling Kennesaw State University Professor

Steven Jameson Community Trust Bank  xecutive Vice President and
E
Chief Internal Audit & Risk
Officer
Steve McNally Campbell Soup  inance Director/Controller -
F
Napoleon Operations
Ray Purcell Pfizer Director of Financial Controls
Bill Schneider, Sr. AT&T Director of Accounting

Members at Large

Draft for Public Exposure

Jim DeLoach Protiviti Managing Director
John Fogarty Deloitte Partner
Trent Gazzaway Grant Thornton Partner
Cees Klumper GAVI Alliance Director of Internal Audit
Thomas Montminy PwC Partner
Al Paulus E&Y Partner
Tom J. Ray KPMG Partner
Ken Vander Wal ISACA President

Regulatory Observers and Other Observers

James Dalkin Government Accountability Director in the Financial

Office Management and Assurance
Team
Harrison E. Greene, Jr. Federal Deposit Insurance Senior Policy Analyst
Corporation
Christian Peo Securities and Exchange Professional Accounting Fellow
Commission
Vincent Tophoff International Federation Senior Technical Manager
of Accountants
Keith Wilson Public Company Deputy Chief Auditor
Accounting Oversight
Board
 Additional PwC Contributors

Joseph Atkinson Partner New York, USA

Glenn Brady Partner St. Louis, USA

Jeffrey Boyle Partner Tokyo, Japan

James Chang Partner Beijing, China

Mark Cohen Partner San Francisco, USA

Andrew Dahle Partner Chicago, USA

Megan Haas Partner Hong Kong, China

Junya Hakoda Partner Tokyo, Japan

Diana Hillier Partner London, England

Steve Hirt Partner Boston, USA

Draft for Public Exposure

Brian Kinman Partner St Louis, USA

Barbara Kipp Partner Boston, USA

Hans Koopmans Partner Singapore

Alan Martin Partner Frankfurt, Germany

Pat McNamee Partner Florham Park, USA

Jonathan Mullins Partner Dallas, USA

Simon Perry Partner London, England

Andrew Reinsel Partner Cincinnati, USA

Kristin Rivera Partner San Francisco, USA

Valerie Wieman Partner Florham Park, USA

Alexander Young Partner Toronto, Canada

David Albright Principal Washington, D.C., USA

Charles Yovino Principal Atlanta, USA

Eric M. Bloesch Managing Director Philadelphia, USA

Sachin Mandal Director Florham Park, USA

Christopher Michaelson Director Minneapolis, USA

Lisa Reshaur Director Seattle, USA

Tracy Walker Director Bangkok, Thailand

Preface
This project was commissioned by COSO, which is dedicated to providing thought lead-
ership through the development of comprehensive frameworks and guidance on internal
control, enterprise risk management, and fraud deterrence designed to improve organi-
zational performance and oversight and to reduce the extent of fraud in organizations.
COSO is a private sector initiative, jointly sponsored and funded by:

American Accounting Association (AAA)

American Institute of Certified Public Accountants (AICPA)

Financial Executives International (FEI)

Institute of Management Accountants (IMA)

The Institute of Internal Auditors (IIA)

Draft for Public Exposure

Draft for Public Exposure
Table of Contents
Foreword...........................................................................................................i

Framework

Definition of Internal Control............................................................................ 1

Overview of Internal Control............................................................................ 5

Components of Internal Control

Control Environment ......................................................................................25

Risk Assessment............................................................................................51

Draft for Public Exposure

Control Activities............................................................................................75

Information and Communication....................................................................91

Monitoring Activities.....................................................................................107

Limitations of Internal Control...................................................................... 119

Roles and Responsibilities...........................................................................123

Appendices...................................................................................................135

A. Glossary ..................................................................................................136

B. S
 ummary of Changes to the 1992 Version of the Internal Control
Integrated Framework..............................................................................140

C. Methodology............................................................................................ 147

D. C
 omparison with COSO Enterprise Risk Management
IntegratedFramework..............................................................................149

E. Acknowledgments ..................................................................................153

Internal Control Integrated Framework December 2011

Draft for Public Exposure
 Foreword
1 In 1992 the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) released its Internal ControlIntegrated Framework (the original framework).
The original framework has gained broad acceptance and is now widely used around
the world. It is recognized as a leading framework for designing, implementing, and
evaluating the effectiveness of internal control.

2 In the nearly twenty years since the inception of the original framework, business and
operating environments have changed dramatically, becoming increasingly complex,
technologically driven and global in scope. At the same time, stakeholders are more
engaged, seeking greater transparency and accountability for the integrity of systems of
internal control that support the business decisions and governance of the organization.

3 COSO believes this framework will enable organizations to effectively and efficiently
develop and maintain systems of internal control that can enhance the likelihood of
achieving the entitys objectives and adapt to changes in the business and operat-
ing environments. COSO is pleased to present this Internal ControlIntegrated

Draft for Public Exposure

Framework(Framework).

4 The experienced reader will find much that is familiar in the Framework, which builds
on what has proven useful in the original version. It retains the core definition of internal
control and the five components of internal control. The broad criteria used to assess
the effectiveness of an internal control system also remain unchanged. This Framework
continues to emphasize the importance of management judgment in the design, appli-
cation, and assessment of effectiveness of a system of internal control.

5 At the same time, the Framework now includes important enhancements designed to
clarify concepts and ease use and application. One of the most significant enhance-
ments is the codification of internal control concepts introduced in the original frame-
work into principles and attributes. These principles and attributes provide clarity for
the user in the design and development of systems of internal control. Principles and
attributes can also be used to support the assessment of the effectiveness of internal
control. Other updates and enhancements to the Framework help the user address
changes in business and operating environments, including:

Expectations for governance oversight.

Globalization of markets and operations.

Changes in business models.

Demands and complexities in laws, rules, regulations, and standards.

Expectations for competencies and accountabilities.

Use of, and reliance on, evolving technologies.

Expectations relating to preventing and detecting corruption.

Internal Control Integrated Framework December 2011 i

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

6 We are pleased to present this Framework in three volumes. The first is an Executive
Summary: a high-level overview intended for the board of directors, chief executive
officer, other senior management, and regulators. The second volume, the Framework,
defines internal control and describes components of internal control including the
underlying principles and attributes. This volume also provides direction for all levels
of management to use in designing, implementing, conducting, and evaluating internal
control. The third volume, Evaluation, provides guidance that may be useful in evaluating
the effectiveness of internal control.

7 In addition, a supplemental guide to be published concurrently with the Framework

focuses the discussion on internal control over external financial reporting, providing
practical approaches and examples supporting the preparation of published financial
statements. COSO may, in the future, issue other guidance to provide additional assis-
tance in applying this Framework. However, neither the guidance on internal control
over external financial reporting nor other future guidance takes precedence over this
Framework.

8 Finally, the COSO Board would like to thank PwC and the Advisory Council for their
contributions in developing the Framework. Their full consideration of input provided

Draft for Public Exposure

by many stakeholders and their attention to detail were instrumental in ensuring that
the core strengths of the 1992 Internal ControlIntegrated Framework were preserved,
clarified, andstrengthened.

ii Internal Control Integrated Framework December 2011

 Definition of Internal Control

Definition of Internal Control

9 The primary purpose of this publication, Internal ControlIntegrated Framework
(Framework) is to help management better control the organization, and provide a board
of directors1 with an added ability to oversee internal control. Implementing a system
of internal control allows management to stay focused on the organizations pursuit
of its operations and financial performance goals, while operating within the confines
of relevant laws and minimizing surprises along the way. Internal control enables an
organization to deal more effectively with changing economic and competitive environ-
ments, leadership, priorities, and evolving business models. It promotes efficiency and
effectiveness of operations, and supports reliable reporting and compliance with laws
and regulations.

10 A secondary purpose of this Framework is to provide clarity on internal control by using

a common definition and integrating various internal control concepts into a framework
that defines the components of internal control. It is designed to assist management
and other interested parties in assessing the effectiveness of an entitys system of inter-
nal control and reporting.

11 Draft for Public Exposure

Understanding Internal Control
Internal control is defined as follows:

Internal control is a process, effected by an entitys board of directors, manage-

ment, and other personnel, designed to provide reasonable assurance regarding
the achievement of objectives in the following categories:

Effectiveness and efficiency of operations.

Reliability of reporting.
Compliance with applicable laws and regulations.

12 This definition emphasizes that internal control is:

A process consisting of ongoing tasks and activities. It is a means to an end,

not an end in itself.

Effected by people. It is not merely about policy manuals, systems, and forms,
but about people at every level of an organization that impact internal control.

Able to provide reasonable assurance, not absolute assurance, to an entitys

senior management and board.

Geared to the achievement of objectives in one or more separate but overlap-

ping categories.

Adaptable to the entity structure.

1 This Framework uses the term board of directors, which encompasses the governing body, including
board, board of trustees, general partners, owner, or supervisory board.

Internal Control Integrated Framework December 2011 1

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

13 This definition of internal control is intentionally broad for two reasons. First, it captures
key concepts fundamental to how companies and other organizations design, imple-
ment, conduct, and evaluate internal control, providing a basis for application across
various types of organizations, industries, and geographic regions. It also provides
flexibility in application, allowing an entity to sustain internal control for an entire entity,
or a subsidiary, division, operating unit, or function relevant for operations, reporting, or
compliance objectives, based on the entitys specific needs or circumstances.

14 Second, the definition accommodates subsets of internal control. Those who want to
may focus separately, for example, on internal control over reporting or controls relat-
ing to complying with laws and regulations. Similarly, a directed focus on controls in
particular units or activities of an entity can be accommodated.

A Process

15 Internal control is not one event or circumstance, but a dynamic and iterative process2
actions that permeate an entitys activities and that are inherent in the way manage-
ment runs the business. Embedded within this process are policies and procedures.

Draft for Public Exposure

These policies reflect managements statement of what should be done. Such state-
ments may be documented, explicitly stated in other management communications, or
implied through managements decisions. Procedures consist of actions that implement
a policy. These policies and procedures exist to effect control.

16 Business processes, which are conducted within or across operating units or func-
tional areas, are managed through the fundamental management activities of planning,
executing, and checking. Internal control is integrated with these processes. Inter-
nal control is most effective when it is embedded in the entitys infrastructure and its
ongoing activities.

17 Building in controls to an existing system, or modifying controls elsewhere in the entity,

directly affects the entitys ability to reach its goals, supports quality business initia-
tives, and has important implications to cost. In contrast, layering on new procedures
to address internal control separate from those that run the business can add costs.
By focusing on existing controls that contribute to the overall system of control, and by
building controls into basic operating activities, an entity often can avoid costs of devel-
oping new procedures.

Effected by People

18 Internal control is effected by the board of directors, management, and other personnel.
It is accomplished by the people of an organization, by what they do and say. People
establish the entitys objectives and put control mechanisms in place.

19 The organization consists of people including the board of directors, senior manage-
ment, and other personnel. Included among the boards oversight responsibilities are
providing advice, counsel, and direction to management, approving certain transactions

2 Although referred to as a process, internal control may be viewed as many processes.

2 Internal Control Integrated Framework December 2011

 Definition of Internal Control

and policies, and monitoring managements activities. Consequently, the board of direc-
tors is an important element of internal control. For example, the board and senior man-
agement establish the tone for the organization concerning the importance of internal
control and expected standards of conduct across the entity.

20 However, people do not always understand, communicate, or perform consistently.

Each individual brings to the workplace a unique background and technical ability,
and each has different needs and priorities. These individual differences can be inher-
ently valuable and beneficial to innovation and productivity, but if not properly aligned
with the entitys objective, they can be counterproductive. Yet, people must know their
responsibilities and limits of authority. Accordingly, a clear and close linkage needs to
exist between peoples duties and the way in which these duties are carried out, and
aligned with the entitys objectives.

Provides Reasonable Assurance

21 An effective system of internal control provides management and the board of directors
with reasonable assurance regarding achievement of an entitys objectives. The term

Draft for Public Exposure

reasonable assurance rather than absolute assurance acknowledges that limitations
exist in all systems of internal control, and that uncertainties and risks may exist, which
no one can confidently predict with precision. Absolute assurance is not possible.

22 Reasonable assurance does not imply that an entity will always achieve its objectives.
The cumulative effect of internal control increases the likelihood of an entity achieving its
objectives. However, the likelihood of achievement is affected by limitations inherent in
all internal control systems, such as human error and the uncertainty inherent in judg-
ment. Additionally, a system of internal control can be circumvented if two or more people
collude. Further, if management is able to override controls, the entire system may fail. In
other words, even an effective system of internal control can experience a failure.

Geared to the Achievement of Objectives

23 The Framework sets forth three categories of objectives, which allow organizations to
focus on separate aspects of internal control:

Operations ObjectivesThese pertain to effectiveness and efficiency of the

entitys operations, including operations and financial performance goals and
safeguarding assets against loss.

Reporting ObjectivesThese pertain to the reliability of reporting. They

include internal and external financial and non-financial reporting.

Compliance ObjectivesThese pertain to adherence to laws and regulations

to which the entity is subject.

24 These distinct but overlapping categoriesa particular objective can fall under more
than one categoryaddress different needs and may be the direct responsibility of
different individuals. The three categories also indicate what can be expected from
internalcontrol.

Internal Control Integrated Framework December 2011 3

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

25 A system of internal control is expected to provide an organization with reasonable

assurance that those objectives relating to the reliability of external reporting and com-
pliance with laws and regulations will be achieved. Achieving those objectives, which
are based largely on laws, rules, or standards established by regulators, recognized
standard setters, and other external parties, depends on how activities within the orga-
nizations control areperformed. Generally, management will have greater discretion
in setting internal reporting objectives which are not driven primarily by such external
parties. However, management may choose to align its internal and external reporting
objectives to allow internal reporting to better support the entitys external reporting.

26 However, achievement of operations objectivessuch as a particular return on invest-

ment, market share, or entry into new product linesis not always within the organiza-
tions control. Internal control cannot prevent bad judgments or decisions, or external
events that can cause a business to fail to achieve operations goals. For these objec-
tives, the internal control system can only provide reasonable assurance that manage-
ment and the board are made aware, in a timely manner, of the extent to which the
entity is moving toward those objectives.

Draft for Public Exposure

Adaptable to the Entity Structure
27 Entities may be structured along various dimensions. The management operating model
may follow product or service lines; reporting may be done for an overall consolidated
entity, division, or operating unit, with geographic markets providing for further sub-
divisions or aggregations of performance. The management model may also rely on
relationships with external parties to support the achievement of objectives.

28 The legal entity structure is typically designed to follow regulatory reporting require-
ments, empower managers at foreign operations, limit business risk, or provide tax
benefits. Often, the organization of legal entities is quite different from the management
structure that is used to run the business.

29 Internal control can be applied, based on managements decision and in the context
of legal or regulatory requirements, to the operating model, legal entity structure, or a
combination ofthese.

4 Internal Control Integrated Framework December 2011

 Overview of Internal Control

Overview of Internal Control

Introduction
30 An organization establishes a mission, sets strategies, establishes the objectives it
wants to achieve, and formulates plans for achieving them. Objectives may be set for
an entity as a whole, or be targeted to specific activities within the entity. Though many
objectives are specific to a particular entity, some are widely shared. For example,
objectives common to most entities are sustaining organizational success, providing
reliable reporting to stakeholders, recruiting and retaining motivated and competent
employees, achieving and maintaining a positive reputation within the business and
consumer communities, and complying with laws and regulations.

31 Supporting the organization in its efforts to achieve its objectives are five components
of internal control:

Control Environment

Draft for Public Exposure

Risk Assessment

Control Activities

Information and Communication

Monitoring Activities

32 These components of internal control are relevant to an entire entity, and to the entity
level, subsidiaries, division, or any of its individual operating units, functions, or other
subsets of the entity.

Relationship of Objectives, Components, and the Entity

33 A direct relationship exists between objectives, which are what an entity strives to
achieve, the components, which represent what is needed to achieve the objectives,
and the operating units, legal entities, and other structures within the entity. The rela-
tionship can be depicted in the form of acube.

The three categories of objectives are

ce

represented by the columns.

ng
s

an
n
tio

rti

pli
po
era

m
Re

Co
Op

The five components are represented

Operating Unit
Function

by the rows.
Control Environment
The organizational structure, which
Entity Level
Division

Risk Assessment
represents the overall entity, divisions,
subsidiaries, operating units, or func-
Control Activities
tions, including business processes
such as sales, purchasing, production, Information & Communication
and marketing and to which internal
control relates, are depicted by the Monitoring Activities
third dimension of thecube.3

3 Throughout this Framework, the term the entity and its subunits refers collectively to the overall entity,
divisions, subsidiaries, operating units, or functions.

Internal Control Integrated Framework December 2011 5

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

34 Each component cuts across and applies to all three categories of objectives. For
example, establishing and executing policies and procedures to ensure that manage-
ment plans, programs, and other directives are carried outrepresenting the control
activities componentis relevant to all three objectives categories.

35 The three categories of objectives are not parts or units of the entity. For instance,
operations objectives relate to the efficiency and effectiveness of operations, not
specific operating units or functions such as sales, marketing, procurement, or
humanresources.

36 Accordingly, when considering the category of objectives related to reporting, for

example, knowledge of a wide array of information about the entitys operations is
needed. In that case, focus is on the middle column of the modelreporting objec-
tivesrather than the operations objectives category.

37 Internal control is a dynamic and iterative process. For example, risk assessment not
only influences the control environment and control activities, but also may highlight a
need to reconsider the entitys information and communication needs, or its monitoring
activities. Thus, internal control is not a linear process where one component affects
only the next. It is a dynamic and iterative process in which almost any component can

Draft for Public Exposure

and will influence another.

38 No two entities will, or should, have the same system of internal control. Entities and
their internal control needs differ dramatically by industry, size, and regulatory envi-
ronment, as well as internal considerations such as the nature of the overall business
model, tolerance for risk, reliance on technology, and competence and number of
personnel. Thus, while all entities need each of the components to maintain control
over their activities, one entitys internal control system usually will look different
fromanothers.

Objectives
39 Management sets entity-level objectives that align with the entitys mission and value
proposition. These high-level objectives reflect managements choice of how the organi-
zation will seek to create, preserve, and realize value for its stakeholders. Such objec-
tives may be based on the entitys unique operations needs, on laws, regulations, and
standards imposed by external parties, or some combination of the two. Setting objec-
tives is a prerequisite to internal control and a key part of the management process
relating to strategic planning. Management needs to understand the overall strategies
set by the organization. As part of internal control, management specifies objectives
that have been set so that risks to the achievement of those objectives can be identified
and assessed.

40 Individuals who are part of the internal control process need to understand the overall
strategies and objectives set by the organization. As part of internal control, manage-
ment specifies objectives that have been set so that risks to the achievement of those
objectives can be identified and assessed. Specifying objectives relates to the articula-
tion of specific, measurable, attainable, relevant, and time-bound objectives. In most
instances, specifying objectives requires some form of codification. However there

6 Internal Control Integrated Framework December 2011

 Overview of Internal Control

may be instances where an entity might not explicitly state an objective. By specifying
objectives in appropriate detail, they can be readily understood by the people who are
working toward achieving them.

Categories of Objectives
41 This Framework groups entity objectives into the three categories of operations, report-
ing, and compliance.

Operations Objectives
42 Operations objectives relate to achievement of an entitys basic missionthe funda-
mental reason for its existence. These objectives vary based on managements choices
relating to structure, industry considerations, and performance of the entity. Entity-level
objectives cascade into related sub-objectives for operations within the divisions, sub-
sidiaries, operating units, and functions, directed at enhancing effectiveness and effi-
ciency in moving the entity toward its ultimate goal. As such, operations objectives may
relate to improving quality (i.e., avoiding waste and rework), reducing costs and produc-
tion time, improving innovation, and improving customer and employee satisfaction.

43
Draft for Public Exposure
Reporting Objectives
Reporting objectives pertain to the preparation of reliable reports. Reporting objectives
may relate to financial or non-financial reporting and to internal or external reporting.
Internal reporting objectives are driven by internal requirements in response to a variety
of potential needs such as the entitys strategic directions, operating plans, and per-
formance metrics at various levels of the entity. External reporting objectives are driven
primarily by regulations and/or standards established by accounting bodies, and other
standard-setting organizations.

External Financial Reporting ObjectivesEntities need to achieve external

financial reporting objectives to meet obligations. Reliable financial state-
ments are a prerequisite to accessing capital markets and may be critical to
the awarding of contracts or to dealing with suppliers. Investors, analysts,
and creditors often rely on an entitys financial statements to assess perfor-
mance against peers and alternative investments. Management reporting on
the effectiveness of internal control over external financial reporting is part of
external non-financial reporting objectives referenced below.

External Non-Financial Reporting ObjectivesManagement may report

external non-financial information in accordance with regulations, standards,
or frameworks, including reporting on internal control and operational pro-
cesses. For example, where management operates in accordance with the
International Organization for Standardization (ISO) standards for quality
management, it may report publicly on its operations. An entity may engage
an independent auditor to review and/or report on its conformance with stan-
dards published by such organizations. The entity typically attains an annual
certification that demonstrates adherence to such a standard.

Internal Control Integrated Framework December 2011 7

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

Internal Financial and Non-Financial Reporting ObjectivesReliable internal

reporting provides management with information needed to manage the orga-
nization. It supports managements decision making and assessment of the
entitys activities and performance. Internal reporting objectives are based on
preferences, judgments, and management style. Internal reporting objectives
vary among entities because different organizations have different strategic
directions, operating plans and expectations.

Relationship within Reporting Category of Objective

44 The overall relationship between the four sub-categories of reporting objectives is

depicted in the graphic below.

Financial/Non Financial Characteristics

External Financial External Non-Financial Used to meet

Reporting Reporting external stakeholder
Annual Financial Internal Control Report and regulatory
Statements requirements
Sustainability Report

Draft for Public Exposure

Interim financial Prepared in accor-
Supply Chain / Custody
statements dance with external
of Assets
standards
Internal/External

Earnings releases
May be required by
regulators, contracts,
agreements

Internal Financial Internal Non-Financial

Reporting Reporting Used in managing
Divisional Financial Staff/Asset utilization the business and
Statements decision making
Customer satisfaction
Cash flow / budget surveys Established by
management and
Bank covenant Key risk indicator
board
calculations dashboards
Board reporting

45 Reporting objectives are separate and distinct from the information and communica-
tion component of internal control. Reporting objectives focus on reliable reporting,
and to achieve this, the organization applies all five components of internal control. For
instance, an organization in preparing an internal non-financial report to the board on
the status of merger integration efforts assigns competent individuals, assesses risks
relating to the understandability, relevance, and usefulness of the report, develops con-
trols to address the reliability of the information being reported, and monitors the overall
system of internal control supporting this non-financial reporting objective. In contrast,
the information and communication component supports the functioning of all compo-
nents of internal control and the achievement of the reporting category of objectives, as
well as operations and compliance objectives. For instance, controls within information
and communication supports the preparation of the above report, helping to provide rel-
evant and quality information underlying the report, but is only part of the overall system
of internalcontrol.

8 Internal Control Integrated Framework December 2011

 Overview of Internal Control

Compliance Objectives
46 Entities must conduct their activities, and often take specific actions, in accordance
with applicable laws and regulations. As part of specifying compliance objectives, the
organization needs to understand which laws and regulations apply across the entity.
Many laws and regulations are generally well known, such as those relating to reporting
on internal control over financial reporting and environmental compliance, but others
may be more obscure, such as those that apply to an entity conducting operations in a
remote foreign territory.

Basis of Objectives Categories

47 Certain objectives are derived from the regulatory environment or industry in which the
business operates. For example:

Some entities submit information to environmental agencies.

Publicly traded companies file information with securities regulators.

Universities report grant expenditures to government agencies.

Draft for Public Exposure

These types of objectives are established largely by law or regulation, and fall into the
category of compliance, external reporting, or in these examples, both.

48 Conversely, operations objectives and internal reporting are based more on prefer-
ences, judgments, and management style. They vary widely among entities simply
because informed and competent people may select different objectives. For example,
for product development, one organization might choose to be an early adopter, another
might be a quick follower, and yet another a late adopter. These choices will affect the
structure, skills, staffing, and controls of the research and development function. Con-
sequently, no one formulation of objectives can be optimal for all entities.

Overlap of Objectives Categories

49 An objective in one category may overlap or support an objective in another. For
example, closing financial reporting period within five workdays may be a goal sup-
porting primarily an operations objectiveto support management in reviewing busi-
ness performance. But it also supports timely reporting and timely filings with regulatory
agencies. The category in which an objective falls can sometimes vary depending on
the circumstances. Controls to prevent theft of assetssuch as maintaining a fence
around inventory, or having a gatekeeper to verify proper authorization of requests for
movement of goodsfall under the operations category. These controls may not be
relevant to the reliability of reporting where inventory losses are detected following
periodic physical inspection and recording in the financial statements. However, if for
reporting purposes management relies solely on perpetual inventory records, as may be
the case for interim or internal financial reporting, the physical security controls would
then also fall within the reporting category. These physical security controls, along with
controls over the perpetual inventory records, are needed to ensure reliable reporting.

Internal Control Integrated Framework December 2011 9

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

Objectives and Sub-Objectives

50 Management links specified entity-level objectives to more specific sub-objectives that

cascade throughout the organization. These sub-objectives also are established as part
of or flowing from the strategy-setting process, and relate to subsidiaries, divisions,
operating units and functional activities, including business processes such as sales,
production, engineering, marketing, productivity, employee engagement, innovation,
and information technology. Throughout this process, management ensures that the
sub-objectives remain aligned with entity-level objectives and are coordinated across
theentity.

51 Where entity-level objectives are consistent with prior practice and performance, the
linkage among activities is usually known. Where, however, objectives depart from an
entitys past practices, management addresses the linkages or accepts increased risks.
For example, an objective to fill more management roles internally through promotions
will depend heavily on linked sub-objectives dealing with succession planning, apprais-
ing, training, and development. These sub-objectives might be substantially changed if
past practice relied heavily on external recruiting.

52

Draft for Public Exposure

Sub-objectives for operating units and functional activities also need to be clear. These
sub-objectives also need to be specific, measurable, attainable, relevant, and time-
bound. In addition, they must be readily understood by the people who are working
toward achieving them. Management and other personnel require a mutual understand-
ing of both what is to be accomplished and the means of determining to what extent it is
accomplished in order to ensure individual and team accountability.

53 Many entities establish multiple sub-objectives for each activity, flowing both from the
entity-level objectives and from standards relating to the established compliance and
reporting objectives. For procurement, for example, operations objectives may be to:

Purchase goods that meet established engineering specifications.

Purchase goods from companies that meet the entitys environmental, health,
and safety specifications as set forth in a code of conduct (e.g., no child labor,
good working conditions).

Negotiate acceptable prices and other terms.

Components of Internal Control

54 This Framework sets out five components of internal control. It also sets out seventeen
principles representing the fundamental concepts associated with each component. All
seventeen principles apply to each category of objective, as well as to individual objec-
tives within a category. Supporting the seventeen principles are eighty-one attributes,
representing characteristics associated with the principles.

55 Below is a summary of each of the five components of internal control and the prin-
ciples relating to each. This listing of principles is not meant to imply a binary checklist.
Rather, principles are meant to enable effective operation of the components and the
overall system of internal control, with appropriate use of management judgment.

10 Internal Control Integrated Framework December 2011

 Overview of Internal Control

56 Each of the principles and attributes is covered in the following chapters. Each principle
is introduced at the beginning of the relevant chapter and then presented at the end of
the relevant chapter along with the attributes relating to each principle. Attributes are
also called out in sidebars to the text of each chapter. For purposes of this Framework,
in describing these principles and attributes we use the word organization to capture
the meaning of, collectively, the board, management, and other personnel.

Control Environment
57 The control environment is the foundation for all other components of internal control.
The board and senior management establish the tone from the top regarding the impor-
tance of internal control and expected standards of conduct. The control environment
provides discipline, process, and structure.

58 There are five principles relating to Control Environment:

1. The organization demonstrates a commitment to integrity and ethical values.

2. The board of directors demonstrates independence of management and exercises

Draft for Public Exposure

oversight for the development and performance of internal control.

3. Management establishes, with board oversight, structures, reporting lines, and

appropriate authorities and responsibilities in the pursuit of objectives.

4. The organization demonstrates a commitment to attract, develop, and retain com-

petentindividuals in alignment with objectives.

5. The organization holds individuals accountable for their internal control responsibili-
ties in the pursuit of objectives.

Risk Assessment
59 Risk assessment involves a dynamic and iterative process for identifying and ana-
lyzing risks to achieving the entitys objectives, forming a basis for determining how
risks should be managed. Management considers possible changes in the external
environment and within its own business model that may impede its ability to achieve
itsobjectives.

60 There are four principles relating to Risk Assessment:

6. The organization specifies objectives with sufficient clarity to enable the identifica-
tion and assessment of risks relating to objectives.

7. The organization identifies risks to the achievement of its objectives across

the entity and analyzes risks as a basis for determining how the risks should
bemanaged.

Internal Control Integrated Framework December 2011 11

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

8. The organization considers the potential for fraud in assessing risks to the achieve-
ment of objectives.

9. The organization identifies and assesses changes that could significantly impact the
system of internal control.

Control Activities

61 Control activities are the actions established by policies and procedures to help ensure
that managements directives to mitigate risks to the achievement of objectives are
carried out. Control activities are performed at all levels of the entity and at various
stages within business processes, and over the technology environment.

62 There are three principles relating to Control Activities:

10. The organization selects and develops control activities that contribute to the miti-
gation of risks to the achievement of objectives to acceptable levels.

11. The organization selects and develops general control activities over technology to

Draft for Public Exposure

support the achievement of objectives.

12. The organization deploys control activities as manifested in policies that establish
what is expected and in relevant procedures to effect the policies.

Information and Communication

63 Information is necessary for the entity to carry out internal control responsibilities in
support of achievement of its objectives. Communication occurs both internally and
externally and provides the organization with the information needed to carry out day-
to-day internal control activities. Communication enables all personnel to understand
internal control responsibilities and their importance to the achievement of objectives.

64 There are three principles relating to Information and Communication:

13. The organization obtains or generates and uses relevant, quality information to
support the functioning of other components of internal control.

14. The organization internally communicates information, including objectives and

responsibilities for internal control, necessary to support the functioning of other
components of internalcontrol.

15. The organization communicates with external parties regarding matters affecting
the functioning of other components of internal control.

12 Internal Control Integrated Framework December 2011

 Overview of Internal Control

Monitoring Activities
65 Ongoing evaluations, separate evaluations, or some combination of the two are used to
ascertain whether each of the five components of internal control, including controls to
effect the principles within each component, are present and functioning. Findings are
evaluated and deficiencies are communicated in a timely manner, with serious matters
reported to senior management and to the board.

There are two principles relating to Monitoring Activities:

16. The organization selects, develops, and performs ongoing and/or separate evalu-
ations to ascertain whether the components of internal control are present and
functioning.

17. The organization evaluates and communicates internal control deficiencies in a

timely manner to those parties responsible for taking corrective action, including
senior management and the board of directors, as appropriate.

Draft for Public Exposure

66 In addition to the five components of internal control noted above, the Framework
includes discussion recognizing that while internal control provides important benefits,
limitations do exist. Limitations result from:

The quality and suitability of objectives established as a precondition to inter-

nal control.

The realities that human judgment in decision making can be faulty.

Knowing that decisions on responding to risk and establishing controls must

consider the relative costs and benefits.

Breakdowns that can occur because of human failures such as simple errors
or mistakes.

Controls that can be circumvented by collusion of two or more people.

The ability of management to override internal control decisions.

67 These limitations preclude the board and management from having absolute assurance
of the achievement of the entitys objectives that is, controls provide reasonable but
not absolute assurance.

68 The remaining chapters of this volume, including Roles and Responsibilities and appen-
dices, are not a part of the Framework.

Internal Control Integrated Framework December 2011 13

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

Internal Control and the Management Process

69 Because internal control is a part of managements overall responsibility, the five com-
ponents are discussed in the context of managements actions in managing the entity.
Not every decision or action of management, however, is part of internal control:

Having a board comprised of directors with sufficient independence from

management that carries out its oversight role effectively is a part of internal
control. However, many decisions reached by the board are not part of inter-
nal control; for example, deciding on or approving a particular strategic plan.
The board will fulfill a variety of governance responsibilities that are in addition
to its responsibilities for oversight of internal control.

Setting objectives is part of or flows from the broader strategic planning

process. Ensuring that management specifies the objectives chosen by the
entity is part of internal control; however, the appropriateness of particular
objectives selected is not.

Setting the overall level of acceptable risk and associated risk appetite4 is
part of strategic planning and enterprise risk management, not part of internal
control. Similarly, setting risk tolerance levels in relation to specific objectives

Draft for Public Exposure

is not part of internal control.

Developing control activities that contribute to the mitigation of risks based

on a risk assessment process is a part of internal control, but choosing which
risk response is preferred to address specific risks is not.

Assessing Effectiveness
70 An effective system of internal control provides reasonable assurance regarding
achievement of an entitys objectives. To have an effective system of internal control
relating to one, two, or all three categories of objectives each of the five components
must be present and operate together in a manner that reduces, to an acceptable level,
the risk of not achieving an objective.5 Further, the existence of any material weakness
(with respect to external financial reporting objectives) or major non-conformity (with
respect to operations, compliance, or non-financial reporting objectives) would preclude
an organization from concluding that the entitys system of internal control is effective.
For example, effective internal control over a particular compliance objective requires
that all five components be present and operating together.

71 Effectiveness of internal control is assessed relative to the five components of internal

control. Determining whether an overall system of internal control is effective is a sub-
jective judgment resulting from an assessment of whether each of the five components
of internal control are present and whether the five components of internal control are
operating together. Because internal control is relevant to an entire entity and its sub-
units, effectiveness of internal control can also be assessed relative to a specific part of
the organizational structure.

4 Risk appetite is defined as the amount of risk, on a broad level, an entity is willing to accept in pursuit of its
mission/vision.
5 The phrase present and operating together in a manner that reduces, to an acceptable level, the risk of
not achieving an objective is subsequently referred to as present and operating together.

14 Internal Control Integrated Framework December 2011

 Overview of Internal Control

72 When internal control is determined to be effective for each of the three categories of
objectives, management and the board of directors have reasonable assurance, relative
to the application within the entity structure, that the organization:

Understands the extent to which operations are managed effectively

andefficiently.

Prepares reliable reports.

Complies with applicable laws and regulations.

73 Evaluating each component of internal control requires consideration of how it is being

applied by the entity within the system of internal control, and not whether it is effec-
tive on its own. Components should not be viewed discretely. Rather the components
should be viewed as an integrated system working together to attain effective inter-
nal control. The notion that all five components of internal control must be present
and operate together does not mean that each should function identically, or even
at the same level, in different entities. Different entities internal control systems can
operatedifferently.

74 Furthermore, the integration of these five components is important in assessing the

Draft for Public Exposure

effectiveness of a system of internal control. Because controls can serve a variety
of purposes, controls put in place to effect principles in one component can serve a
purpose that may also apply to another component. Controls exist in each of the five
components of internal control. Additionally, controls can differ in the degree to which
they address a particular risk, so that the portfolio, or combination of controls, each
with limited effect, together can act satisfactorily in reducing risks to the achievement
ofobjectives.

75 Any change in the application of one component should not be viewed in isolation. That
is, changes in one component require an evaluation of the potential effects and need
for changes in other components. Thus, the contributions made by each component as
well as the five components together are evaluated in determining whether a system of
internal control is effective.

Considering the Principles in Assessing Effectiveness

76 In assessing whether the system of internal control is effective, senior management and
the board of directors determine to what extent the principles and, in turn, the cor-
responding attributes associated with each component are present and functioning.6
This evaluation entails considering how the principles and attributes are being applied.
Determining whether a principle is present and functioning implies that the organization:

Understands the intent of the principle and how it is being applied.

Applies the principle consistently across the entity.

Works to help personnel understand and apply the principle across the entity.

6 For purposes of this Framework, the phrase present and functioning applies to components, principles,
and attributes. Present means that a component, principle, or attribute has been implemented. Function-
ing means that a component, principle, or attribute is operating as intended.

Internal Control Integrated Framework December 2011 15

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

Views omission of or non-conformity with a principle as an exception (i.e., not

applying the wording, intent, and spirit of the principle is the exception rather
than thenorm).

77 Furthermore, a principle that is present and functioning operates within a range of

acceptability and does not imply that the organization achieves the highest level in
applying the principle. Management must still be able to assess the trade-offs between
the cost of achieving perfection and the benefits of seeking to operate at the highest
levels of sophistication and capability.

78 When a principle is deemed not to be present or functioning, an internal control defi-

ciency exists. Management applies judgment in evaluating whether a deficiency
prevents the entity from concluding that a component of internal control is present
and functioning. These judgments may vary depending on the category of objec-
tives, and additional considerations relating to deficiencies in internal control over
operations, compliance, financial reporting, and other reporting are considered in the
followingsections.

79 Even though attributes are expected to be present and functioning, it may be possible
to determine that the corresponding principle is present and functioning, and thus a

Draft for Public Exposure

component can be present and functioning without every attribute being present. For
instance, management may be able to determine that Principle 1, The organization
demonstrates a commitment to integrity and ethical values is present and functioning
based on an assessment that only three of the four related attributes are present and
functioning. The organization may set the tone at the top, evaluate adherence to stan-
dards of conduct, and address deviations in a timely manner, but it does not formally
define the expectations of management and the board of directors in the entitys stan-
dards of conduct. However, in the absence of an attribute being present and function-
ing, a deficiency may still exist.

Deficiencies in Internal Control

80 Deficiencies in an entitys system of internal control may surface from many sources,
including the entitys monitoring activities and other components of internal control, and
external parties that provide input relative to the operation of a component.

81 The term deficiency refers to a shortcoming in some aspect of the system of internal
control and has the potential to adversely affect the ability of the entity to achieve its
objectives. When an organization determines that a deficiency exists, management
needs to assess the impact of that deficiency on the effectiveness of the entitys system
of internal control. Further, the responsibility for identifying and assessing deficiencies
rests with the organization, in the normal course of performing the functions. Certain
external parties, such as external auditors and regulators, are not part of the system of
internal control and cannot be relied upon to detect and assess deficiencies.

82 Not every deficiency will result in a conclusion that an entity does not have an effective
system of internal control. For one thing, other controls may be present and function-
ing that allow for each of the components to be present and for all five components to
be operating together. When a deficiency is noted, the evaluator considers the effect of
controls in the same or other components.

16 Internal Control Integrated Framework December 2011

 Overview of Internal Control

83 Assessing the severity of a deficiency or combination of deficiencies to determine the

potential impact on the system of internal control requires judgment. This Framework
sets forth the criteria through the components, principles, and attributes for manage-
ment to assess the effectiveness of an entitys system of internal control and to deter-
mine and assess the nature of a deficiency. Management may decide or be required to
consider additional criteria established by external parties for evaluating and classifying
the severity of a deficiency or combination of deficiencies. For example, regulators,
standard-setting bodies, listing agencies, and other relevant third parties have estab-
lished additional criteria contained in standards and other guidance for evaluating the
classification of deficiencies relating to the external financial reporting objective and to
non-financial reporting, operations, and compliance objectives discussed in the next
sections. This Framework does not prescribe such additional criteria, but recognizes
and accommodates the authority and responsibility of those external parties to issue
rules and guidance for such classifications.

Deficiencies in Internal Control over Financial Reporting

84 There are specific considerations when a deficiency relates to internal control over
financial reporting. In this case, three tiers of deficiencies are commonly used: defi-

Draft for Public Exposure

ciency, significant deficiency, and material weakness.

85 For the purposes of this Framework, material weakness is considered in relation to an

entitys financial reporting objective, and is defined as a condition in which there is a
deficiency, or a combination of deficiencies, in internal control such that there is a rea-
sonable possibility that a material misstatement of the entitys financial statements will
not be prevented, detected, or corrected on a timely basis. Determining when a mate-
rial weakness exists requires applying judgment which includes several considerations,
such as:

The likelihood that a potential material misstatement exists and will not be pre-
vented or detected and corrected in a timely manner.

The magnitude of the potential or actual misstatement in relation to the

entitys financial statements.

86 The above material weakness concept establishes boundaries around effectiveness,

which is a threshold of seriousness against which deficiencies are measured. Some
regulators or standard-setting bodies may provide other factors for consideration in
determining the existence of a material weakness. For external financial reporting, the
existence of a material weakness precludes an organization from asserting that the
entitys system of internal control over external financial reporting is effective.

87 A significant deficiency is a deficiency or combination of deficiencies less severe than

a material weakness, yet may be important enough to merit attention by the board of
directors. Multiple significant deficiencies when considered collectively may result in a
determination that a material weakness exists.

Internal Control Integrated Framework December 2011 17

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

Deficiencies in Internal Control over Operations, Compliance,

and Other Reporting
88 In evaluating deficiencies in internal control over operations, compliance, and non-
financial reporting, this Framework suggests classifying such deficiencies as major and
minor non-conformities.7 A major non-conformity refers to any deficiency in internal
control that relates to compliance, operations, and non-financial reporting activities that
adversely affects the likelihood that the entity will achieve its objectives. For operations,
compliance and non-financial reporting, the existence of any major non-conformity
precludes an organization from concluding that the entitys system of internal control
over these objectives is effective. For instance, a major non-conformity may exist when
a deficiency in internal control has the potential for:

Shipping a nonconforming producte.g. a product that does not meet

qualityrequirements.

Making unauthorized significant changes to product design and manufactur-

ing specifications.

Not completing routine maintenance of assets, especially those that relate to

public safety (e.g., aircraft, railways, or public transit).

Draft for Public Exposure

Administering improper medicine doses to hospital patients.

Recurring misreporting of incidences of non-compliance to regulators.

Omitting important information supporting budgeting and forecasting

activities.

Improperly treating, storing, or disposing of hazardous wastes.

Improperly reporting child labor found to be occurring at own or

suppliersfactories.

Improperly reporting CO2 emissions to customers and investors.

Acquiring incomplete or inaccurate data for use in actuarial valuations.

Making unauthorized significant changes to health and safety specifications.

89 A minor non-conformity refers to any deficiency relating to compliance, operations, and

non-financial reporting activities that does not adversely affect the likelihood that the
entity will achieve its objective. For instance, a minor non-conformity may exist when a
deficiency in internal control has the potential for:

Failing to document a part of the quality system.

Not inspecting an instrument past its calibration date.

Failing to conduct routine maintenance of an asset needed to keep a warranty

in effect.

7 Some standard-setting bodies and governmental agencies use the term material weakness to refer to
major conformities. For instance, the Auditing Standards Board of the AICPA defines a material weakness
in internal control over compliance as a deficiency, or combination of deficiencies, in internal control over
compliance such that there is a reasonable possibility that material noncompliance with a compliance
requirement will not be prevented or detected and corrected on a timely basis.

18 Internal Control Integrated Framework December 2011

 Overview of Internal Control

Filing a compliance statement with a regulator one day after the required
filingdate.

Not retaining a training record for future reference.

Using inaccurate data to prepare management information for

internalanalysis.

90 Multiple minor non-conformities when considered collectively may result in a determina-

tion that a major non-conformity exists.

Other Considerations for Internal Control

Organizational Boundaries

91 Increasingly, many organizations are choosing to shift business activities to outside

service providers. Such an approach has become prevalent because of the benefits of
obtaining access to low-cost human resources, reducing costs in the day-to-day man-

Draft for Public Exposure

agement of certain functions, obtaining access to better processes and systems, and
allowing management to focus more on the entitysmission.

92 Outsourcing, strategic sourcing, and other outside service providers can help organi-
zations to perform business processes such as procurement, payables management,
payroll, pension and benefit management, investment management, and stock-based
compensation programs. Outside service providers may also perform technology activi-
ties that support business processes, providing services to procure, manage, and main-
tain previously internally managed technology systems. Advances in technology have
created opportunities for cost savings through access to comprehensive architectures
that provide on-demand and scalable shared technology that supports more complex
and changing business operations and that may be cost prohibitive for management as
an internal investment.

93 Using outsourcing, strategic sourcing, and other outside service providers can provide
substantial benefits of speed, efficiency, and costs savings to an entity, and the trend to
outsourcing is likely to grow. This dependence on external parties changes the risks of
business activities, increases the importance of the quality of information and commu-
nications from outside the organization, and creates greater challenges in overseeing
activities and the related internal controls. While management can use others to execute
activities for or on behalf of the entity, it cannot abdicate responsibility to monitor those
activities, manage the associated risks, and establish mechanisms to support the func-
tioning of the components of internal control.

94 This Framework can be applied to the entire entity regardless of what choices manage-
ment makes about how it will execute business activities that support its objectives,
either directly or through external relationships.

Internal Control Integrated Framework December 2011 19

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

Technology
Technology may be essential to support managements pursuit of the entitys objectives
95
and to better control the organizations activities. The number of entities that use tech-
nology continues to grow as will the extent that technology is used in most entities.

96 Technology is often referred to by other terms, such as management information

systems or information technology. These terms share the ideas of using a combi-
nation of automated and manual processes, computer hardware and software, meth-
odologies, and processes. This Framework uses the term technology to refer to all
computerized systems, including software applications running on a computer and
operational control systems.

97 Technology environments vary significantly in their size, complexity, and extent of

integration. They range from large, centralized, and integrated systems to decentralized
systems that operate independently within a specific unit. They may also involve real-
time processing environments that enable immediate access to information, including
mobile computer applications that can cut across many systems, organizations, geog-
raphies, processes, and technologies. Technology enables organizations to process

Draft for Public Exposure

high volumes of transactions, transform data into information to support sound deci-
sion making, share information efficiently across the entity and with business partners,
and secure confidential information from inappropriate use. In addition, technology can
allow an entity to share operational and performance data with the public.

98 Technology innovation creates both new opportunities and new risks. It can enable
the development of new business markets and models, generate efficiencies through
automation, and enable entities to do things that were previously hard to imagine. It may
also increase complexity, which makes identifying and managing the risks more difficult.

99 The principles presented in this Framework do not change with the application of tech-
nology. This is not to say that technology does not change the internal control land-
scape. Certainly it affects how an entity implements the components of internal control,
such as the greater availability of information and the use of automated procedures, but
the principles remain the same. Because technology is continually evolving, this Frame-
work does not address specific technologies, such as cloud computing or the rise in
social media.

Larger versus Smaller Entities

100 The seventeen principles underlying the five components of internal control are just as
applicable for smaller entities as for larger ones. However, implementation approaches
may vary for smaller entities, regardless of whether the entity is a publicly traded
company, a privately held entity, a government organization, or a not-for-profit orga-
nization. For example, all public companies have boards of directors, or other similar
governing bodies, with oversight responsibilities related to reporting. A smaller entity
may have a less complex organizational structure and operations, and more frequent
communication with directors, enabling a different approach to board oversight. Simi-
larly, while many public companies are often required to have a whistle-blower program,
there may be a difference in the reporting procedures between other types of small and

20 Internal Control Integrated Framework December 2011

 Overview of Internal Control

large entities. In a large entity, for example, the volume of reported events may require
initial reporting to an identified internal staff function, but a smaller entity may allow
direct reporting to the audit committee chair.

101 Smaller entities typically have unique advantages over larger ones which can contribute
to effective internal control. These may include a wider span of control by senior man-
agement and greater direct interaction with personnel. For instance, smaller companies
may find informal staff meetings highly effective for communicating information relevant
to operating performance, whereas larger companies may need more formal mecha-
nisms such as written reports, intranet portals, periodic formal meetings, or conference
calls to communicate similar matters.

102 Conversely, larger entities may enjoy certain economies of scale, which often affect
support functions. For example, establishing an internal audit function within a smaller,
domestic entity likely would require a larger percentage of the companys economic
resources than would be the case for a larger multinational entity. Certainly, the smaller
companys internal audit function would be smaller, and might rely on co-sourcing or
outsourcing in order to provide needed skills, where the larger companys function
might be significantly larger with a broad range of experienced in-house personnel. But

Draft for Public Exposure

in all likelihood the relative cost for the smaller company would be higher than for the
larger one.

Benefits and Costs of Internal Control

Benefits
103 Internal control provides many benefits to an entity. It provides management and the
board of directors with added confidence regarding the achievement of objectives, it
provides feedback on how a business is functioning, and it helps to reduce surprises.
Among the most significant benefits of effective internal control for many entities is the
ability to meet certain criteria required to access the capital markets, providing capital-
driven innovation and economic growth. Such access of course comes with responsibil-
ities to effect timely and reliable reporting for shareholders, creditors, capital providers,
regulators, and other third parties with which an entity has direct contractual relation-
ships. For instance, effective internal control supports reliable external financial report-
ing, which in turn enhances investor confidence in providing the requisite capital.

104 Other benefits of effective internal control include:

Reliable and relevant information supporting managements decision

making on matters such as product pricing, capital investment, and
resourcedeployment.

Consistent mechanisms for processing transactions, supporting quality of

information and communications across an organization, enhancing speed
and reliability at which transactions are initiated and settled, and providing
reliable recordkeeping and ongoing integrity of data.

Increased efficiency within functions and processes.

Internal Control Integrated Framework December 2011 21

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

Retention of the facts, reasoning, and basis for decisions where highly subjec-
tive and substantial judgment is needed.

Ability and confidence to accurately communicate business performance

with business partners and customers, which supports continuity of the
businessrelationship.

105 Entities always have limits on their human and capital resources and constraints on how
much they can spend, and therefore they will often consider the costs relative to the
benefits of alternative approaches in managing internal control options.

Costs
106 Generally, it is easier to deal with the cost aspect in the cost-benefit equation because
in most cases costs can be quantified fairly precisely. Usually considered are all direct
costs associated with implementing internal control actions and responses, plus indi-
rect costs, where practically measurable. Some entities also include opportunity costs
associated with use of resources. Overall, management considers a variety of cost
factors in relation to expected benefits when selecting and developing internal controls.
These may include:

Draft for Public Exposure

Considering the trade-offs between recruiting and retaining staff with a
higher level of competency and the related higher compensation costs. For
instance, a smaller, stable, privately held company may not want to, or be able
to, hire a chief financial officer with the experience of working for a publicly
tradedcompany.

Assessing the efforts required to select, develop, and perform control activi-
ties; the potential incremental efforts that the activity adds to the busi-
ness process; and the efforts to maintain and update the control activity
whenneeded.

Assessing the impacts of added reliance on technology. While the effort to

perform the control and the impact of added technology-based controls on
the business process may be small, the cost associated with selecting, devel-
oping, maintaining, and updating the technology could be substantial.

Understanding how changes in information requirements may call for greater

data collection, processing, and storage that could trigger exponential growth
in data volume. With more data available, an organization faces the challenge
of avoiding information overload by ensuring flow of the right information, in
the right form, at the right level of detail, to the right people, at the right time.
Establishing an information system that balances costs and benefits depends
on thoughtful consideration of informationrequirements.

Other Considerations in Determining Benefits and Costs

107 The benefit side of the cost-benefit equation often involves even more subjective evalu-
ation. For example, benefits of effective training programs usually are apparent but
difficult to quantify. Training programs are not often designed to measure the benefits

22 Internal Control Integrated Framework December 2011

 Overview of Internal Control

or to capture the necessary data to evaluate the program. For example, sales training
programs may not be structured to measure before-and-after employee sales results,
making it difficult to determine whether the training is effective and accomplishing its
objectives. In many cases, however, the benefit of developing actions within any of the
five components of internal control can be evaluated in the context of the benefit asso-
ciated with achievement of the related objective.

108 The complexity of cost-benefit determinations is compounded by the interrelationship of

controls with business operations. Where controls are integrated with, or built into, man-
agement and business processes, it is difficult to isolate either their costs or benefits.

109 It is up to management to decide how an entity evaluates the costs versus benefits of
alternative approaches to implementing a system of internal control, and the ultimate
actions it takes. However, cost alone is not an acceptable reason to avoid implement-
ing internal controls. The cost versus benefits considerations support managements
ability to develop and maintain a system of internal control that balances the allocation
of human resources in relation to the areas of greatest risk, complexity, or other factors
relevant to the entitys objectives.

Draft for Public Exposure

Documentation
110 Entities develop and maintain documentation for their internal control system for a
number of reasons. One is to provide clarity around roles and responsibilities, which
promotes consistency in adhering to desired practices in managing the business. Effec-
tive documentation assists in communicating the who, what, when, where, and why
of internal control execution, and creates standards and expectations of performance
and conduct. Another purpose of documentation is to assist in training new person-
nel and to offer a refresher or reference tool for other employees. Documentation also
provides evidence of the performance of activities that are part of the system of internal
control, enables proper monitoring, and supports reporting on internal control effective-
ness, particularly when evaluated by external parties, such as regulators, auditors, or
customers.

111 Management must also determine how much documentation is needed to assess
the effectiveness of internal control. Some level of documentation is always neces-
sary to assure management that the components of internal control are in place and
functioning. This may include, for example, documents showing that all shipments are
billed, or that periodic reconciliations are performed. As well, two specific levels of
documentation requirements must be considered in relation to external financial and
non-financialreporting:

In cases where management asserts to regulators, shareholders, or other

third parties on the design and operating effectiveness of its overall system of
internal control, management has a higher degree of responsibility. Typically
this will require documentation to support the assertion that all components
of internal control are in place and functioning. The nature and extent of the
documentation may be influenced by the entitys regulatory requirements.

Internal Control Integrated Framework December 2011 23

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

This does not necessarily mean that all documentation will or should be more
formal, but that sufficient evidence that the components of internal controls
are present and operating together is available and suitable to satisfy the
entitys objectives.

In cases where an external auditor attests to the effectiveness of the overall

system of internal control, management will likely be expected to provide the
auditor with support for its assertion on the effectiveness of internal control.
That support would include evidence that the system of internal controls is
properly designed and operating effectively. In considering the nature and
extent of documentation needed, management should also remember that
the documentation to support the assertion will likely be used by the external
auditor as part of his or her audit evidence. Management may also document
significant judgments, how such decisions were considered, and the final
decisions reached.

112 There may still be instances where internal controls are informal and undocumented.
This may be appropriate where management is able to obtain evidence captured
through the normal conduct of the business that indicates personnel regularly per-
formed those controls. However, it is important to keep in mind that control processes,

Draft for Public Exposure

such as monitoring activities or risk assessments, cannot be performed entirely in
the minds of the senior management without some documentation of managements
thought process and analyses.

113 The level and nature of documentation can also vary by the size of the organization and
the complexity of the control. Larger entities usually have a more extensive system of
internal control and greater complexity in business processes, and therefore typically
find it necessary to have more extensive documentation. Smaller companies often find
less need for formal documentation, such as in-depth policy manuals, flowcharts of pro-
cesses, organization charts, and job descriptions. In smaller companies, typically there
are fewer people and levels of management, closer working relationships, and more
frequent interaction, all of which promote communication of what is expected and what
is being done. In a smaller business, management is often directly involved in perform-
ing control procedures for which there may be only minimal documentation because
management can determine that controls are functioning through directobservation.

114 Documentation of internal control should meet business needs and be commensurate
with circumstances. The extent of documentation supporting the design and operating
effectiveness of the five components of internal control is a matter of judgment, and
should be done with cost-effectiveness in mind.

24 Internal Control Integrated Framework December 2011

 Components of Internal Control | Control Environment

Control Environment

Chapter Summary:

115 The control environment is the set of standards, processes, and structures
that provide the basis for carrying out internal control across the organiza-
tion. The board of directors and senior management establish the tone at the
top regarding the importance of internal control including expected stand-
ards of conduct. Management reinforces expectations at the various levels
of the organization. The control environment comprises the integrity and
ethical values of the organization; the parameters enabling the board of di-
rectors to carry out its governance responsibilities; the organizational struc-
ture and assignment of authority and responsibility; the process for attract-

Draft for Public Exposure

ing, developing, and retaining competent individuals; and the rigor around
performance measures, incentives, and rewards to drive accountability for
performance. The resulting control environment has a pervasive impact on
the overall system of internal control.

Principles relating to the Control Environment component:

1. The organization demonstrates a commitment to integrity and

ethicalvalues.

2. The board of directors demonstrates independence of management

and exercises oversight for the development and performance of
internalcontrol.

3. Management establishes, with board oversight, structures, reporting

lines, and appropriate authorities and responsibilities in the pursuit
ofobjectives.

4. The organization demonstrates a commitment to attract, develop, and

retain competent individuals in alignment with objectives.

5. The organization holds individuals accountable for their internal

control responsibilities in the pursuit of objectives.

Internal Control Integrated Framework December 2011 25

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

Introduction
116 The control environment is the founda-
tional component of internal control, influ-
enced by a variety of internal and external

e
nc
ng
s
ion

lia
factors, including the entitys history,

rti
rat

mp
po
e

Re

Co
values, market, and the competitive and

Op

Operating Unit
regulatory landscape. It is defined by the

Function
standards, processes, and structures that Control Environment
guide people at various levels in carrying

Entity Level
Division
out their responsibilities for internal control Risk Assessment

and making decisions in the pursuit of the

Control Activities
entitys objectives. It creates the discipline
that supports the assessment of risks to
Information & Communication
the achievement of the entitys objectives,
performance of control activities, use of
Monitoring Activities
information and communication systems,
and conduct of monitoring activities.

Draft for Public Exposure

117 An organization that establishes and maintains a strong control environment positions
itself to be more resilient in the face of internal and external pressures. It does this by
demonstrating behaviors of integrity and ethical values, adequate oversight processes
and structures, organizational design that enables the achievement of the entitys
objectives with appropriate assignment of authority and responsibility, a high degree of
competence, and a strong sense of accountability for the achievement of objectives. In
both the short and long term, it positions itself to be more resilient in the face of internal
and external pressures.

118 Control environment is sometimes seen as synonymous with internal control culture, in
that the elements that make one strong, such as integrity and ethical values, oversight,
accountability, and performance evaluation, make the other strong as well. Establish-
ing a strong culture considers, for example, how clearly and consistently ethical and
behavioral standards are communicated and reinforced in practice. As such, culture is
part of an organizations control environment, but also encompasses elements of other
components of internal control, such as policies and procedures, ease of access to
information, and responsiveness to results of monitoring activities. Therefore culture
is influenced by the control environment and other components of internal control and
vice versa.

26 Internal Control Integrated Framework December 2011

 Components of Internal Control | Control Environment

Principle 1.

Demonstrates Commitment to Integrity and

Ethical Values
The organization demonstrates a commitment to
integrity and ethical values.

Tone at the Top and throughout the Organization

119 Management and the board of directors or equivalent oversight body are expected
to lead by example in developing values, a philosophy, and an operating style in the
pursuit of the entitys objectives. Such values balance the needs and concerns of dif-
ferent stakeholders, such as employees, suppliers, customers, competitors, regulators,
investors, and the wider community. For example, in addition to fostering understanding
and adherence to legal and regulatory requirements, management and the board may
seek to set the tone in terms of moral, social, environmental, or other forms of respon-
sible conduct. The resulting expectations are expressed to varying degrees of formality

Draft for Public Exposure

in the form of:

Mission and values statements.

Standards or codes of conduct.

Policies and practices.

Operating principles.

Directives, guidelines, and other supporting communications.

Actions and decisions of management at various levels and the board

ofdirectors.

Attitudes and responses to deviations from expected standards of conduct.

Informal and routine actions and communication of leaders at all levels of

theentity.

120 These elements reflect the expectations of integrity and ethical values and the degree to
which they are applied in decisions made at all levels of the organization, by outsourced
service providers, and by business partners (e.g., joint venture partners, strategic
alliances). They articulate and reinforce the commitment to doing what is right, not
just what complies with laws and regulations, so that these priorities are understood
and embraced by the board of directors, all employees, outsourced service provid-
ers, and business partners. They may also include voluntary responsible conduct,
such as carbon footprint awareness, community outreach after natural disasters, and
other activities. The degree to which these expectations are not only communicated
but also applied by senior management and the board as well as all other levels of
leadership within the organization characterizes the tone at the top and throughout
theorganization.

Internal Control Integrated Framework December 2011 27

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

121 Tone is impacted by the personal conduct of management and the board of directors,
even when the behavior does not directly affect the achievement of the organizations
objectives. Consider, for instance, the adverse effect of fraudulent or questionable
practices, such as insider trading activity, personal indiscretions, lack of receptiveness
to bad news, or compensation practices so unfairly balanced that they could incent
inappropriate conduct. In contrast, a history of ethical and responsible behavior by
management and the board of directors sends a strong message in support of integrity.
Employees are likely to develop the same attitudes about right and wrongand about
risks and controlsas those shown by management. Individual behavior can be influ-
enced by the knowledge that the chief executive officer has done the right thing ethi-
cally when faced with a tough business-based or personal decision.

122 The tone must be consistent from senior management through to operating unit man-
agement levels, to ensure that the values, business drivers, and resulting behavior are
shared among all employees and partners of the organization. This includes the various
layers and divisions sometimes referred to as tone in the middle in larger organiza-
tions. Such consistency helps pull the organization together in the pursuit of the entitys
objectives. However, challenges to such consistency can arise in various forms. For
instance, operating in different markets may call for different motivational approaches,

Draft for Public Exposure

different degrees of evaluation of suppliers, and different customer service levels
creating different tones at different levels of the organization. While the messages
from management about what is or is not acceptable may vary to impact the intended
audience, the more they remain consistent with the tone at the top, the more homog-
enous will be the performance of internal control responsibilities in the pursuit of the
entitysobjectives.

123 In some cases, the tone set by the chief executive may result in unintended conse-
quences when considering the various objectives of the entity. Consider, for example,
a management team that readily modifies the entitys standard contractual terms to
compete in the local business environment. While such modification may be seen as
positive for purposes of generating revenue or operating efficiently and effectivelyfor
instance getting products to customers fasterit may be detrimental to the achieve-
ment of other objectives, such as complying with product safety standards, quota
violations, fair sales practices, or other requirements. Clear guidance and direction from
the top, and congruence across different levels of management are fundamental to the
achievement of the entitys objectives. Therefore tone can be either a driver or a barrier
to internal control.

Standards of Conduct
124 Standards of conduct guide the organization in behaviors, activities, and decisions in
the pursuit of its objectives by:

Establishing what is right and wrong.

Providing guidance for navigating what lies in between.

Considering governing laws, regulations, other standards, and other expec-

tations that the organizations stakeholders may have, such as corporate
socialresponsibility.

28 Internal Control Integrated Framework December 2011

 Components of Internal Control | Control Environment

125 Ethical expectations, norms, and customs can vary across borders. Management and
the board of directors or equivalent oversight body establish the standards and mecha-
nisms for the organization to understand and adhere to doing what is right. These
are translated into an organizational statement of beliefs and values and standards
ofconduct.

126 The organization demonstrates its commitment to integrity and ethical values by apply-
ing the standards of conduct and continually asking challenging questions, particularly
when faced with difficult decisions. For example, it might ask: Does it infringe on the
organizations standards of conduct? Is it legal? Would we want our shareholders, cus-
tomers, regulators, suppliers, or other stakeholders to know about it? Would it reflect
negatively on the individual or the organization?

127 Organizations include integrity and ethical values in their communications and training.
For example, a company that regularly receives awards for best places to work and
achieves high employee retention rates provides training on corporate ethical values
and organizational culture, under the direction of a senior board member. The train-
ing sessions are conducted quarterly or biannually depending on the number of new
employees hired. During the training, employees learn how the ethical climate has devel-

Draft for Public Exposure

oped in the organization. In addition, employees are provided with examples of how
integrity and ethical values have assisted in identifying issues and solving problems.

128 The organizations standards of conduct are communicated and reinforced not only
at all levels of the organization but also at outsourced service providers. For example,
enforcement of internal control for compliance with product safety standards extends
beyond the entity to include joint venture partners, suppliers, sales distributors, and
other outsourced service providers at all locations.

129 Management that delegates through legal or contractual arrangements the execution
of certain activities to outsourced service providers retains ultimate accountability for
those activities. Variables that can affect the extent of communications, oversight, and
other activities needed to ensure that outsourced service providers and business part-
ners adhere to the entitys standards of conduct include:

The nature of services outsourced.

The competency of the service provider.

The entitys existing knowledge of controls.

The magnitude and level of complexity of the entitys supply chain and busi-
ness model.

130 Inappropriate conduct by outsourced service providers or business partners can reflect
negatively upon senior management and impact the entity itself by causing harm to
customers or other stakeholders or the reputation of the organization, requiring costly
corrective action. Therefore management retains responsibility for the performance of
processes that it has delegated to outside service providers or business partners.

Internal Control Integrated Framework December 2011 29

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

Adherence and Deviations

131 The established standards of conduct provide the basis for evaluating adherence to
integrity and ethical values across the organization and its outsourced service provid-
ers. These are communicated through the organizations set of policies and practices,
and employment or service contracts. Some organizations require formal acknowl-
edgment of receipt and compliance with such standards. To gain assurance that the
standards are being followed in practice, it is the actions, decisions, and attitudes of
individuals that require oversight and evaluation.

132 The lack of adherence to standards of conduct often stems from situations such as:

Tone at the top does not effectively convey expectations regarding adherence
to standards.

A board of directors that does not provide impartial oversight of senior man-
agements adherence to standards.

High decentralization that leaves senior management unaware of actions

taken at lower levels.

Draft for Public Exposure

Inadequate vehicles by which employees can safely voice questions
andconcerns.

Failure to address non-existence or ineffective controls, which allow opportu-

nities to conceal poor performance.

Inadequate process for the investigation and resolution of alleged misconduct.

A weak internal audit function that does not have the ability to detect and
report improper conduct.

Penalties for improper conduct that are insignificant or unpublicized and thus
lose their deterrent value.

133 For example, standards of conduct may prohibit practices that could be perceived
as collusion to fix prices, but the organization must establish mechanisms to enforce
standards, such as awareness communications and training, scanning market pricing
activity to identify potential issues, and other measures to prevent or detect a deviation
from the organizations standards of conduct. The organization further determines the
tolerance level for deviations. Certain expected standards of conduct may be deemed
zero tolerance for deviations, while others may be deemed addressed with warnings
topersonnel.

134 Evaluations of individual and team adherence to standards of conduct are part of a
systematic process for escalation and resolution of exceptions. The process requires
that management:

Define a set of indicators (e.g., breaches of confidentiality, collusion with other

market participants, harassment cases) to identify issues and trends related to
the standards of conduct for the organization, including its outsourced service
providers. Such indicators are revisited periodically and refined as necessary
to help raise potential issues early or before they repeat themselves.

30 Internal Control Integrated Framework December 2011

 Components of Internal Control | Control Environment

Establish continual and periodic compliance procedures to confirm that

expectations and requirements are being met both internally and by out-
sourced service providers.

Identify, analyze, and report business conduct issues and trends to senior
management and the board of directors. Mechanisms for identifying issues
include direct reporting lines, human resource functions, and hotlines. Analy-
sis often requires cross-functional teams to determine the root cause and
what corrective actions are needed.

Consider the strength of leadership in the demonstration of integrity and

ethical values as an evaluated behavior in performance reviews, compensa-
tion, and promotion decisions.

Compile allegations centrally and have these evaluated by individuals inde-

pendent of the allegation.

Conduct and document investigations based on defined

investigationprotocols.

Follow through on the implementation of corrective actions so that issues are

Draft for Public Exposure

remedied in a timely and consistent manner.

135 Evaluations may be conducted by an ongoing management process and/or by an inde-

pendent party. Individuals can also assess and report irregularities through formal and
informal communication channels, such as a whistle-blowing program, an ethics hotline,
upward feedback processes, and regular staff meetings.

136 Deviations from expected standards of conduct are addressed in a timely and consis-
tent manner. Depending on the severity of the deviation determined through the evalu-
ation process, management may take different actions and may also need to consider
local laws, but the standards to which it holds employees remain consistent. Depending
on the severity of the deviation, the employee may be issued a warning and provided
coaching, put on probation, or terminated.

Principle 2.

Exercises Oversight Responsibility

The board of directors demonstrates independence
of management and exercises oversight for the
development and performance of internal control.

Authorities and Responsibilities

137 The board of directors or equivalent oversight body identifies and understands the
expectations of stakeholders, including customers, employees, investors, and the
general public, as well as legal and regulatory requirements. These expectations and
requirements help shape the objectives of the organization and oversight responsibili-
ties of the board.

Internal Control Integrated Framework December 2011 31

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

138 The board, in turn, charges the chief executive officer with overall execution of the
entitys strategy and achievement of its objectives, supported by an effective system of
internal control. The board has the authority to assign responsibilities, probe manage-
ment, retain key decision-making authority, and follow up on resolution of issues as
necessary. Determining the appropriate delegation of authorities and responsibilities to
individuals with the right skills and expertise is essential to the entitys ability to achieve
its objectives.

139 Depending on the jurisdiction, oversight structures are developed voluntarily or as man-
dated by law, regulation, or standards, such as stock exchange listing standards. While
smaller companies may require less extensive governance structures, larger public
companies may need committees at the board level to focus on specialized topics,
suchas:

Nomination/governance committees to lead the selection of directors and

oversee the evaluation of senior management and the board of directors.

Compensation committees to oversee policies and practices for senior man-

agement compensation, motivating expected behaviors, balancing incentives
for short- and long-term performance linking performance to strategic objec-

Draft for Public Exposure

tives, and relating compensation to risk.

Audit committees to oversee managements integrity and transparency in

external reporting and overall reliability of financial reports.

Other committees of the board dedicated to address specific matters that are
critical to the entitys objectives (e.g., compliance committees for pharmaceu-
tical companies).

140 In addition to board-level oversight, senior management establishes similar structures

and processes on a business execution level. For instance, management commit-
tees may focus on topics such as information technology, products/services, process,
or other aspects of the business requiring dedicated focus. Management continually
assesses risks posed by the changes in the operating environment (e.g., emergence of
new technology, heightened regulatory requirements, and business model evolution)
and implications for the internal control system.

141 While the board of directors retains oversight responsibility, the chief executive officer
and senior management bear direct responsibility for developing and implementing
the internal control system. Depending on the type of organization and its strategy,
structure, and objectives, operating units may have more or less autonomy in making
decisions, designing controls, and evaluating performance. For example, while one
organization may implement an enterprise resource planning system that standard-
izes all major processes and controls, another organization may leave it to each divi-
sion to determine and implement those processes and controls most suitable to its
businessactivities.

32 Internal Control Integrated Framework December 2011

 Components of Internal Control | Control Environment

Independence and Relevant Expertise

142 The board of directors demonstrates independence of management and relevant skills
and expertise in carrying out its oversight responsibilities. Independence requires there
to be no personal or professional relationship with or allegiance to the entity in order to
allow for an unbiased and impartial mindset.8 This includes consideration of the various
board seats held by each of the board members and limiting any bias or conflict of inter-
est that could result from board members sitting on each others companies boards.

143 Because a board must be prepared to question and scrutinize managements activities,
present alternative views and have the courage to act in the face of obvious wrongdo-
ing, it is necessary that the board contain outside directors. Certainly, officers and
employees often are highly effective and important board members, bringing knowledge
of the company to the table. But there must be a balance. Although smaller companies
or government entities may find it costly or otherwise difficult to attract a majority of
outside directorsusually not the case with large organizationsit is important that
the board contain at least a critical mass of outside directors. The number should suit
the entitys circumstances, but more than one outside director normally is needed for
a board to have the requisite balance. Those entities that are unable to have an inde-

Draft for Public Exposure

pendent board recognize this factor and evidence the processes and structures that
facilitate adequate oversight of the entity.

144 Board members whose livelihood does not depend on the entitys performance are
generally able to provide unbiased evaluations and guidance. Consider, for example, a
company that has a board member whose regular occupation is that of a professor at a
small university and whose compensation as a board member of the company comes
close to or exceeds his regular pay. As a result, he is highly motivated to retain his board
position and may be softer in challenging management and evaluating its performance.
Indeed, the bias created by the relative significance of board compensation can jeopar-
dize the independence of members.

145 Board composition considers the mission, values, and various objectives of the entity
as well as the skills and expertise needed to guide, probe, and evaluate the senior
management team most appropriately. The board of directors includes members that
collectively represent the requisite skills and expertise, with sufficient overlap to enable
discussion and deliberation. Skills and expertise are typically expected to include:

Market and company knowledge (e.g., knowledge of products/services, value

chain, customer base, competitors).

Financial expertise, including financial reporting (e.g., accounting standards,

financial reporting requirements).

Legal and regulatory expertise (e.g., understanding of governing laws, rules,

and standards).

Social and environmental expertise (e.g., understanding of expectations of

social and environmental expectations and activities).

8 Consider for example the New York Stock Exchange Corporate Governance Rules of 2003 that state
that No director qualifies as independent unless the board of directors affirmatively determines that the
director has no material relationship with the listed company (either directly or as a partner, shareholder or
officer of an organization that has a relationship with the company).

Internal Control Integrated Framework December 2011 33

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

Ethical standards (e.g., ability to identify and resolve ethical dilemmas).

Leadership and strategic thinking (e.g., ability to make informed decisions in

the interest of the entity, considering a multitude of stakeholders).

Incentives and compensation (e.g., knowledge of market compensation rates

and practices).

Relevant systems and technology (e.g., understanding critical systems and

technology challenges and opportunities).

Problem-solving and investigation (e.g., training and experience in identifying

and resolving issues).

146 The expertise, skills, and independence of the board of directors are evaluated regularly
in relation to the evolving needs of the entity. Below is an example of the board of direc-
tors activities involved in exercising oversight for the development and performance of
internal control through each of the five components of the Framework:

Internal Control Components Oversight Activities of the Board

Control Environment Provide strategic direction to guide the organization

Draft for Public Exposure

in the achievement of its objectives and viability of
the business.
Guide the definition of and adherence to standards
of conduct for the organization commensurate with
stakeholder expectations.
Guide the definition of standards of conduct, com-
petence, and performance for the organization and
use these to regularly evaluate senior management
who, in turn, evaluates the organization, outsourced
service providers and business partners.
Direct the implementation of an oversight structure
that is aligned with the objectives of the entity (e.g.,
board and committees as necessary).
Exercise fiduciary responsibilities and due care
(e.g., prepare for and attend meetings, review the
entitys financial statements and other disclosures).
Challenge senior management by asking probing
questions about the entitys plans and perfor-
mance, and requiring follow-up discussions
and commensurate actions on these items
with management (e.g., for transactions that
occur repeatedly at the end of interim or annual
reportingperiods).
Risk Assessment Consider internal and external factors that pose
risks to the achievement of objectives; identify
issues and trends (e.g., sustainability implications
of the entitys business operations).
Review and comment on managements assess-
ment of risks to the achievement of objectives,
including the potential impact of significant
changes (e.g., risks associated with entering a new
market), and fraud.
Evaluate how proactively the organization
manages innovations and changes such as those
triggered by new technology or economic and
geopoliticalshifts.

34 Internal Control Integrated Framework December 2011

 Components of Internal Control | Control Environment

Internal Control Components Oversight Activities of the Board

Control Activities Provide guidance to senior management on the
selection, development, and deployment of control
activities.
Oversee the establishment of structures, roles and
responsibilities that enable adequate segregation
of duties.
Information and Communication Communicate direction and tone at the top
Obtain, review, and discuss information relating to
the entitys achievement of objectives.
Scrutinize information provided and present alter-
native views.
Allow for and address upward communication of
issues.
Monitoring Activities Assess and oversee the nature and scope of moni-
toring activities and managements evaluation and
remediation of deficiencies.
Engage with internal and external auditors to evalu-
ate the level of awareness of strategies, risks, and
control implications associated with evolving busi-

Draft for Public Exposure

ness, infrastructure, regulations, and other factors.

147 Transparency obligations reinforce accountability of both senior management and the
board of directors. While disclosure requirements and expectations differ by jurisdiction,
industry, and other factors, the board of directors oversees that such needs are under-
stood and met over time. Reporting to the board of directors occurs both on a regular
and ad hoc basis, as needed, to help the board oversee the governance process to deal
with planned and unplanned issues.

Principle 3.

Establishes Structure, Authority, and

Responsibility
Management establishes, with board oversight,
structures, reporting lines, and appropriate authorities
and responsibilities in the pursuit of objectives.

Organizational Structures and Reporting Lines

148 Senior management and the board of directors establish the organizational structure
and reporting lines necessary to plan, execute, control, and periodically assess the
activities of the entity. The goal is to provide for clear accountability and information
flows within and across the overall entity and its subunits.

Internal Control Integrated Framework December 2011 35

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

149 Entities are often structured along various dimensions. In particular:

The management operating model may follow product or service lines to

facilitate development of new products and services, optimize marketing
activities, rationalize production, improve customer service, or other opera-
tional aspects.

Legal entity structures are often designed to manage business risks, create
favorable tax structures, and empower managers at foreignoperations.

Geographic markets may provide for further subdivisions or aggregations

ofperformance.

Entities also enter into a variety of relationships with external parties to

support the achievement of objectives which creates additional structures and
reporting lines.

150 Each of these lenses can yield a different evaluation of the system of internal control.
While the aggregation of risks along one dimension may indicate no issues, the view
along a different dimension may show concentration risk around certain customer
types, overreliance on a sole vendor, or other vulnerabilities. Ownership and account-

Draft for Public Exposure

ability at each level of aggregation enables such multidimensional review and analysis.

151 Organizational structures evolve as the nature of the business evolves. Management
therefore reviews and evaluates the structures for continued relevance and effective-
ness of the internal control system. Consider, for example, a bank that reports per-
formance results and internal control effectiveness by legal entity, business unit, or
geography. If it does not regularly revisit its reporting to verify that it adequately reflects
its current business model, it may fail to recognize the emergence of certain risks, the
absence of appropriate controls, and inadequacy of reporting.

152 For each type of structure it operates, management designs and evaluates the lines
of reporting so that responsibilities are carried out and information flows as needed.
Variables to consider when establishing and evaluating organizational structures include
the following:

Size and nature of the entitys business.

Risks related to the entitys objectives and business processes, which may
be retained internally or outsourced, and interconnections with outsourced
service providers and business partners.

Nature of the assignment of authority and responsibility to top, operating unit,

functional, and geographic management.

Definition of reporting lines (e.g., direct reporting/solid line vs. secondary

report/dotted line) and communication channels.

Structures that are needed to satisfy the organizations objectives (e.g., local
market structure, business segment structure, tax optimization model).

Structure and reporting requirements of relevant jurisdictions.

153 Regardless of the organizational structure, definitions, and assignments of author-

ity and responsibility, reporting lines and communication channels must be clear to

36 Internal Control Integrated Framework December 2011

 Components of Internal Control | Control Environment

enable accountability over operating units and functional areas. For example, the board
determines which senior management roles have at least a dotted line to the board
of directors to allow for open communication to the board of all issues of importance.
Similarly direct reporting and informational reporting lines are defined at all levels of
theorganization.

154 Responsibilities can generally be viewed as falling within three lines of defense against
the failure to achieve the entitys objectives, with oversight by the board of directors:

Management and other personnel on the front line provide the first line of
defense in day-to-day activities they are responsible for maintaining effective
internal control day to day; they are compensated based on performance in
relation to all applicable objectives.

Business-enabling functions (also referred to as support functions) provide the

second line of defense by offering guidance on internal control requirements
and evaluating adherence to defined standards; while they are functionally
aligned to the business, their compensation is not directly tied to performance
of the area to which they render expert.

Internal auditors provides the third line of defense in assessing and reporting

Draft for Public Exposure

on internal control and recommending corrective actions or enhancements for
management consideration and implementation; their position and compen-
sation are separate and distinct of the business areas they review.

155 Periodic evaluation of existing structures in relation to the achievement of the entitys
objectives enables realignment with emerging priorities (e.g., new regulations) and ration.
alization (e.g., cutting across silos of different functions or operating units) to provide for a
comprehensive and integrated view of internal control.

Authorities and Responsibilities

156 The board of directors delegates authority and defines and assigns responsibility for
senior management. In turn, senior management delegates authority and defines and
assigns responsibility at the overall entity and its subunits. Authority and responsibil-
ity are delegated based on demonstrated competence, and roles are defined based on
who is responsible, accountable, consulted, or kept informed of decisions. The board
and/or senior management define the degree to which individuals and teams are autho-
rized and encouraged, or limited, to pursue achievement of objectives or address issues
as they arise.

157 Key roles and responsibilities assigned across the organization typically include
thefollowing:

The board of directors stays informed and challenges senior management as

necessary to provide guidance on significant decisions.

Senior management, which includes the chief executive officer or equivalent

organizational leader and senior management team, is ultimately responsible
to the board of directors and other stakeholders for establishing directives,
guidance, and control to enable management and other personnel to under-
stand and carry out their responsibilities.

Internal Control Integrated Framework December 2011 37

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

Management, which includes supervisors and decision-makers executes

senior management directives at entity and its subunits.

Personnel, which includes all employees of the entity, are expected to under-
stand the entitys standards of conduct, objectives as defined in relation to
their area of responsibility, assessed risks to those objectives, related control
activities at their respective levels of the entity, information and communica-
tion flow, and any monitoring activities relevant to achieving objectives.

The organization provides personnel with direct responsibility over outsourced

processes conducted by service providers. Outsourced service providers
are provided with clear and concise contractual terms related to the entitys
objectives and expectations of conduct and performance, competence levels,
expected information, and communication flow. They may execute business
processes on behalf of or together with management, who remains respon-
sible for internal control.

158 Organizations delegate authority and responsibility to enable management and other
personnel to make decisions according to managements directives toward the achieve-
ment of the entitys objectives. An organization may define or revisit its structures by

Draft for Public Exposure

reducing layers of senior management, delegating more authority and responsibility to
lower levels, shifting activities to outsourced service providers, or partnering with other
organizations. For example, a sales organization may empower its managers to sell at a
greater discount to gain market share. However, the authority and responsibility would
be delegated only to those who demonstrate the competence to make adequate deci-
sions, consistently adhere to the entitys standards of conduct, policies and procedures,
and understand the consequences of the risks they take.

159 Delegation of authority provides for greater agility, but it also increases the complexity
of risks to be managed. Senior management with guidance from the board of directors
provide the basis for determining what is or is not acceptable, such as non-compliance
with the organizations regulatory or contractual obligations.

Limitation of Authority
160 Delegating authority empowers people to act as needed in a given role, but it is also
necessary to outline the limitations of authority. Authority is limited as necessary
sothat:

Delegation occurs only to the extent required to achieve the entitys objectives
(e.g., review and approval of new products involves the requisite business and
support functions, separate from the sales execution team).

Decision making is based on sound practices for identifying and assessing

risks (e.g., sizing risks and weighing potential losses versus gains in determin-
ing which risks to accept and how they are to be managed).

Duties are segregated to reduce the risk of inappropriate conduct in the

pursuit of objectives, and requisite checks and balances occur from the
highest to the lowest levels of the organization (e.g., defining roles, respon-
sibilities, and performance measures in a manner to reduce any potential for
conflicts of interest).

38 Internal Control Integrated Framework December 2011

 Components of Internal Control | Control Environment

Technology is leveraged as appropriate to facilitate the definition and limitation

of roles and responsibilities within the workflow of business processes (e.g.,
different access levels to enterprise resource planning systems at corporate
and subsidiary levels, access privileges granted to on-line customers, busi-
ness partners, and others).

Third-party service providers who are tasked with carrying out activities on
behalf of an entity understand the extent of their decision-making capabilities.

Principle 4.

Demonstrates Commitment to Competence

The organization demonstrates a commitment to
attract, develop, and retain competent individuals in
alignment with objectives.

Draft for Public Exposure

Policies and Practices
161 Policies and practices are the high-level guidance and behaviors that reflect the
expectations and requirements of investors, regulators, and other stakeholders. They
provide the foundation for defining the competence needed within the organiza-
tion and provide the basis for more detailed procedures for executing and evaluating
performance as well as determining remedial actions, as necessary. Such policies and
practicesprovide:

Requirements and rationale (e.g., implications of product safety laws, regula-

tions, and standards for the entity).

Skills and conduct necessary to support internal control in the achievement of

the entitys objectives (e.g., knowledge of the operation of technology plat-
forms underpinning business processes).

Defined accountability for performance of key business functions (e.g.,

defined owners of product safety and areas of applicability within
theorganization).

Basis for evaluating shortcomings and defining remedial actions, as neces-

sary (e.g., correcting a process or sharpening the skills of management and
other personnel).

Means to react dynamically to change (e.g., new regulatory requirements,

new risks identified, or internal decision to modify business processes are
reflected in policies and practices and cascade throughout applicable operat-
ing procedures).

162 Policies and practices enable the focus on competence to permeate the organiza-
tion, starting with the board of directors relative to the chief executive officer, the chief
executive officer relative to senior management, and cascading down to various levels
of management. The resulting commitment to competence facilitates measuring the

Internal Control Integrated Framework December 2011 39

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

achievement of objectives at all levels of the organization and by outsourced service

providers by establishing how processes should be carried out and what skills and
behaviors should be applied.

Commitment to Competence
163 Competence is the qualification to carry out assigned responsibilities and requires
relevant skills and expertise, which are gained largely from professional experience,
training, and certifications. It is expressed in individuals attitude and behavior carrying
out their responsibilities.

164 The human resources function of an organization can often help define competence and
staffing levels by job role, facilitating training and maintaining completion records and
evaluating the relevance and adequacy of individual professional development in rela-
tion to the entitys needs.

165 The organization defines competence requirements as needed to support the achieve-
ment of objectives, considering, for instance:

Draft for Public Exposure

Knowledge, skills, and experience needed.

Nature and degree of judgment and limitations of authority to be applied to a

specific position.

Cost-benefit analysis of different levels of skills and experience.

Trade-off between the extent of supervision and the requisite competence

level of the individual.

166 The board of directors evaluates the competence of the chief executive officer and,
in turn, management evaluates competence across the organization and outsourced
service providers in relation to established policies and practices, and then acts as nec-
essary to address any shortcomings or excesses. In particular, a changing risk profile
may cause the organization to shift resources toward areas of the business that require
greater attention. For example, as a company brings a new product to market, it may
elect to increase staffing in its sales and marketing teams, or as a new applicable regu-
lation is issued, it may focus on those individuals responsible for implementation. Short-
comings may arise relating to staffing levels, skills, expertise, or a combination of such
factors. Management is responsible for acting on such shortcomings in a timelymanner.

Attracting, Developing, and Retaining Individuals

167 The commitment to competence is supported by and embedded in the human resource
processes for attracting developing, evaluating, and retaining the right fit of manage-
ment, other personnel, and outsourced service providers. The adequate number of
resources is determined and periodically readjusted considering the relative importance
of risks to be mitigated to support the achievement of the entitys objectives. Manage-
ment at different levels define policies, procedures, structures, and processes to:

40 Internal Control Integrated Framework December 2011

 Components of Internal Control | Control Environment

AttractConduct formal, in-depth employment interviews to describe the

entitys history, culture, and operating style, run background/reference
checks, and conduct procedures to determine whether a particular can-
didate fits with the organizational needs and has the competence for the
proposedrole.

TrainEnable individuals to develop competencies appropriate for assigned

roles and responsibilities, reinforce standards of conduct and expected levels
of competence for particular assignments, tailor training based on roles
and needs, and consider a mix of delivery techniques, including classroom
instruction, self-study, and on-the-job training.

MentorProvide guidance on the individuals performance toward expected

standards of conduct and competence, align the individuals skills and exper-
tise with the entitys objectives, and help personnel adapt to an evolving
environment.

EvaluateMeasure the performance of individuals in relation to the achieve-

ment of objectives and demonstration of expected conduct, and against
service-level agreements or other agreed-upon standards for recruiting and

Draft for Public Exposure

compensating outsourced service providers.

RetainProvide incentives to motivate and reinforce expected levels of

performance and desired conduct, including training and credentialing as
appropriate

168 Through this process, any behavior not consistent with standards of conduct, policies
and practices, and internal control responsibilities is identified, assessed, and corrected
in a timely manner or otherwise addressed at all levels of the organization. This enables
the organization to actively address competence to support the achievement of the
entitys objectives considering costs and benefits.

Plans and Prepares for Succession

Management continually identifies and assesses those performing functions that are
169
deemed essential to achieving the entitys objectives. The importance of each role is
determined by assessing what the impact would be if that role was temporarily or per-
manently unfilled. For instance, the chief executive officer and other members of senior
management, strategic suppliers, and key channel partners are functions that typically
require plans to be put in place to make sure those objectives can still be achieved,
even in the absence of the individual filling the role.

170 Senior management and the board of directors develop contingency plans for assign-
ing responsibilities important to internal control. In particular, succession plans for key
executives are defined, and succession candidates are trained and coached for assum-
ing the target role.

Internal Control Integrated Framework December 2011 41

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

171 Succession planning is also undertaken when significant functions are delegated
through contractual arrangements to outsourced service providers. Where an orga-
nization places considerable reliance on an external party and the organization has
assessed the risk of that providers processes or systems breaking down as having a
direct impact on the entitys ability to achieve its objectives, some form of succession
plan may be needed. Measures to provide for ongoing knowledge sharing and docu-
mentation ease the succession to a new provider when necessary.

Principle 5.

Enforces Accountability
The organization holds individuals accountable for
their internal control responsibilities in the pursuit
ofobjectives.

Accountability for Internal Control

Draft for Public Exposure 172 The board of directors ultimately holds the chief executive officer accountable for inter-
nal control in the achievement of the entitys objectives. The CEO and senior manage-
ment, in turn, are responsible for designing, implementing, conducting, and periodically
evaluating whether the defined structures, authorities, and responsibilities establish
accountability for internal control at all levels of the organization. Accountability refers
to the level of ownership for and commitment to the performance of internal control
in the pursuit of objectives. Outsourced service providers may be used to carry out
responsibilities together with or on behalf of management, yet accountability for internal
control remains with management. For all entity structures and levels of authority and
responsibility, accountability for internal control is applied to support day-to-day deci-
sion making, attitudes, and actions. Management and the board establish the mecha-
nisms to communicate and hold personnel accountable for their performance of internal
control responsibilities across the organization and take appropriate corrective action
as necessary.

173 Accountability for internal control is demonstrated in each form of organizational struc-
ture used by the entity. For example, a manager whose responsibilities include uphold-
ing fair trade practices is accountable to the legal entity, business unit, geography, or
other existing structural entity.

174 Accountability is interconnected with leadership, insofar as the tone at the top and at
various levels of the organization is strong where internal control responsibilities are
understood, carried out, and reinforced. Tone helps to establish and enforce account-
ability through:

Clarity of expectations from senior management and the board of directors,

addressing issues such as integrity and ethics, conflict of interest, illegal or
otherwise improper activities, and anticompetitive arrangements (e.g., a code
of conduct is developed and communicated to all employees and outsourced
service providers, and enforced).

42 Internal Control Integrated Framework December 2011

 Components of Internal Control | Control Environment

Managements philosophy and operating style, expressed in the form of the

consciousness, formality, persistence and other attitudes of management
toward internal control, impacting how the organization treats its employees,
customers, suppliers, and the broader community (e.g. an entity that has been
successful taking significant risks may have a different outlook on internal
control than one that has faced harsh economic or regulatory consequences
as a result of venturing into dangerous territory).

Control and information flow (e.g., how decisions are made and communi-
cated and the extent to which cross-organizational collaboration is enabled).

Upward and other communications channels for employees and outsourced

service providers to feel comfortable reporting violations of ethical standards
(e.g., anonymous or confidential communication channels are made available).

Employee commitment toward collective objectives (e.g., alignment of indi-

vidual goals and performance with the entitys objectives).

Managements response to deviations from expected standards and behav-

iors (e.g., notices, terminations, and/or other corrective actions that ensue
from failing to adhere to organizational standards, performance evaluation and

Draft for Public Exposure

reward structures are commensurate with the achievement of the organiza-
tions objectives).

175 Accountability is driven by tone at the top and supported by the commitment to integrity
and ethical values, competence, structure, and other elements of internal control, which
collectively influence the control culture of the organization. Corrective action is taken
as necessary to re-establish the necessary accountability for internal control.

Performance Measures, Incentives, and Rewards

176 Performance is greatly influenced by the extent to which individuals believe they will be
held accountable and compensated fairly.

177 Management and the board of directors establish performance measures, incentives,
and other rewards appropriate for responsibilities at all levels of the entity, considering
the achievement of both short-term and longer-term objectives. To support the entitys
short- and long-term objectives, performance measures are balanced to reward suc-
cesses and discipline behaviors as necessary in line with the range of objectives. Con-
sider, for example, a company seeking to win customer loyalty with quality products.
The company seeks to reduce its production defect rate and therefore aligns its per-
formance measures, incentives, and rewards with both the operating units production
goals and the expectations to comply with product safety standards, employee wage
laws, or product warranty financial data reporting outcomes.

178 Performance measures, incentives, and rewards support an effective system of internal
control insofar as they are adapted to the entitys objectives. The following table illus-
trates key success measures and considerations:

Internal Control Integrated Framework December 2011 43

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

Success Measures Considerations

Clear Objectives Consider all levels of personnel to support the achievement
of the entitys objectives.
Consider the multiple dimensions of expected conduct
and performance of the organization, outsourced service
providers and business partners (e.g., per service-level
agreements), define objectives and related incentives and
pressures.
Define metrics to transform disparate data into meaningful
information on performance.
Defined Implications Communicate/reinforce the entitys objectives and how each
area and level of the organization is expected to support the
achievement of objectives.
Identify and discuss events that the market has rewarded in
the past and those that the market has punished.
Communicate consequences (positive and negative) of not
achieving or fully/partially achieving specific entity objectives.
Meaningful Metrics Identify and align performance measures with the significant
sources of value creationand destructionfor the entity.
M
easure expected versus actual conduct and the impact of

Draft for Public Exposure

the deviations, both positive and otherwise.
Assess the expected impact of performance on risk, opera-
tional improvement, and business performance.
Adjustment to Changes Adjust performance measures regularly based on a system-
atic and continuous evaluation of the potential impacts of
risks as these evolve over time as well as the quantification of
the associated rewards.

179 Incentives provide the motivation for management and other personnel to perform.
Salary increases and bonuses are commonly used, but greater responsibility, visibility,
recognition, and other forms of non-monetary reward are other effective positive incen-
tives. Management reviews the organizations measurement and reward structures to
ensure that they do not create incentives for inappropriate conduct (e.g., lack of balance
between revenue goals and other objectives key to the viability of the business can
create conduct that is not in line with expected standards of conduct). Similarly, com-
pensation and reward structures, including hiring and promotion structures, incorporate
the review of historical conduct against expectations of ethical behavior. Individuals who
do not adhere to the entitys standards of conduct are sanctioned and not promoted or
otherwise rewarded.

180 Regardless of the form they take, incentives drive behavior. An entity that limits its focus
to only increasing the bottom line is more likely to experience unwanted behavior such
as manipulation of the financial statements or accounting records, high-pressure sales
tactics, negotiations directed to increase quarterly sales or profit at any cost, or implicit
offers of kickbacks.

181 Management and the board regularly evaluate the performance of individuals and
teams in relation to defined performance measures, which include business per-
formance factors as well as adherence and support for standards of conduct and
demonstratedcompetence.

44 Internal Control Integrated Framework December 2011

 Components of Internal Control | Control Environment

182 Performance measures are reviewed periodically for ongoing relevance and adequacy in
relation to incentives and rewards. If necessary, internal or external factors are realigned
to objectives and other expectations of management, personnel, and outside providers.

Pressures
183 Management and the board of directors establish goals and targets toward the achieve-
ment of objectives that by their nature create pressures within the organization. Pres-
sures can also result from cyclical variations of certain activities, which organizations
have the ability to influence by rebalancing workloads or increasing resource levels, as
appropriate, to reduce the risk of employees cutting corners where it could be detri-
mental to the achievement of objectives.

184 These pressures which are further impacted by the internal or external environment can
positively motivate individuals to meet expectations of conduct and performance, both
in the short and long term. However, undue pressures can cause employees to circum-
vent processes or undertake fraudulent activity or corruption.

185 Excessive pressures are most commonly associated with:

Draft for Public Exposure

Unrealistic performance targets, particularly for short-term results.

Conflicting objectives of different stakeholders.

Imbalance between rewards for short-term financial performance and those

for long-term focused stakeholders, such as corporate sustainability goals.

186 For example, pressure to generate sales levels that are not commensurate with market
opportunities can lead sales managers to falsify numbers or engage in bribery or other
illicit acts. Pressures to demonstrate the profitability of investments can cause traders
to take off-strategy risks to cover incurred losses. Similarly, pressures to rush a product
to market and generate revenues quickly may cause personnel to take shortcuts on
product development or safety testing, which can be harmful to consumers or lead to
poor acceptance or impaired reputation.

187 To align individual and business unit objectives to those of the entity, the organization
considers how risks are taken and managed as a basis for compensation and other
rewards. For example, as traders take risks on behalf of their clients and the orga-
nization, they are aware that their remuneration, advancement, and position can be
boosted, reduced, or lost depending on their performance. Incentive structures that fail
to adequately consider the risks associated with the business model can cause inap-
propriate behavior.

188 Other business changes, such as changes in strategy, organizational design, and acqui-
sition/divestiture activity also create pressures. Management and the board need to
understand those pressures and balance them with appropriate messaging and incen-
tives/rewards. Management and the board set and adjust as appropriate the pressures
on incentives and rewards when assigning responsibilities, designing performance
measures, and evaluating performance. It is their responsibility to guide those to whom
they have delegated authority to make appropriate decisions in the course of doing
business. For example, organizations often view financial performance, development of

Internal Control Integrated Framework December 2011 45

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

189 competencies, and timely and accurate reporting to stakeholders as their most critical
objectives for the viability of the business. They also recognize and expect management
and other personnel as well as outsourced service providers and business partners to
preserve at all times the quality of products or services delivered, safety of personnel
performing its functions, and other factors that could create a moral hazard or damage
the entitys reputation.

Performance Evaluation and Reward

190 Just as performance objectives are cascaded down from the board of directors to
the chief executive officer, to senior management and other personnel, performance
evaluation is conducted at each of these levels. The board of directors evaluates the
performance of the CEO, who in turn evaluates that of the senior management team,
and so on. At each level, adherence to standards of conduct and expected levels of
competence is evaluated, and rewards are allocated or disciplinary action is exercised
as appropriate. Rewards may be in the form of money, equity, recognition, or career
progression. The results of these evaluations are communicated and acted upon with
rewards or sanctions as applicable to influence desired behavior.

Draft for Public Exposure

191 Compensation policies and practices are based on the compensation philosophy of the
organization, which considers the competitive positioning it seeks to achieve (methods
and levels of incentive and compensation to attract the highest caliber talent need to
be superior to offers from peers in the industry). Compensation and other rewards are
awarded on the basis of performance evaluation, competencies, and skill acquisition,
as well as available market pricing information, with the goal of retaining high perform-
ers and encouraging attrition of lower-end performers. Human Resources manage the
process of obtaining, processing, and communicating the relevant information to appro-
priate levels of management and other personnel.

192 Performance is measured in relation to the achievement of objectives and the ability to
manage within risk tolerance levels considering both the short and long term. As such, it
considers both historical (retrospective) and forward-looking (prospective) risks.

46 Internal Control Integrated Framework December 2011

 Components of Internal Control | Control Environment

Summary of Principles and Attributes Relating to

Control Environment
193 Noted below are the five principles and related twenty-one attributes for
ControlEnvironment.

Demonstrates Commitment to Integrity and

Ethical Values
1. The organization demonstrates a commitment to integrity and ethical values.

Sets the Tone at the TopThe board of directors and management at all
levels of the entity demonstrate through their directives, actions, and behav-
ior the importance of integrity and ethical values to support the functioning
of the system of internal control.

Establishes Standards of ConductThe expectations of the board

of directors and senior management concerning integrity and ethical
values are defined in the entitys standards of conduct and understood

Draft for Public Exposure

at all levels of the organization and by outsourced service providers and
businesspartners.

Evaluates Adherence to Standards of ConductProcesses are in place

to evaluate the performance of individuals and teams against the entitys
expected standards ofconduct.

Addresses Deviations in a Timely MannerDeviations of the entitys

expected standards of conduct are identified and remedied in a timely and
consistent manner.

Exercises Oversight Responsibility

2. The board of directors demonstrates independence of management and exer-
cises oversight for the development and performance of internal control.

Establishes Board of Directors Oversight ResponsibilitiesThe board of

directors identifies and accepts its oversight responsibilities in relation to
established requirements and expectations.

Retains or Delegates Oversight ResponsibilitiesThe board of directors

retains oversight responsibilities or delegates these to senior management
as required to support the achievement of objectives.

Applies Relevant ExpertiseThe board of directors defines and peri-

odically assesses the essential knowledge and skills needed among its
members to enable them to ask probing questions of senior management
and take commensurate actions.

Operates IndependentlyThe board of directors has sufficient members

who are independent of the organization and demonstrate objectivity.

Internal Control Integrated Framework December 2011 47

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

Provides OversightThe board of directors guides, directs, and reviews the

development and performance of the system of internal control:

Control EnvironmentEstablishing integrity and ethical values, structure,

authority and responsibility, competence, and accountability throughout
theorganization.

Risk AssessmentReviewing and commenting on managements assess-

ment of risks to the achievement of objectives, including the potential impact
of significant changes, fraud, and management override of internalcontrol.

Control ActivitiesProviding guidance to senior management around the

selection, development, and deployment of control activities.

Information and CommunicationObtaining, reviewing and discussing

information relating to the entitys achievement of objectives.

Monitoring ActivitiesAssessing and overseeing the nature and scope

of monitoring activities and managements evaluation and remediation
ofdeficiencies.

Draft for Public Exposure Establishes Structure, Authority, and Responsibility

3. Management establishes, with board oversight, structures, reporting lines, and
appropriate authorities and responsibilities in the pursuit of objectives.

Considers All Structures of the EntityManagement and the board of

directors consider the multiple structures used (including operating units,
legal entities, and outsourced service providers) to support the achievement
of objectives.

Establishes Reporting LinesManagement designs and evaluates lines

of reporting for each entity structure to enable execution of authorities and
responsibilities and flow of information to manage the activities of the entity.

Defines, Assigns, and Limits Authorities and ResponsibilitiesManage-

ment and the board of directors delegate authority, define, and assign
responsibility and segregate duties as appropriate at the various levels of
the organization:

Board of DirectorsRetains authority over significant decisions and

reviews managements assignments and limitations of authorities and
responsibilities.

Senior ManagementEstablishes directives, guidance, and control to

enable management and other personnel to understand and carry out their
internal control responsibilities.

ManagementGuides and facilitates the execution of senior management

directives at entity and its subunits.

48 Internal Control Integrated Framework December 2011

 Components of Internal Control | Control Environment

PersonnelUnderstands the entitys standard of conduct, assessed risks to

objectives, and the related control activities at their respective levels of the
entity, the expected information and communication flow, and monitoring
activities relevant to their achievement of the objectives.

Outsourced Service ProvidersAdheres to managements definition of the

scope of authority and responsibility for all non-employees engaged.

Demonstrates Commitment to Competence

4. The organization demonstrates a commitment to attract, develop, and retain
competentindividuals in alignment with objectives.

Establishes Policies and PracticesPolicies and practices reflect the orga-

nizations expectations of competence necessary to support the achieve-
ment of objectives.

Attracts, Develops, and Retains IndividualsThe organization provides

the mentoring and training needed to attract, develop, and retain sufficient

Draft for Public Exposure

and competent personnel and outsourced service providers to support the
achievement ofobjectives.

Evaluates Competence and Addresses ShortcomingsThe board of

directors and management evaluate competence across the organization
and in outsourced service providers in relation to established policies and
practices, and acts as necessary to address shortcomings.

Plans and Prepares for SuccessionSenior management and the board

of directors develop contingency plans for assignments of responsibility
important for internalcontrol.

Enforces Accountability
5. The organization holds individuals accountable for their internal control respon-
sibilities in the pursuit of objectives.

Enforces Accountability through Structures, Authorities, and Responsibil-

itiesManagement and the board of directors establish the mechanisms to
communicate and hold individuals accountable for performance of internal
control responsibilities across the organization and implement corrective
action as necessary.

Establishes Performance Measures, Incentives, and RewardsManage-

ment and the board of directors establish performance measures, incen-
tives, and other rewards appropriate for responsibilities at all levels of the
entity, reflecting appropriate dimensions of performance and expected
standards of conduct, and considering the achievement of both short-term
and longer-term objectives.

Internal Control Integrated Framework December 2011 49

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

Evaluates Performance Measures, Incentives, and Rewards for Ongoing

RelevanceManagement and the board of directors align incentives and
rewards with the fulfillment of internal control responsibilities in the achieve-
ment of objectives.

Considers Excessive PressuresManagement and the board of directors

evaluate and adjust pressures associated with the achievement of objec-
tives as they assign responsibilities, develop performance measures, and
evaluate performance.

Evaluates Performance and Rewards or Disciplines IndividualsManage-

ment and the board of directors evaluate performance of internal control
responsibilities, including adherence to standards of conduct and expected
levels of competence and provide rewards or exercise disciplinary action
asappropriate.

Draft for Public Exposure

50 Internal Control Integrated Framework December 2011

 Components of Internal Control | Risk Assessment

Risk Assessment

Chapter Summary:

194 Every entity faces a variety of risks from external and internal sources. Risk
is defined as the possibility that an event will occur and adversely affect the
achievement of objectives. Risk assessment involves a dynamic and itera-
tive process for identifying and assessing risks to the achievement of objec-
tives. Risks to the achievement of these objectives from across the entity
are considered relative to established risk tolerances. Thus, risk assessment
forms the basis for determining how risks will be managed. A precondi-
tion to risk assessment is the establishment of objectives, linked at different
levels of the entity. Management specifies objectives within categories of

Draft for Public Exposure

operations, reporting, and compliance with sufficient clarity to be able to
identify and analyze risks to those objectives. Risk assessment also requires
management to consider the impact of possible changes in the external
environment and within its own business model that may render internal
controlineffective.

Principles relating to the Risk Assessment component

6. The organization specifies objectives with sufficient clarity to enable the

identification and assessment of risks relating to objectives.

7. The organization identifies risks to the achievement of its objectives

across the entity and analyzes risks as a basis for determining how the
risks should be managed.

8. The organization considers the potential for fraud in assessing risks to

the achievement of objectives.

9. The organization identifies and assesses changes that could significantly

impact the system of internal control.

Internal Control Integrated Framework December 2011 51

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

Introduction
195 All entities, regardless of size, structure,
nature, or industry, encounter risks at all
levels. Risk is defined in this Framework as

e
nc
ng
s
ion
the possibility that an event will occur and

lia
rti
rat

mp
po
e
adversely affect the achievement of objec-

Re

Co
Op

Operating Unit
tives. As part of the process of identify-

Function
ing and assessing risks, an organization Control Environment

may also identify opportunities, which

Entity Level
Division
are the possibility that an event will occur Risk Assessment
and positively affect the achievement
of objectives. These opportunities are Control Activities

important to capture and to channel back

to the strategy or objective-setting pro- Information & Communication

cesses. However, identifying and assess-

ing potential opportunities is not a part of Monitoring Activities

internalcontrol.

Draft for Public Exposure

196 Risks affect an entitys ability to succeed, compete within its industry, maintain its
financial strength and positive reputation, and maintain the overall quality of its prod-
ucts, services, and people. There is no practical way to reduce risk to zero. Indeed, the
decision to be in business incurs risk. Management must determine how much risk is to
be prudently accepted, strive to maintain risk within these levels, and understand how
much tolerance it has for exceeding its target risk levels.

197 A precondition to risk assessment is the establishment of measurable objectives, linked

at various levels of the entity. These objectives align with and support the entity in the
pursuit of its strategic direction. While setting strategies and objectives is not part of
the internal control process, objectives form the basis upon which risk assessment
approaches are implemented and performed and subsequent control activities are
established. As part of internal control, management specifies objectives and groups
them within broad categories at all levels of the entity, relating to operations, reporting,
and compliance. The grouping of objectives within these categories allows for the risks
to the achievement of those objectives to be identified and assessed. Where objectives
within these categories are unclear or where it is unclear how these objectives support
the strategic direction, management communicates this concern for input to the strat-
egy-setting and objective-setting process.

198 Risk often increases when objectives differ from past performance, and when manage-
ment implements change. An entity often does not set explicit objectives when it con-
siders its performance to be acceptable. For example, an entity might view its historical
service to customers as acceptable and therefore not set specific goals on maintaining
current levels of service. However, as part of the risk assessment process, the organiza-
tion does need to have a common understanding of entity-level objectives relevant to
operations, reporting, and compliance and how those cascade into the organization.

52 Internal Control Integrated Framework December 2011

 Components of Internal Control | Risk Assessment

Risk Tolerance
199 Risk tolerance is the acceptable level of variation in performance relative to the achieve-
ment of objectives. Operating within risk tolerance provides management greater
confidence that the entity will achieve its objectives. Risk tolerance may be expressed
in different ways to suit each category of objectives. For instance, when considering
financial reporting, risk tolerance is typically expressed in terms of materiality, whereas
for compliance and operations, risk tolerance is often expressed in terms of the accept-
able level of variation in performance.

200 Risk tolerance is normally determined as part of the objective-setting process, and as
with setting objectives, setting tolerance levels is a precondition for determining risk
responses and related control activities. Management may exercise significant discre-
tion in setting risk tolerance and managing risks when there are no external require-
ments. However, when there are external requirements, such as those relating to exter-
nal reporting and compliance objectives, management considers risk tolerance within
the context of established laws, regulations, and external standards.

201 As well, senior management considers the relative importance of the competing objec-

Draft for Public Exposure

tives and differing priorities for pursuing these objectives. For instance, a chief operat-
ing officer may view operations objectives as requiring a higher level of precision than
materiality considerations in reporting objectives, and vice versa for the chief financial
officer. However, it would be problematic for public companies to overemphasize opera-
tional objectives to an extent that adversely impacts the reliability of financial report-
ing. These views are considered as part of the strategic planning and objective-setting
process with tolerances set accordingly. This kind of decision may also impact the level
of resources allocated to pursuing the achievement of those respective objectives.

202 Performance measures are used to help an entity operate within established risk toler-
ance. Risk tolerance is often best measured in the same unit as the related objectives.
For example, a company:

Targets on-time delivery at 98%, with acceptable variation in the range of 97%
to 100%.

Targets training with 90% of those taking the training attaining a pass rate, but
accepts that only 75% of those taking the test may pass.

Expects staff to respond to all customer complaints within 24 hours, but

accepts that up to 10% of complaints may receive a response within 36 hours.

Internal Control Integrated Framework December 2011 53

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

Principle 6.

Specifies Relevant Objectives

The organization specifies objectives with sufficient
clarity to enable the identification and assessment of
risks relating to objectives.

Operations Objectives
203 Operations objectives reflect management choices within the particular business,
industry, and economic environments in which the entity functions. For instance, a
municipal government sets out several operations objectives, each supported by initia-
tives and measurable criteria. Among its objectives are to, for example:

Implement public engagement activities for a greenhouse gas

reductionprogram.

Increase focus on seatbelt use, speeding, impaired driving, and intersection

Draft for Public Exposure

enforcement initiatives.

Implement water rates relative to industrial and residential

consumptionpatterns.

204 A for-profit entity may set operations objectives that focus on the efficient uses of
resources. For instance, a larger retailer has among its objectives to:

Provide customers with a broad range of merchandise at prices consistently

lower than its competitors.

Increase inventory turnover ratio to twelve times per year.

Lower its CO2 emissions and reduces and recycles packaging material.

Broaden the number of vendors to speed up time to market and reduce expo-
sure to loss of supply from any one vendor.

205 A clear set of operations objectives provides a clear focus on which the entity will
commit substantial resources needed to attain desired performance goals. These
include goals relating to financial performance, which pertain to all types of entities. A
for-profit-entity may focus on revenue, profitability, liquidity, or some other measure,
while a not-for profit or governmental agency may have less financial emphasis overall,
but still pursue goals relating to revenue, liquidity, and spending. If an entitys operations
objectives are not clear or well conceived, its resources may be misdirected.

206 As part of operations objectives, management also specifies risk tolerance set during
the objective-setting process. For operations objectives, risk tolerance may be
expressed in relation to the acceptable level of variation relative to the objective.

54 Internal Control Integrated Framework December 2011

 Components of Internal Control | Risk Assessment

Reporting Objectives
207 Reporting objectives pertain to the preparation of reliable reports. These reporting
objectives may relate to financial or non-financial reporting. This category of objectives
includes internal financial reporting, external financial reporting, internal non-financial
reporting, and external non-financial reporting. Internal reporting objectives are driven
by the entitys strategic directions and by reporting expectations at various levels of the
entity. External reporting objectives are driven primarily by rules, regulations, and stan-
dards established by governments, regulators, accounting bodies, and other standard-
setting organizations.

External Financial Reporting Objectives

208 Entities need to achieve financial reporting objectives to meet external obligations.
Reliable financial statements and financial information are a prerequisite to accessing
capital markets and may be critical to the awarding of contracts or to dealing with sup-
pliers. Investors, analysts, and creditors may use financial statements and other finan-
cial information to assess the entitys performance and to compare it with peers and
alternative investments.

Draft for Public Exposure

209 Financial reporting objectives are consistent with accounting principles suitable and
available for that entity and appropriate in the circumstances. External financial report-
ing objectives address the preparation of reliable financial reports, including published
financial statements, financial statements distributed only to specified external users,
and financial information derived from an entitys financial or management accounting
books and records.

Published financial statements include annual and interim financial state-

ments, condensed financial statements, and selected financial information
derived from such statements. These statements may, for instance, be pub-
licly filed with a regulator, distributed through annual meetings, posted to an
entitys website, or distributed through other electronic media. External finan-
cial reporting objectives relating to published financial statements are typically
established by standards setters and regulators.

Financial statements distributed only to specified external users may include,

for instance, reporting to a bank that has financial covenants established in
a loan agreement, to taxing authorities in connection with the filing of tax
returns, and to a funding agency by a not-for-profit entity where such state-
ments are not made public. External financial reporting objectives relating
to these financial statements are typically driven by standard setters and
regulators or by accounting requirements established through contracts and
agreements.

Other financial reporting derived from an entitys financial and management

books and records rather than from published financial statements may
include earnings releases, selected financial information posted to an entitys
website, and select amounts reported in regulatory filings. External financial
reporting objectives relating to financial information derived from an entitys
financial accounting books and records may not be driven directly by stan-
dard setters and regulators, but are typically expected by stakeholders to
align with such standards and regulations.

Internal Control Integrated Framework December 2011 55

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

210 External financial reporting reflects underlying transactions and events to show the
qualitative characteristics and assertions that underlie financial statements established
by the respective accounting standard setters. There are many sources of such char-
acteristics and assertions relating to financial reporting. One grouping of qualitative
characteristics of external financial statements includes:9,10

Understandabilityallows for reasonable expertise on the part of the users.

Relevancethe ability to influence users economic decision by helping or

confirming the evaluation of events of the past, present, or future. Materiality
is a subsidiary concept of relevance.

Reliabilityrequired before information can be useful and requires information

to be free of material error and bias.

Comparabilityover time and from one entity to another. This requires consis-
tency, and the disclosure of accounting policies and any changes in them.

211 Inherent in relevance is the concept of financial statement materiality. Materiality sets
the threshold for determining whether a financial amount is relevant. Information is
material if its omission or misstatement could influence the decision of users taken on

Draft for Public Exposure

the basis of the financial reporting. Materiality depends on the size of the item or error
judged in the particular circumstances of its omission or misstatement.11 With external
reporting, materiality reflects the required level of precision and accuracy suitable for
external users needs and presents the underlying entity activities, transactions, and
events within the range of acceptable limits.

212 The term reliability as used with external financial reporting objectives involves pre-
paring financial statements that are free of material error and bias. Reliability is also
necessary for the information to faithfully represent the transactions or other events it
purports to represent.12 External reporting also reflects the required level of precision
and accuracy suitable for internal needs and the underlying entity activities, presenting
transactions, and events within a range of acceptable limits.

213 The qualitative characteristics noted above are applied along with appropriate account-
ing standards and assertions. These assertions typically fall into the categories
relatingto:

Classes of transactions and events for the period.

Account balances at the period end.

Presentation and disclosure.13

9 Derived from International Financial Reporting Standards paragraphs 2.19 through 2.26.
10 Some jurisdictions may describe financial statement assertions using terms such as existence or occur-
rence, completeness, valuation or allocation, rights and obligations, and presentation and disclosure.
11 Derived from International Financial Reporting Standards paragraph 2.26. Some jurisdictions will have
other descriptions of materiality.
12 Derived from International Financial Reporting Standards paragraph 2.21.
13 Derived from International Accounting Standards Board (IASB) International Standards on Auditing 315.

56 Internal Control Integrated Framework December 2011

 Components of Internal Control | Risk Assessment

External Non-Financial External Reporting Objectives

214 Management may also report information externally consistent with non-financial exter-
nal standards or frameworks. For example, where management operates in accordance
with the International Organization for Standardization (ISO) standards for quality man-
agement, it may report publicly on its operations. The entity may have an independent
audit conducted and report on the entitys conformance with ISO 9001. Another entity
may apply chain of custody standards through which its products are distributed from
their origin in the forest to their end use. The entity attains an annual certification that
demonstrates its responsible production and consumption of forest products and pub-
licly reports this information.

215 As with financial reporting, non-financial reporting:

Classifies and summarizes information in a reasonable manner and at the

appropriate level of detail so that it is neither too detailed nor too condensed.

Reflects the underlying entity activities.

Presents transactions and events within the required level of precision and
accuracy suitable for user needs.

Draft for Public Exposure

Uses criteria established by the third parties and as set out in external stan-
dards or frameworks, as appropriate.

216 As with external financial reporting, other types of external reporting reflect the required
level of precision and accuracy suitable for external users needs and the underlying
entity activities, presenting transactions and events within a range of acceptable limits.

Internal Reporting Objectives

217 Reliable internal reporting, including balanced scorecards and performance dash-
boards, provides management with accurate and complete information needed to
manage the organization. It supports managements decision making and monitoring
of the entitys activities and performance. Examples of internal reports include results
of marketing programs, daily sales flash reports, production quality, and employee and
customer satisfaction results. Internal reporting objectives are based on preferences,
judgment, and management style. Internal reporting objectives vary among entities
because different organizations have different goals, strategic directions, and levels of
risk tolerance. As with external reporting, internal reporting reflects the required level of
precision and accuracy suitable for internal needs and the underlying entity activities,
presenting transactions and events within a range of acceptable limits.

218 Many organizations will apply external standards to assist in managing their operations.
Such standards may relate to the control over technology, human resource manage-
ment, or records management. However, as standards that apply to external reporting
may not apply to internal reporting, management may choose to set different levels of
acceptable variation for external and internal reporting.

Internal Control Integrated Framework December 2011 57

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

Compliance Objectives
219 Entities must conduct their activities, and often take specific actions, in accordance
with applicable laws and regulations. As part of specifying compliance objectives, the
organization needs to understand which laws and regulations apply across the entity.
Many laws and regulations are generally well known, such as those relating to reporting
on anti-bribery, fair labor practices, and environmental compliance, but others may not
be as well known to the organization, such as those that apply to operations in a remote
foreign territory.

220 Many laws and regulations depend on external factors and tend to be similar across all
entities in some cases and across an industry in others. These requirements may relate,
for example, to markets, pricing, taxes, the environment, employee welfare, or interna-
tional trade. Many entities will establish objectives such as:

Preventing and detecting criminal conduct and other wrongdoing.

Preparing and filing tax returns in accordance with regulatory requirements.

Labeling nutritional information on food packaging in accordance with appli-

cable guidelines.

Draft for Public Exposure

Operating a vehicle fleet within maximum emission control requirements.

221 Laws and regulations establish minimum standards of conduct that the entity integrates
into its compliance objectives. For example, occupational safety and health regula-
tions might cause an entity to define its objective as package and label all chemicals
in accordance with regulations. Policies and procedures would then deal with com-
munications programs, site inspections, and training relating to the entitys compliance
objectives. And, similar to operations objectives, management considers the accept-
able levels of variation in performance within the context of complying with laws and
regulations.

Principle 7.

Identifies and Analyzes Risk

The organization identifies risks to the achievement
of its objectives across the entity and analyzes risks
as a basis for determining how the risks should
bemanaged.

222 Identifying and analyzing risk is an ongoing iterative process conducted to enhance
the entitys ability to achieve its objectives. Although an entity might not explicitly state
all objectives, this does not mean that an implied objective is without either internal or
external risk. Regardless of whether an objective is stated or implied, an entitys risk
assessment process should consider risks that may occur.

223 This process is supported by a variety of activities, techniques, and mechanisms, each
relevant to the overall risk assessment. Management considers risks at all levels of
the entity and takes the necessary actions to manage them. An entitys assessment

58 Internal Control Integrated Framework December 2011

 Components of Internal Control | Risk Assessment

considers factors that influence the severity, velocity, and persistence of the risk, likeli-
hood of the loss of assets, and the related impact on operations, reporting, and compli-
ance activities. The entity also needs to understand its tolerance for accepting risks and
its ability to operate within those risk levels.

Risk Identification
224 Risk identification must be comprehensive. It should consider all significant interac-
tionsof goods, services, and informationinternal to an entity and between the entity
and its relevant external parties. These external parties can include potential and exist-
ing suppliers, investors, creditors, shareholders, employees, outsourced service provid-
ers, customers, buyers, intermediaries, and competitors, as well as public bodies and
news media. In addition, the organization should consider risks emanating from external
factors such as the issuance of new laws and regulations, environmental issues, poten-
tial natural events, among many others.

225 Risk identification is an iterative process and is often integrated with the planning
process. However, it may be useful to take a fresh look at the identified risks, and not

Draft for Public Exposure

merely default to making an inventory of risks as noted in the previous review. The focus
is on identifying all risks that potentially impact the achievement of objectives as well as
on emerging risksthose risks that are increasingly relevant and important to the entity
and may be addressed by scanning and analyzing relevant risk factors, as remote as
they may seem.

Considers Entity, Subsidiary, Division, Operating Unit,

and FunctionalLevels
226 Risk identification considers risks within the overall entity and its subunits, such as
finance, human resources, marketing, production, and purchasing. In addition, risk
assessment considers risks originating in outsourced service providers, key suppli-
ers, and channel partners that directly or indirectly impact the entitys achievement
ofobjectives.

Internal and External Factors

227 Management considers risks in relation to internal and external factors. In conducting
these risk assessments, management considers the rate of change in determining the
frequency of its risk assessment process. While risk assessment is a dynamic process,
organizations will typically use a combination of ongoing and periodic risk assess-
ments. Entities may not continuously consider all risks due to the rate of change, other
operational priorities, and cost considerations. However, if the rate of change relating
to an objective or internal and external factors increases, it is useful to accelerate the
frequency of assessing the related risks or assess the risk on a real-timebasis.

Entity-Level Risks
228 Risks at the entity level can arise from external or internal factors. External factors
mayinclude:

Economic changes that can impact financing, capital availability, and barriers
to competitive entry.

Internal Control Integrated Framework December 2011 59

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

Natural or human-caused catastrophes or ongoing climate change that can

lead to changes in operations, reduced availability of raw materials, or loss of
information systems, highlighting the need for contingency planning.

A new financial reporting standard that can require different or additional

reporting by a legal entity, management operating model, or line of business.

A new anti-trust law or regulation that can force changes in operating or

reporting policies and strategies.

Changing customer needs or expectations that can affect product develop-

ment, production process, customer service, pricing, or warranties.

Technological developments that can affect the availability and use of data,
infrastructure costs, and the demand for technology-based services.

229 Internal factors may include:

Decisions on the use of capital resources that can affect operations and the
ongoing availability of infrastructure.

A change in management responsibilities that can affect the way certain con-

Draft for Public Exposure

trols areeffected.

The quality of personnel hired and methods of training and motivation that can
influence the level of control consciousness within the entity.

The nature of the entitys activities and employee accessibility to assets that
can contribute to misappropriation of resources.

Expiration of labor agreements that can affect the availability of staff.

A disruption in information systems processing that can adversely affect the

entitysoperations.

230 Identifying external and internal factors that contribute to risk at an entity level is critical
to comprehensive risk assessment. Once the major factors have been identified, man-
agement can then consider their relevance and significance and, where possible, link
these factors to specific risks and activities.

231 For example, an importer of apparel and footwear established an entity-level objec-
tive of becoming an industry leader in high-quality fashion merchandise. The entity
considered general risks such as the impact of deterioration in economic conditions,
market acceptance of products, new competitors in the entitys market, and changes in
environmental or regulatory laws and regulations. In addition, the entity considered risks
at the entity level such as:

Supply sources, including the quality and quantity, number, and stability of
foreignmanufacturers.

Exposures to fluctuations in the value of foreign currencies.

Timeliness of receiving shipments and delays in customs inspections.

Availability and reliability of shipping companies and costs.

Likelihood of international hostilities and trade embargoes.

Pressures from customers and investors to boycott doing business in a

foreign country whose government adopts unacceptable policies.

60 Internal Control Integrated Framework December 2011

 Components of Internal Control | Risk Assessment

Expectations from consumers or local stakeholders toward use of

naturalresources.

Transaction-Level Risks
232 Risks are identified at the transaction level within subsidiaries, divisions, operating units,
or functions. Dealing with risks at this level helps focus on the achievement of objectives
and/or sub-objectives that have cascaded down from the entity-level objectives. Suc-
cessfully assessing risk at the transaction level also contributes to maintaining accept-
able levels at the entity level.

233 In most instances, many different risks can be identified. In a procurement process, for
example, an entity may have an objective related to maintaining adequate raw materi-
als inventory. The risks to not achieving this objective might include suppliers providing
materials not meeting specifications or not being delivered in needed quantities, on
time, or at acceptable prices. These risks might affect entity-level objectives pertain-
ing to the way specifications for purchased goods are communicated to vendors, the
use and appropriateness of production forecasts, identification of alternative supply
sources, and negotiationpractices.

Draft for Public Exposure

234 Potential causes of failing to achieve an objective range from the obvious to the obscure
and from the significant to the insignificant. Certainly, readily apparent risks that sig-
nificantly affect the entity should be identified. To avoid overlooking relevant risks, this
identification is best made apart from assessing the likelihood of the risk occurring.
There are, however, practical limitations to the identification process, and often it is diffi-
cult to determine where to draw the line. For example, it may not make sense to conduct
a detailed assessment of the risk of a meteor falling from space onto a companys
production facility, while it may be reasonable to consider in some detail the risk of an
airplane crash for a facility located near an airport.

Risk Analysis
235 After risks have been identified at both the entity level and the transaction level, a risk
analysis needs to be performed. The methodology for analyzing risks can vary, largely
because many risks are difficult to quantify. Nonetheless, the processwhich may be
more or less formalusually includes assessing the likelihood of the risk occurring and
estimating its impact. In addition, the process could consider other criteria to the extent
management deems necessary.

Levels of Management
236 As with other processes within internal control, responsibility and accountability for risk
identification and analysis processes reside with management at the overall entity and
its subunits. The organization puts into place effective risk assessment mechanisms
that involve appropriate levels ofmanagement.

Significance of Risk
237 As part of risk analysis, the organization assesses the significance of risks to the
achievement of objectives. Organizations may assess significance using criteria
suchas:

Internal Control Integrated Framework December 2011 61

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

Likelihood of risk occurring and impact.

Velocity or speed to impact upon occurrence of the risk.

Persistence or duration of time of impact after occurrence of the risk.

238 Likelihood and impact are commonly used terms, although some entities use the
terms probability, severity, seriousness, or consequence. Likelihood repre-
sents the possibility that a given event will occur, while impact represents its effect.
Sometimes the words take on more specificity, with likelihood indicating the possibil-
ity that a given risk will occur in qualitative terms such as high, medium, and low,
and probability indicating a quantitative measure such as a percentage, frequency of
occurrence, or other numericalmetric.

239 Risk velocity refers to the pace with which the entity is expected to experience the
impact of the risk. For instance, a manufacturer of consumer electronics may be con-
cerned about changing customer preferences and compliance with radio frequency
energy limits. Failing to manage either of these risks may result in significant erosion
in the entitys value, even to the point of being put out of business. In this instance,
changes in regulatory requirement develop much more slowly than do changes in cus-

Draft for Public Exposure

tomer preferences.

240 Management often uses performance measures in determining the extent to which
objectives are being achieved and normally uses the same or a congruent unit of
measure when considering the potential impact of a risk on the achievement of a speci-
fied objective. A company, for example, with an objective of maintaining a specified level
of customer service will have devised a rating or other measure for that objectivesuch
as a customer satisfaction index, number of complaints, or measure of repeat business.
When assessing the impact of a risk that might affect customer servicesuch as the
possibility that the entitys website might be unavailable for a time periodimpact is
best determined using the same measures.

241 A risk that does not have a significant impact on the entity and that is unlikely to occur
generally does not require a detailed risk response. A risk with a higher likelihood of
occurrence and/or the potential of a significant impact, on the other hand, typically
results in considerable attention. But even those risks with a potentially high impact that
have a low likelihood will be considered, avoiding the notion that such risks couldnt
happen here, as even low likelihood risks can occur. The importance of understand-
ing risks assessed as having a low likelihood can be more important when the potential
impact of the risk might persist over a longer period of time. For instance, the long-term
impact on the entity from environmental damage caused by the entitys actions may be
viewed much differently than the long-term impact of losing technology processing in a
manufacturing plant for several days.

Inherent and Residual Risk

242 Management considers both inherent and residual risk. Inherent risk is the risk to an
entity in the absence of any actions management might take to alter either the risks
likelihood or impact. Residual risk is the risk that remains after managements response
to inherent risk. Risk analysis is applied first to inherent risk. Once risk responses
have been developed, as discussed below, management then considers residual risk.

62 Internal Control Integrated Framework December 2011

 Components of Internal Control | Risk Assessment

243 Estimates of significance of the risk often are determined using data from past events,
which provide a more objective basis than entirely subjective estimates. Internally
generated data based on an entitys own experience may be more relevant and provide
better results than data from external sources. However, even where internally gener-
ated data is a primary input, external data can be useful as a checkpoint or to enhance
the analysis. For example, a companys management assessing the risk of production
stoppages because of equipment failure looks first at frequency and impact of previous
failures of its own manufacturing equipment. It then supplements that data with industry
benchmarks. This allows a more precise estimate of likelihood and impact of failure,
enabling more effective preventive maintenance scheduling. However, using data from
past events can provide incomplete conclusions where events occurinfrequently.

244 In addition, management may wish to assess risks using a time horizon consistent with
the time horizon of the related objectives. Because the objectives of many entities focus
on short- to mid-term time horizons, management naturally focuses on risks associ-
ated with those time frames. However, some objectives extend to the longer term. As
a result, management needs to be cognizant of the longer time frames and not ignore
risks that might be further into thefuture.

Draft for Public Exposure

Risk Response
245 Once the potential significance of risks has been assessed, management considers
how the risk should be managed. This involves judgment based on assumptions about
the risk and reasonable analysis of costs associated with reducing the level of risk. The
response need not necessarily result in the least amount of residual risk. But where a
risk response would result in residual risk exceeding levels acceptable to management
and the board, management revisits and revises the response or, in certain instances,
reconsiders the established risk tolerance. Accordingly, the balancing of risk and risk
tolerance may involve an iterative process.

246 Risk responses fall within the following categories:

AcceptanceNo action is taken to affect risk likelihood or impact.

AvoidanceExiting the activities giving rise to risk; may involve exiting a

product line, declining expansion to a new geographical market, or selling a
division.

ReductionAction is taken to reduce risk likelihood or impact, or both; typi-

cally involves any of myriad everyday business decisions.

SharingReducing risk likelihood or impact by transferring or otherwise

sharing a portion of the risk; common techniques include purchasing insur-
ance products, forming joint ventures, engaging in hedging transactions, or
outsourcing an activity.

247 In considering risk response, management should consider:

The potential effect on risk significanceand which response options align

with the entitys risk tolerance.

Requisite segregation of duties needed to enable the response to achieve the

intended reduction in significance.

Costs versus benefits of potential responses.

Internal Control Integrated Framework December 2011 63

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

Evaluating Risk Response Options

248 In evaluating response options, management considers significance, including the
effect on both likelihood and impact of the risk, recognizing that a response might
affect them differently. For example, a company with a data center located in a region
with heavy storm activity establishes a business continuity plan, which, while having no
effect on the likelihood of a storm occurring, mitigates the impact of building damage
or personnel being unable to get to work should a storm occur. On the other hand, the
choice to move the computer center to another region will not reduce the impact of a
comparable storm, but does reduce the likelihood of a similar storm occurring near that
new location.

249 Resources always have constraints, and entities must consider the relative costs and
benefits of alternative risk response options. Before installing additional procedures,
management should consider carefully whether existing ones may be suitable for
addressing identified risks. Because procedures may satisfy multiple objectives, man-
agement may discover that additional actions are not warranted or that existing proce-
dures may be sufficient or simply need to be performed to a higher standard.

Selected Responses

Draft for Public Exposure

250 There is a distinction between risk assessment, which is part of internal control, and
the choice of specific risk responses and the related plans, programs, or other actions
deemed necessary by management to address the risks. Internal control does not
encompass ensuring that the optimal risk response is chosen. For instance, the man-
agement of one company may choose to share technology risk by outsourcing certain
aspects of its technology processing with a company experienced in that field, while
another company may choose to retain its technology processing and develop general
controls over technology activities for managing related technology risks. Neither of
these choices should be viewed as right or wrong, as each can be effective at managing
technology risks. But where a risk response would result in the residual risk exceed-
ing risk tolerances for any category of objectives, management revisits and revises the
response accordingly.

251 Once management has chosen to reduce or share a risk, control activities can then be
selected and developed. This is the focus of the following chapter. In some instances,
management may select a response that requires action within another component of
internal controlfor instance enhancing a part of the control environment. Typically,
control activities are not needed when an entity chooses to either accept or avoid a
specific risk. For instance, a mining company with significant commodity price risk may
decide to accept the risk as it believes that investors are aware of and accept price
risk exposure. In this case, management would not implement control activities relat-
ing to commodity price exposures, but would likely implement control activities relating
to other external financial reporting assertions, including completeness and valuation.
There may, however, be instances where the organization decides to avoid a risk, and
chooses to develop control activities in order to avoid that risk. For instance, to avoid
concerns over possible fair trade practices, an organization may implement control
activities barring purchasing from certain entities.

64 Internal Control Integrated Framework December 2011

 Components of Internal Control | Risk Assessment

252 Management may also need to review the level of risk in light of changes and makes it
no longer desirable to accept that risk, as the risk now exceeds the organizations risk
tolerance. When management chooses not to assess a risk or does not identify a risk, it
is tantamount to accepting the risk without considering potential changes in the related
level of risk and whether that risk remains within its risk tolerance.

Principle 8.

Assesses Fraud Risk

The organization considers the potential for fraud in
assessing risks to the achievement of objectives.

253 Risk assessment includes managements assessment of the risks relating to the
safeguarding of the entitys assets and fraudulent reporting. In addition, management
considers possible acts of corruption, both by entity personnel and by external parties
directly impacting the entitys ability to achieve its objectives.

Draft for Public Exposure

254 The actions being conducted as part of applying this principle link closely to the pre-
ceding principle (see Identifies and Analyzes Risks), whereby risks relating to the
achievement of objectives are identified and assessed. That principle assesses risks
based on the presumption that the entitys expected standards of ethical conduct are
adhered to by management, other personnel, and outsourced service providers. This
principle, Assesses Fraud Risk, assesses risk in a different context, when an individuals
actions may not align with the expected standards of conduct.

Fraudulent Reporting
255 Fraudulent reporting can occur when an entitys reports are willfully prepared with mis-
statements or omissions. These events may occur through unauthorized receipts or
expenditures, financial misconduct, or other disclosure irregularities.

256 As part of the risk assessment process, the entity should identify the various ways that
fraudulent reporting can occur, considering:

Degree of estimates and judgments in external reporting.

Fraud schemes and scenarios common to the industry sectors and markets in
which the entity operates.

Geographic regions where the entity does business.

Incentives that may motivate fraudulent behavior.

Nature of automation.

Unusual or complex transactions subject to significant management influence.

Vulnerability to management override and potential schemes to circumvent

existing control activities.

Internal Control Integrated Framework December 2011 65

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

257 There may be instances where the organization is not able to directly manage the
information captured for financial reporting, yet is expected to have controls within the
entity that identify, analyze, and respond to that particular risk. For instance, manage-
ment of a software vendor is not able to prevent personnel within an on-line retailer from
underreporting sales numbers to reduce payments to the software vendor. However, the
software company can implement control activities to detect such reporting by compar-
ing new software registration levels to sales volumes.

Safeguarding of Assets
258 Safeguarding of assets refers to protecting against the unauthorized and willful acquisi-
tion, use, or disposal of assets. The inappropriate use of an entitys assets occurs to
benefit an individual or group. The unauthorized acquisition, use, and disposal of assets
may relate to activities such as illegal marketing, theft of assets, theft of intellectual
property late trading, and moneylaundering.

Relationship between Fraudulent Reporting and Safeguarding of

Assets and Objectives

Draft for Public Exposure

259 Safeguarding of assets typically relates primarily to operations objectives, although
certain aspects may relate to other categories of objectives. In terms of operations,
management may consider the inappropriate use of an entitys assets and other
resources including intellectual property and preventing loss through theft, waste, or
neglect. An entity may also lose value of its assets through inefficiency or what turns
out to be simply bad business decisionssuch as selling a product at too low a price,
or extending credit to bad risks. These relate to the operations objectives but are not
directly linked to safeguarding of assets.

260 Further, risks pertaining to the complete and accurate recording of asset losses in the
entitys financial statements represent a reporting objective. More specifically related
to financial reporting, misstatements may arise from failing to record the loss of assets,
manipulating the financial statements to conceal such a loss, or recording transac-
tions outside the reporting period. For instance, an entity may hold its books open for
an extended time after a period end to include additional sales, improperly account for
intercompany transfers of inventory, or manipulate the amortization of its capitalassets.

261 Where legal or regulatory requirements apply, management considers risks relating to
safeguarding of assets in relation to compliance objectives. For example, an entity may
intentionally prepare inaccurate regulatory reporting statements to avoid inspection
andpenalties.

262 Regardless of what objective may be affected, the responsibility and accountability for
loss prevention and anti-fraud policies and procedures reside with management of the
entity and its subunits in which the risk resides.

66 Internal Control Integrated Framework December 2011

 Components of Internal Control | Risk Assessment

Corruption
263 In addition to assessing risks relating to the safeguarding of assets and fraudulent
reporting, management considers possible corruption occurring within the entity. This
includes considering incentives and pressures to achieve objectives while demonstrat-
ing adherence to expected standards of conduct and the effect of the control environ-
ment, specifically actions linked to Principle 4 (Demonstrates Commitment to Compe-
tence) , and Principle 5 (Enforces Accountability).

264 In assessing possible corruption, the entity is not expected to directly manage the
actions of personnel within third-party organizations, including those relating to out-
sourced operations, customers, suppliers, or advisors. However, depending on the level
of risk assessed within this component, management may stipulate the expected level
of performance and standards of conduct through contractual relations, and develop
control activities that maintain oversight of third-party actions. Where necessary, man-
agement responds to detected unusual actions of others.

Opportunity, Attitudes, and Rationalization

Draft for Public Exposure

265 Assessing the risk of fraud includes considering opportunities to commit fraud, as well
as attitudes and rationalizations. Where there is a loss of assets, fraudulent reporting, or
corruption, there are typically incentives and pressures, opportunities to access those
assets, and attitudes and rationalizations that claim to justify the action. Incentives
and pressures often result from and relate to the control environment, as discussed in
Principle 5 (Enforces Accountability). As part of assessing fraud risk, the organization
considers possible incentives and pressures and the potential impact on fraud risk.

Opportunity
266 Opportunity refers to the ability to actually acquire, use, or dispose of assets, which
may be accompanied by altering the entitys records. Those involved in the inappropri-
ate actions usually also believe that their activities will not be detected. Opportunity is
created by weak control activities and monitoring, poor management oversight, and
management override of control. For instance, the likelihood of a loss of assets or
fraudulent external reporting increases when there is:

A complex or unstable organizational structure.

High turnover rates of employees within accounting, operations, risk manage-

ment, internal audit, or technology staff.

Ineffective design or poorly executed control activities.

Ineffective technology systems.

Attitudes and Rationalization

267 Attitudes and rationalizations by individuals engaging in or justifying inappropriate
actions may include:

A person labelling the use of resources as borrowing, and fully intending to

pay the stolen money back at some point.

Internal Control Integrated Framework December 2011 67

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

A person, because of job dissatisfaction (salary, job environment, treatment by

managers, etc.), believing that something is owed to him or her.

A person being unable to understand or not caring about the consequence of

his or her actions or of accepted notions of decency and trust.

Other Considerations in Fraud Risk Assessment

268 It is possible to mitigate the likelihood of a fraud-related risk by taking action within the
other components of internal control or by making changes to the entitys operating
units, business processes, and activities. An entity may choose to sell certain opera-
tions that are prone to having higher risks relating to individual conduct, cease doing
business in certain geographic locations, reallocate roles among personnel to enhance
the segregation of duties, or reorganize its business processes to avoid unacceptable
risks. For example, the risk of misappropriation of funds may be reduced by implement-
ing a central payment processing function with greater segregation of duties instead
of having only a few staff process payments at each of the entitys various locations.
The risk of corruption may be reduced by closely monitoring the entitys procurement
process. The risk of financial statement fraud may be reduced by establishing shared

Draft for Public Exposure

services centers to provide accounting services to multiple segments, affiliates, or
geographic locations of an entitys operations. A shared services center may be less
vulnerable to influence by local operations managers and may be able to implement
more extensive anti-fraud programs cost effectively.

269 When management detects fraudulent reporting, inadequate safeguarding of assets, or

corruption, some form of remediation may be necessary. In addition to dealing directly
with the improper actions, it may be necessary to take remediation steps within the
risk assessment process or amend actions undertaken as part of other components of
internal control.

Principle 9.

Identifies and Analyzes Significant Change

The organization identifies and assesses changes
that could significantly impact the system of
internalcontrol.

270 As economic, industry, and regulatory environments change, the scope and nature of
an entitys leadership, priorities, business model, organization, business processes, and
activities need to adapt and evolve. Internal control effective within one set of conditions
may not necessarily be effective when those conditions change significantly. As part
of risk assessment, management identifies changes that could significantly impact the
entitys system of internal control and takes action as necessary. Thus, every entity will
require a process, formal or informal, to identify and assess those internal and external
factors that can significantly affect its ability to achieve its objectives.

68 Internal Control Integrated Framework December 2011

 Components of Internal Control | Risk Assessment

271 This process will parallel, or be a part of, the entitys regular risk assessment process.
It involves identifying the changes to any significant assumption or condition. It requires
having mechanisms in place to identify and communicate activities that affect the enti-
tys objectivesand assessing the associated risks. Such analysis includes identifying
potential causes of achieving or failing to achieve an objective, assessing the likelihood
that such causes will occur, evaluating the probable effect on achievement of the objec-
tives, and considering the degree to which the risk can be managed.

272 Although the process by which an entity manages change is similar to, if not a part of,
its regular risk assessment process, it is discussed separately. This is because it is criti-
cally important to effective internal control and because it can too easily be overlooked
or given insufficient attention in the course of dealing with everyday issues.

273 Mechanisms exist to identify significant changes in any material assumption or condi-
tion that have taken place or will shortly occur. To the extent practicable, these mecha-
nisms are forward looking, so an entity can anticipate and plan for significant changes.
Early warning systems should be in place to identify information signaling new risks that
can have a significant impact on theentity.

Draft for Public Exposure

Circumstances Requiring Special Attention
274 This focus on change is founded on the premise that, because of their potential impact,
certain conditions should be the subject of special consideration. The extent to which
such conditions require managements attention, of course, depends on the effect they
may have in particular circumstances. Conditions may include:

Changing External EnvironmentA changing regulatory or economic envi-

ronment can result in increased competitive pressures, changes in operating
requirements, and significantly different risks. Large-scale operations, report-
ing, and compliance failures by one entity may result in the rapid introduction
of broad new regulations. For instance, the release of harmful materials near
populated or environmentally sensitive areas may result in new industry-
wide transportation restrictions that impact an entitys shipping logistics; the
external information that is viewed as having poor transparency may result
in enhanced regulatory reporting requirements for all publicly traded compa-
nies; and the poor treatment of elderly patients in a care facility may prompt
additional care requirements for all such care facilities. Each of these changes
may require the organization to closely examine the design of its internal
controlsystem.

Changing Physical EnvironmentNatural disasters directly impacting the

entity, supply chain, and other business partners may result in elevated
risks that an entity needs to consider to sustain its business. An organiza-
tion, for example, may need to find alternative sources of raw material or
moveproduction.

Changing Business ModelWhen an entity enters new business lines, alters

the delivery of its services through new outsourced relationships, or dramati-
cally alters the composition of existing business lines, previously effective
internal controls may no longer be relevant. The composition of the risks

Internal Control Integrated Framework December 2011 69

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

initially assessed as the basis for establishing internal controls may have
changed, or the potential impact of those risks may have increased so that
prior internal controls are no longer sufficient. Some financial services organi-
zations, for example, may have expanded into new products and concentra-
tions without focusing on how to manage changes in the associatedrisks of
their products.

Significant Acquisitions and DivestituresWhen an entity decides to acquire

business operations, it may need to review and standardize internal controls
across the expanded entity. Controls in place in the pre-acquisition operations
may not be well developed, suitable for the newly combined entity, or scalable
to operation in the new business. Similarly, when an operation is disposed of,
the level of acceptable variation may change in operations, and materiality
may decrease. In addition, certain entity-level controls at the disposed busi-
ness operation may no longer be present. Both the acquisition and divesture
of a business may require the organization to review and possibly revise its
internal controls to support the achievement of objectives as appropriate to
the restructured entity.

Foreign OperationsThe expansion or acquisition of foreign operations

Draft for Public Exposure

carries new and often unique risks. Developing business in new geographies
or outsourcing operations to foreign locations may help to grow the business
and/or reduce costs, but may also present new challenges and alter the type
and extent of the risks. Operating in unfamiliar markets poses risk because
there are different customs and practices. For instance, the control environ-
ment in these new environments is likely to be influenced by the local culture
and customs. Business risks may result from factors unique to the local
economy and regulatory environment and channels of communication.

Rapid GrowthWhen operations expand significantly and quickly, existing

structures, business processes, information systems, or resources may be
strained to the point where internal controls break down. For instance, adding
manufacturing shifts to meet demand or increasing back-office personnel may
result in those responsible for supervision being unable to adapt to the higher
activity levels and maintain adequate control.

New TechnologyWhen new technologies are incorporated into production,

service delivery processes, or supporting information systems, internal con-
trols will likely need to be modified. For instance, introducing sales capabilities
through mobile devices may require access controls specific to that technol-
ogy as well as changes in controls over shipping processes.

Significant Personnel ChangesA member of senior management new to an

entity may not understand the entitys culture and reflect a different philoso-
phy or may focus solely on performance to the exclusion of control-related
activities. For instance, a newly hired chief executive officer focusing on
revenue growth may send a message that a prior focus on effective inter-
nal control is now less important. Further, high turnover of personnel, in the
absence of effective training and supervision, can result in breakdowns. For
instance, a company that reduces its staffing levels by 25% in an attempt to
reduce costs may erode the overall internal controlstructure.

70 Internal Control Integrated Framework December 2011

 Components of Internal Control | Risk Assessment

Summary of Principles and Attributes Relating to

Risk Assessment
Noted below are the four principles and related nineteen attributes for Risk Assessment.

Specifies Relevant Objectives

6. The organization specifies objectives with sufficient clarity to enable the identifi-
cation and assessment of risks relating to objectives.

The chart below depicts attributes that apply to each objective category. This chart
reflects in summary form the six attributes relating to Principle 6. Each attribute is stated
in detail below for each category of objective.

Reporting
Opera- External Compli-
tions External ance
Internal Non-
Financial
Financial
a. Considers Tolerance for Risk/

Draft for Public Exposure

Required Level of Precision/
Materiality
b. Complies with Externally Estab-
lished Standards, and Frame-
works/Complies with Applicable
Accounting Standards /Reflects
External Laws and Regulations
c. Reflects Managements Choices
d. Reflects Entity Activities
e. Includes Operations and Financial
Performance Goals

f. Forms Basis for Committing of
Resources

Attributes Relating to Operations Objectives

Considers Tolerances for RiskManagement considers the acceptable
levels of variation relative to the achievement of operations objectives.

Reflects Managements ChoicesOperations objectives reflect manage-

ments choices about structure, industry considerations, and performance
of the entity.

I ncludes Operations and Financial Performance GoalsThe organization

reflects the desired level of operations and financial performance for the
entity within operations objectives.

Forms Basis for Committing of ResourcesManagement uses opera-

tions objectives as a basis for allocating resources needed to attain desired
operations and financial performance.

Internal Control Integrated Framework December 2011 71

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

Attributes Relating to Reporting Objectives

For the reporting category of objectives, attributes noted are separate for internal
reporting, external non-financial reporting, and external financial reporting.

External Financial Reporting

Considers MaterialityManagement considers materiality in financial
statement presentation.

Complies with Applicable Accounting StandardsFinancial reporting

objectives are consistent with accounting principles suitable and avail-
able for that entity. The accounting principles selected are appropriate in
thecircumstances.

Reflects Entity ActivitiesExternal reporting reflects the underlying trans-

actions and events within a range of acceptable limits.

External Non-financial Reporting Objectives

Considers the Required Level of PrecisionManagement reflects the

Draft for Public Exposure

required level of precision and accuracy suitable for user needs and as
based on criteria established by third parties in non-financial reporting.

C
omplies with Externally Established Standards and FrameworksMan-
agement establishes objectives consistent with standards and frameworks
established by recognized external organizations.

Reflects Entity ActivitiesExternal reporting reflects the underlying trans-

actions and events within a range of acceptable limits.

Internal Reporting Objectives (financial and/or non-financial)

Considers the Required Level of PrecisionManagement reflects
the required level of precision and accuracy suitable for user needs
in non-financial reporting objectives and materiality within financial
reportingobjectives.

Reflects Managements ChoicesInternal reporting provides management

with accurate and complete information regarding managements choices
and information needed in managing the organization.

Reflects Entity ActivitiesInternal reporting reflects the underlying transac-

tions and events within a range of acceptable limits.

Attributes Relating to Compliance Objectives

Considers Tolerances for RiskManagement considers the acceptable
levels of variation relative to the achievement of compliance objectives.

Reflects External Laws and RegulationsLaws and regulations estab-

lish minimum standards of behavior which the entity integrates into
complianceobjectives.

72 Internal Control Integrated Framework December 2011

 Components of Internal Control | Risk Assessment

Identifies and Analyzes Risks

7. The organization identifies risks to the achievement of its objectives across
the entity and analyzes risks as a basis for determining how the risks should
bemanaged.

Involves Appropriate Levels of ManagementThe organization puts into

place effective risk assessment mechanisms that involve appropriate levels
of management.

Includes Entity, Subsidiary, Division, Operating Unit, and Functional

LevelsThe organization identifies and assesses risks at the entity, subsid-
iaries, division, operating unit, and functional levels relevant to the achieve-
ment of objectives.

Analyzes Internal and External FactorsRisk identification considers

both internal and external factors and their impact on the achievement
ofobjectives.

Estimates Significance of Risks IdentifiedIdentified risks are analyzed

through a process that includes estimating the potential significance of

Draft for Public Exposure

therisk.

Determines How to Respond to RisksRisk assessment includes con-

sidering how the risk should be managed and whether to accept, avoid,
reduce, or share the risk.

Assesses Fraud Risk

8. The organization considers the potential for fraud in assessing risks to the
achievement of objectives.

Considers Various Ways That Fraud Can OccurThe assessment of fraud

considers possible loss of assets, fraudulent reporting, and corruption
resulting from the various ways that fraud and misconduct can occur.

Considers Risk FactorsAn entitys assessment considers factors that

influence the significance of the loss of assets and the related impact on
operations, reporting, and compliance activities.

Assesses Incentive and PressuresThe assessment of fraud risk consid-

ers incentives and pressures.

Assesses OpportunitiesThe assessment of fraud risk considers opportu-

nities for unauthorized acquisition, use, or disposal of assets, altering of the
entitys reporting records, or committing other inappropriate acts.

Assesses Attitudes and RationalizationsThe assessment of fraud risk

considers how management and other personnel might engage in or justify
inappropriate actions.

Internal Control Integrated Framework December 2011 73

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

Identifies and Analyzes Significant Change

9. The organization identifies and assesses changes that could significantly impact
the system of internal control.

Assesses Changes in the External EnvironmentThe risk identification

process considers changes to external factors that can significantly affect
the entitys ability to achieve objectives.

Assesses Changes in the Business ModelThe organization considers the

potential impacts of new business lines, dramatically altered compositions
of existing business lines, acquired or divested business operations on the
system of internal control, changing reliance on foreign geographies, new
technologies, and changes to the physical environment in which the busi-
ness operates.

Assesses Changes in LeadershipThe organization considers changes in

management and their respective attitudes and philosophies on the system
of internalcontrol.

Draft for Public Exposure

74 Internal Control Integrated Framework December 2011

 Components of Internal Control | Control Activities

Control Activities

Chapter Summary:

275 Control activities are the actions established through policies and proce-
dures that help ensure that managements directives to mitigate risks to the
achievement of objectives are carried out. Control activities are performed
at all levels of the entity, at various stages within business processes, and
over the technology environment. They may be preventive or detective in na-
ture and may encompass a range of manual and automated activities such
as authorizations and approvals, verifications, reconciliations, and business
performance reviews. Segregation of duties is typically built into the selec-
tion and development of control activities. Where segregation of duties is not

Draft for Public Exposure

practical, management selects and develops alternative control activities.

Principles relating to the Control Activities component:

10. The organization selects and develops control activities that contribute
to the mitigation of risks to the achievement of objectives to
acceptablelevels.

11. The organization selects and develops general control activities over
technology to support the achievement of objectives.

12. The organization deploys control activities as manifested in policies

that establish what is expected and in relevant procedures to effect
thepolicies.

Internal Control Integrated Framework December 2011 75

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

Introduction
276 Control activities serve as mechanisms for
managing the achievement of an entitys
objectives and are very much a part of

e
nc
ng
s
ion
the processes by which an entity strives

lia
rti
rat

mp
po
e
to achieve those objectives. They do not

Re

Co
Op

Operating Unit
exist simply for their own sake or because

Function
having them is the right or proper thing Control Environment

todo.

Entity Level
Division
Risk Assessment
277 Control activities can support one or more
of the entitys operations, reporting, and Control Activities
compliance objectives. For example, an
online retailers controls over the security Information & Communication
of its information technology affect the
processing of accurate and valid trans- Monitoring Activities
actions with consumers, the protection
of consumers confidential credit card

Draft for Public Exposure

information, and the availability and security of its website. In this case, control activities
necessary to support the reporting compliance and operations objectives.

Principle 10.

Selects and Develops Control Activities

The organization selects and develops control
activities that contribute to the mitigation of risks to
the achievement of objectives to acceptable levels.

Integration with Risk Assessment

278 Control activities support all the components of internal control, but are particularly
aligned with the Risk Assessment component. Along with assessing risks, manage-
ment identifies and puts into effect actions needed to carry out specific risk responses.
Typically, control activities are not needed when an entity chooses to either accept or
avoid a specific risk. There may, however, be instances where the organization decides
to avoid a risk, and chooses to develop control activities to avoid that risk. The action
to reduce or share a risk serves as a focal point for selecting and developing control
activities. The nature and extent of the risk response and any associated control activi-
ties will depend, at least in part, on the desired level of risk mitigation acceptable to
management.

76 Internal Control Integrated Framework December 2011

 Components of Internal Control | Control Activities

279 Control activities are those actions that help ensure that responses to assessed risks,
as well as other management directives, such as establishing standards of conduct in
the Control Environment, are carried out properly and in a timely manner. For example, a
company sets an operations objective to meet or exceed sales targets for the ensuing
reporting period, and management identifies a risk that the organizations personnel
have insufficient knowledge about current and potential customers needs. Manage-
ments response to address this identified risk includes developing buying histories
for existing customers and undertaking market research initiatives to increase the
organizations understanding of how to attract potential customers. Control activities
might include tracking the progress of the development of the customer buying histo-
ries against established timetables, and taking steps to help ensure the quality of the
reported marketing data.

280 When determining what actions to put in place to mitigate risk, management considers
all aspects of the entitys internal control components and the relevant business pro-
cesses, information technology, and locations where control activities are needed. This
may require considering control activities outside the operating unit, including shared
service or data centers, and processes or functions performed in outsourced service
providers. For example, entities may need to establish control activities to address the

Draft for Public Exposure

integrity of the information sent to and received from the outsourced service provider.

Entity-Specific Factors
281 Because each entity has its own set of objectives and implementation approaches,
there will be differences in objectives, risk, risk responses, and related control activities.
Even if two entities have identical objectives and structures, their control activities could
be different. Each entity is managed by different people with different skills who use
individual judgment in effecting internal control. Moreover, controls reflect the environ-
ment and industry in which an entity operates, as well as the complexity of its organiza-
tion, its history and its culture, nature, and scope of operations.

282 Entity-specific factors can impact the control activities needed to support the system of
internal control. For instance:

The environment and complexity of an entity, and the nature and scope of its
operations, both physically and logically, affect its control activities.

Highly regulated entities generally have more complex risk responses and
control activities than less-regulated entities.

The scope and nature of risk responses and control activities for multinational
entities with diverse operations generally address a more complex internal
control structure than those of a domestic entity with less-varied activities.

An entity with a sophisticated enterprise resource planning system will have

different control activities than an entity that uses an off-the-shelf computer
accounting system.

An entity with decentralized operations and an emphasis on local autonomy

and innovation presents different control circumstances than another whose
operations are constant and highly centralized.

Internal Control Integrated Framework December 2011 77

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

Business Process Control Activities

283 Business processes are established across the entity to enable organizations to
achieve their objectives. These business processes may be common to all businesses
(such as purchasing, payables, or sales processing) or unique to a particular industry
(such as claims processing, trust services, or drilling operations). Each of these pro-
cesses transforms inputs into outputs through a series of transactions or activities.14
Control activities that directly support the actions to mitigate transaction process-
ing risks in an entitys business processes are often called application controls or
transactioncontrols.15

284 Transaction controls are the most fundamental control activities in an entity since
they directly address risk responses in the business processes in place to meet man-
agements objectives. Transaction controls are selected and developed wherever
the business process may reside, ranging from the organizations financial consoli-
dations process at the entity level to the customer support process at a particular
operatingunit.

285 A business process will likely cover many objectives and sub-objectives, each with

Draft for Public Exposure

its own set of risks and risk responses. A common way to consolidate these business
process risks into a more manageable form is to group them according to information-
processing objectives16 of completeness, accuracy, and validity. If these information-
processing objectives are achieved for each of the transactions within a particular busi-
ness process, then the business process sub-objectives will likely be achieved.

286 The following information-processing objective definitions are used in this Framework:

CompletenessTransactions that occur are recorded. For instance, an organi-

zation can mitigate the risk of not processing all transactions with vendors by
selecting actions and transaction controls that support that all invoice trans-
actions are processed within the accounts payable business process.

AccuracyTransactions are recorded at the correct amount in the right

account (and on a timely basis) at each stage of processing. For instance,
transaction controls over data elements and master data, such as the item
price in the vendor master file, can address the accuracy of processing a
purchasing transaction. Accuracy in the context of an operational process
can be defined to cover the broader concept of quality, (e.g., the accuracy and
precision of a manufactured part).

14 The term transactions tends to be associated with financial processes (e.g., payables transactions),
while activities are more generally applied to operational or compliance processes. For the purposes of
this Framework, the term transactions applies to both.
15 The term transaction controls is used in this Framework to refer to both manual and automatedcontrols.
16 While related in concept and terminology, information-processing objectives and financial statement asser-
tions are different. Financial statement assertions are specific to the reliability of financial reporting while
information-processing objectives apply to transaction processing.

78 Internal Control Integrated Framework December 2011

 Components of Internal Control | Control Activities

ValidityRecorded transactions represent economic events that actually

occurred and were executed according to prescribed procedures. Validity is
generally achieved through control activities that include the authorization (i.e.,
approval by a person having the authority to do so) of transactions as speci-
fied by an organizations established policies and procedures. In an opera-
tional context, the parts used in making an automobile are obtained from an
authorized supplier.

287 The risk of untimely transaction-processing may be considered a separate risk or

included as part of the completeness or accuracy information-processing objec-
tive. Restricted access may also be considered as an information-processing objec-
tive because without appropriately restricting access over transactions in a business
process, the control activities in that business process can be overridden and segrega-
tion of duties may not be achieved.

288 While the information-processing objectives are most often associated with financial
processes and transactions, the concept can be applied to any activity in an organiza-
tion. For instance, a candy maker will strive to have control activities in place to help
ensure that all the ingredients are included in its cooking process (completeness), in the

Draft for Public Exposure

right amounts (accuracy), and from approved vendors whose products passed quality
testing (validity).

289 As another example, the information-processing objectives and related control activities
also apply to managements decision-making processes over critical judgments and
estimates. In this situation, management should consider the completeness of the iden-
tification of significant factors affecting estimates for which it must develop and support
assumptions. Similarly, management should consider the validity and reasonableness of
those assumptions and the accuracy of its estimation models.

290 This does not mean that if management considers the information-processing objec-
tives the organization will never make a faulty judgment or estimate since judgments
and estimates are subject to human error. However, when appropriate control activities
are in place and the information management uses in its judgments, then the likelihood
of better decision making is improved.

Types of Transaction Control Activities

291 A variety of transaction control activities can be selected and developed, including the
following:

VerificationsVerifications compare two or more items with each other or

compare an item with a policy, and perform a follow-up action when the
two items do not match or the item is not consistent with policy. Examples
include computer matching or a reasonableness check. Verifications generally
address the completeness, accuracy, or validity of processingtransactions.

Internal Control Integrated Framework December 2011 79

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

ReconciliationsReconciliations compare two or more data elements and, if

differences are identified, action is taken to bring the data into agreement. For
example, a reconciliation is performed over daily cash flows with net positions
reported centrally for overnight transfer and investment. Reconciliations gen-
erally address the completeness and/or accuracy of processing transactions.

Authorizations and ApprovalsAn authorization affirms that a transaction is

valid (i.e., it represents an actual economic event). An authorization typically
takes the form of an approval by a higher level of management or of verifica-
tion and a determination if the transaction is valid. For example, a supervi-
sor approves an expense report after reviewing whether the expenses seem
reasonable and within policy.

Physical ControlsEquipment, inventories, securities, cash, and other assets

are secured physically (i.e., in locked or guarded storage areas with physical
access restricted to authorized personnel) and are periodically counted and
compared with amounts shown on control records.

Controls over Standing DataStanding data, such as the price master file,
is often used to support the processing of transactions within a business

Draft for Public Exposure

process. Control activities over the processes to populate, update, and main-
tain the accuracy, completeness, and validity of this data are put in place by
the organization.

Supervisory ControlsSupervisory controls assess whether other transaction

control activities (i.e., particular verifications, reconciliations, authorizations
and approvals, controls over standing data, and physical control activities) are
being performed completely, accurately, and according to policy and proce-
dures. Management normally judgmentally selects and develops supervisory
controls over higher risk transactions. For instance, a supervisor may review17
whether an accounting clerk performs a reconciliation according to policy.
This can be a high-level review (e.g., checking if the reconciliation spread-
sheet has been completed) or a more detailed review, (e.g., checking to see if
any reconciling items have been followed up and corrected or an appropriate
explanation is provided).

292 Control activities can be preventive or detective, and organizations usually select a
mix. The major difference is the timing of when the control activity occurs. A preventive
control is designed to avoid an unintended event or result at the time of initial occur-
rence (e.g., upon initially recording a financial transaction or upon initiating a manu-
facturing process). A detective control is designed to discover an unintended event or
result after the initial processing has occurred but before the ultimate objective has
concluded (e.g., issuing financial reports or completing a manufacturing process). In
both cases the critical part of the control activity is the action taken to correct or avoid
an unintended event or result.

17 Supervisory reviews can be either control activities or monitoring activities. The difference is discussed
further in Chapter 7, Monitoring Activities.

80 Internal Control Integrated Framework December 2011

 Components of Internal Control | Control Activities

293 When selecting and developing control activities, the organization considers the preci-
sion of the control activitythat is, how exact it will be in preventing or detecting an
unintended event or result. For example, the purchasing manager of a company reviews
all purchases over $1 million. This control activity may mitigate the risk of errors over
$1 million, helping to cap the entitys exposure, but it does not cover all transactions. In
contrast, an automated edit check that compares prices on all purchase orders to the
price master file and produces a report of variances that is reviewed by a purchasing
supervisor addresses accuracy for all transactions. Control activity precision is closely
linked to the organizations risk tolerance for a particular objective (i.e., the tighter the
risk tolerance, the more precise the actions to mitigate the risk and the related control
activities need to be).

294 When selecting and developing control activities it is important to understand what
a particular control is designed to accomplish (i.e., what specific risk response does
the control address) and how well it does it (in terms of efficiency and effectiveness).
For example, sales orders undergo an automated or manual edit check that matches
a customers billing address and zip code to information in a standing data file of valid
customer relationships. If the match fails, corrective action is taken. This control activity
helps achieve the accuracy information-processing objective. However, it does not help

Draft for Public Exposure

achieve the completeness information-processing objective (i.e., whether all approved
sales orders are being processed). Another control activity, such as sequentially num-
bering approved sales orders and then checking if all have been processed, would be
needed to address completeness.

Technology and Control Activities

295 Control activities and technology18 relate to each other in two ways:

Technology Supports Business ProcessesWhen technology is embedded

into the entitys business processes, such as robotic automation in a manu-
facturing plant, control activities are needed to mitigate the risk that the tech-
nology itself will not continue to operate properly to support the achievement
of the organizationsobjectives.

Technology Used to Automate Control ActivitiesMany control activities in an

entity are partially or wholly automated using technology. In this Framework,
these procedures are known as automated control activities or automated
controls. Automated controls include financial process-related automated
transaction controls, such as a three-way match performed within an enter-
prise resource planning (ERP) system supporting the procurement and pay-
ables sub-processes, and computerized controls in operational or compliance
processes, such as checking the proper functioning of a power plant. Some-
times the control activity is purely automated, such as when a system detects
an error in the transmission of data, rejects the transmission, and automati-
cally requests a new transmission. Other times there is a combination of auto-
mated and manual procedures. For example, the system automatically detects

18 Technology is a broad term. In this Framework its use applies to technology that is computerized, includ-
ing software applications running on a computer, manufacturing controls systems, etc.

Internal Control Integrated Framework December 2011 81

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

the error in transmission, but someone has to manually force the re-transmis-
sion. In other cases, a manual control depends on information from a system,
such as computer-generated reports supporting a budget-to-actualanalysis.

296 Most business processes have a mix of manual and automated controls, depending on
the availability of technology in the entity. Automated controls tend to be more reliable,
subject to whether technology general controls, discussed later in this chapter, are
implemented and operating, since they are less susceptible to human judgment and
error, and are typically more efficient.

297 Those control activities over technology that are designed to support the continued
operation of technology and automated control activities are known as technology
general controls and are covered in Principle 11.

Control Activities at Different Levels

298 In addition to controls that operate at the transaction-processing level, the organiza-
tion selects and develops a mix of control activities that operate more broadly and that,
typically, take place at higher levels in the organization. These broader control activities

Draft for Public Exposure

usually are business performance or analytical reviews involving comparisons of differ-
ent sets of operating or financial data. The relationships are analyzed and investigated
and corrective actions are taken when not in line with policy or expectations. Transac-
tion controls and business performance reviews at different levels work together to
provide a layered approach to addressing the organizations risks and are integral to the
mix of controls within the organization.

299 For example, an operating unit may have business performance reviews over the pro-
curement process that include purchase price variances, the percentage of orders that
are rush purchase orders, and the percentage of returns to total purchase orders. By
investigating any unexpected results or unusual trends, management may detect cir-
cumstances where the underlying procurement objectives may not have been achieved.

300 Another form of business performance review occurs when senior management con-
ducts reviews of actual performance versus budgets, forecasts, prior periods, and
competitor results. Major initiatives are trackedsuch as marketing programs, improve-
ments to production processes, and cost containment or reduction programsto
measure the extent to which targets are being reached. Management reviews the status
of new product development, joint venture opportunities, or financing needs. Manage-
ment actions taken to analyze and follow up on such reporting are control activities.

301 The scope of a business performance review (i.e., how many detailed risks it covers) will
tend to be greater than for a transaction control. Also, the span will tend to be greater
the higher the levels in the organization that business performance reviews are applied.
However, to effectively respond to a set of risks, the review must be precise enough
to detect all errors that exceed the risk tolerance. A transaction control may address a
single specific risk, whereas an operating unit business performance review typically
addresses a number of risks. For example, the business performance review over rush
purchase orders covers several risks in the procurement process but may not address
risks concerning the accuracy and completeness of processing specific transactions.

82 Internal Control Integrated Framework December 2011

 Components of Internal Control | Control Activities

302 Most business performance reviews are detective in nature because they typically occur
after transactions have already taken place and been processed. So while higher level
controls are important in the mix of control activities, it is difficult to fully and efficiently
address business process risks without transaction controls.

Segregating Duties
303 When selecting and developing control activities management should consider whether
duties are divided or segregated among different people to reduce the risk of error or
inappropriate or fraudulent actions. Such consideration should include the legal envi-
ronment, regulatory requirements, and stakeholder expectations. This segregation of
duties generally entails dividing the responsibility for recording, authorizing, and approv-
ing transactions, and handling the related asset. For instance, a manager authorizing
credit sales is not responsible for maintaining accounts receivable records or handling
cash receipts. If one person is able to perform all these activities he or she could, for
example, create a fictitious sale and enable it to go undetected. Similarly, salespersons
should not have the ability to modify product price files or commission rates. A control
activity in this area could include reviewing access requests to the system to determine

Draft for Public Exposure

whether segregation of duties is being maintained. For example, a request for the sales-
person to have system access to modify product price files or commission rates should
be rejected.

304 The segregation of duties can address important risks relating to management over-
ride. Management override circumvents existing controls and is an often-used means
of committing fraud. The segregation of duties is fundamental to mitigating fraud risks
because it reduces, but cant absolutely prevent, the possibility of one person acting
alone, including management override. Collusion is needed to perform fraudulent
activities when key process responsibilities are divided between at least two employ-
ees. Also, the segregation of duties reduces errors by having more than one person
performing or reviewing transactions in a process, increasing the likelihood of an error
beingfound.

305 However, sometimes segregation is not practical or feasible. For instance, small com-
panies may lack sufficient resources to achieve ideal segregation, and the cost of hiring
additional staff may be prohibitive. In these situations, management institutes alterna-
tive19 control activities. Using the example above, if the salesperson can modify product
price files, a detective control activity can be put in place to have personnel unrelated
to the sales function periodically review whether and under what circumstances the
salesperson changed prices.

19 This Framework prefers the term alternative controls over compensating controls. The latter term has
been used to describe additional control activities put in place when segregation of duties could not be
achieved. However, this term has evolved to refer to control activities that mitigate the impact of an identi-
fied control deficiency when evaluating the operating effectiveness of controls and is used in this context
in this Framework.

Internal Control Integrated Framework December 2011 83

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

Principle 11.

Selects and Develops General Controls over

Technology
The organization selects and develops general control
activities over technology to support the achievement
of objectives.

Dependency between the Use of Technology in Business

Processes and Technology General Controls
306 The reliability of technology within business processes, including automated controls,
depends on the presence and proper functioning of the general control activities over
technology, referred to from here on as technology general controls.20 For instance, an
automated matching and edit check examines data entered on-line. If something does
not match, or is in the wrong format, immediate feedback is provided so that correc-

Draft for Public Exposure

tions can be made. Error messages indicate what is wrong with the data, and exception
reports allow for subsequent follow-up.

307 Technology general controls must be implemented and operating for automated
controls to work properly when first developed and implemented (e.g., the automated
control mentioned above edit checks match data with the right transaction or standing
data file, any error message completely and accurately reflects what is wrong, and all
exceptions are reported according to the entitys policies). Technology general con-
trols also help information systems continue to function properly after they are initially
developed and implemented. The automated matching transaction control will work
properly only if technology general controls are designed, implemented, and operating
so that the right files are being used in the matching process and the files are complete
and accurate. Also, proper security limits access to the system to only those who need
it, reducing the possibility of unauthorized edits to the files. Control activities over any
changes to the technology help ensure that it continues to function as intended.

308 As with other entity functions, processes are put in place to select, develop, operate,
and maintain an entitys technology. These processes may be limited to a few activities
over the use of standard technology purchased from an external party (e.g., a spread-
sheet application) or expanded to support both in-house and externally developed tech-
nology. Control activities are selected and developed that contribute to the mitigation of
specific risks surrounding the use of technology processes.

20 Terminology in existing literature varies. These controls are sometimes called general computer controls,
general controls, or information technology controls. The term technology general controls is used
here for convenience to refer to general control activities over technology.

84 Internal Control Integrated Framework December 2011

 Components of Internal Control | Control Activities

Technology General Controls

309 Technology general controls include control activities over the technology infrastruc-
ture, security management, and technology acquisition, development, and mainte-
nance. They apply to all technologyfrom information technology applications on a
mainframe computer, to client/server, desktop, portable computer, and mobile device
environments, to operational technology, such as plant control systems or manufactur-
ing robotics. The extent and rigor of control activities will vary for each of these tech-
nologies depending on various factors, such as the complexity of the technology and
risk of the underlying business process being supported. Similar to business transac-
tion controls, technology general controls may include both manual and automated
controlactivities.

Technology Infrastructure
310 Technology requires an infrastructure in which to operate, ranging from communication
networks for linking technologies to each another and the rest of the entity, to the com-
puting resources for applications to operate, to the electricity to power the technology.
The technology infrastructure can be complex. It may be shared by different business

Draft for Public Exposure

units within the entity (e.g., a shared service center) or outsourced either to third-party
service organizations or to location-independent technology services (e.g., cloud com-
puting). These complexities present risks that need to be understood and addressed.
Given the broad range of possible changes in the use of technology likely to continue
into the future, the organization needs to track these changes and assess and respond
to the new risks.

311 Control activities support the completeness, accuracy, and availability of technology
processing. Whether the infrastructure is batch scheduling for a mainframe computer,
real-time processing in a client/server environment, mobile wireless devices, or a
sophisticated communications network, the technology is actively checked for prob-
lems and corrective action taken when needed. Maintaining technology often includes
backup and recovery procedures, as well as disaster recovery plans, depending on the
risks and consequences of a full or partial outage.

Security Management Processes

312 Security management includes sub-processes and control activities over who and what
has access to an entitys technology. They generally cover access rights at the data,
operating system (system software), network, application, and physical layers. Security
controls over the access to an entitys technology protects it from inappropriate access
and unauthorized use of the system. By preventing unauthorized use of and changes
to the system, data and program integrity are protected from malicious intent (e.g.,
someone breaking into the technology to commit fraud, vandalism, or terrorism) or a
simple error (e.g., a well-intentioned employee using a vacationing colleagues account
to get work done, and executing a transaction erroneously or deleting a file because he
or she is not properly trained in the work).

Internal Control Integrated Framework December 2011 85

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

313 Security threats can come from both internal and external sources. The external threat
is particularly important for entities that depend on telecommunications networks and
the Internet within their business and business processes. Technology users, custom-
ers, and malicious parties may be halfway around the world or down the hall. The many
potential uses of technology and points of entry underscore the importance of security
management. External threats have become prevalent in todays highly interconnected
business environments, and continual effort is required to address these risks.

314 Internal threats from former or disgruntled employees pose unique risks because they
may be both motivated to work against the entity and better equipped to succeed in
carrying out a malicious act due to greater access and knowledge of the entitys secu-
rity management systems andprocesses.

315 User access to technology is generally controlled through authentication control activi-
ties where a unique user identification or token is authenticated against an approved
list. Technology general controls are designed to allow only authorized users on an
approved list. These control activities generally employ a policy where authorized users
are restricted to the applications or functions commensurate with their job responsibili-
ties and support an appropriate segregation of duties. Control activities are used to

Draft for Public Exposure

check requests for access against the approved list. Other control activities are in place
to update access when employees change job functions or leave the entity. A periodic
review of access rights against the policy is often used to check if access remains
appropriate. Access also needs to be controlled when different technology elements are
connected to each other.

Technology Acquisition, Development, and Maintenance Processes

316 Technology general controls support the acquisition, development, and maintenance of
technology. For example, a technology development methodology21 provides a struc-
ture for system design and implementation, outlining specific phases, documentation
requirements, approvals, and checkpoints to control the acquisition, development,
and maintenance of technology. The methodology provides appropriate controls over
changes to technology, which may involve requiring authorization of change requests,
reviewing the changes, approvals, and testing results, and implementing protocols to
determine whether changes are madeproperly.

317 In some companies the development methodology covers the continuum from large
development projects to the smallest changes. In other companies there is a distinct
process and methodology for developing new technology and a separate process for
change management. In either case, a change management process will be in place
to track changes from initiation to final disposition. Changes may arise as a result of a
problem in the technology that needs to be fixed or a request from the user community.

318 The technology general controls included in a development methodology will vary
depending on the risks of the technology initiative. A large or complex development
initiative will generally have greater risks than a small or simple initiative. The extent and
rigor of the controls over the initiative should be sized accordingly.

21 There are many names for this process. One common name is systems development life cycle (SDLC).

86 Internal Control Integrated Framework December 2011

 Components of Internal Control | Control Activities

319 One alternative to in-house development is the use of packaged software. Technology
vendors provide flexible, integrated systems allowing customization through the use of
built-in options. Many technology development methodologies address the acquisition
of vendor packages as a development alternative and include the necessary steps to
provide control over the selection and implementation.

320 Another alternative is outsourcing. While in principle the same considerations apply
whether controls are performed internally or by an outsourced service provider, out-
sourcing presents unique risks and often requires selecting and developing additional
controls over the completeness, accuracy, and validity of information submitted to and
received from the outsourced service provider.

Principle 12.

Deploys through Policies and Procedures

The organization deploys control activities as
manifested in policies that establish what is expected

Draft for Public Exposure

and in relevant procedures to effect the policies.

321 An entity deploys many policies and procedures to achieve its objectives. Control activi-
ties specifically relate to those policies and procedures that contribute to the mitigation
of risks to the achievement of objectives to acceptable levels. A policy, for instance,
might call for review of customer trading activities by a securities dealer retail branch
manager. The procedure is the review itself, performed in a timely manner and with
attention given to factors set forth in the policy, such as the nature and volume of secu-
rities traded, and their relation to customer net worth and age.

322 Many times policies and procedures are communicated orally. Unwritten policies can
be effective where the policy is a long-standing and well-understood practice, and in
smaller organizations where communications channels involve limited management
layers and close interaction with and supervision of personnel. But whether or not it is
written, a policy must establish clear individual responsibility and accountability and be
deployed thoughtfully and conscientiously, and the related procedures must be timely
and be performed diligently and consistently by competent personnel. A procedure
will not be useful if performed by rote, without a sharp, continuing focus on the risks to
which the policy is directed.

323 Further, it is essential that questionable matters identified as a result of the procedure
be investigated and, if appropriate, corrective actions be taken in a timely manner. For
example, suppose a reconciliation of cash accounts detects a discrepancy in one of the
accounts. The accounting clerk follows up with the person in charge of recording cash
and determines that a cash receipt was not recorded properly. The receipt is reapplied
and the correction is reflected in the reconciliation.

Internal Control Integrated Framework December 2011 87

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

324 Follow-up actions vary depending on the size and structure of the entity. They could
range from formal internal communication processes in a large company where operat-
ing units state why performance targets were not met and what actions are being taken
to prevent a recurrence to an owner-manager of a small business walking down the hall
to speak with the plant manager about what went wrong and what needs to be done.

325 Management should periodically reassess policies and procedures and related control
activities for continued relevance and effectiveness, unrelated to being responsive to
significant changes in the entitys risks or objectives. Significant changes would be
evaluated through the risk assessment process. Changes in people, process, and
technology may reduce the effectiveness of control activities or make some control
activities redundant. For example, management may upgrade the purchasing module of
an enterprise resource planning (ERP) system and introduce new automated transaction
control activities that cause the old manual control activities to be redundant and hence
no longer necessary.

Draft for Public Exposure

88 Internal Control Integrated Framework December 2011

 Components of Internal Control | Control Activities

Summary of Principles and Attributes Relating to

Control Activities
Noted below are the three principles and related sixteen attributes for Control Activities.

Selects and Develops Control Activities

10. The organization selects and develops control activities that contribute to the
mitigation of risks to the achievement of objectives to acceptable levels.

Integrates with Risk AssessmentControl activities help ensure that risk

responses that address and mitigate risks are carried out.

Determines Relevant Business ProcessesManagement determines

which relevant business processes require control activities.

Considers Entity-Specific FactorsManagement considers how the

environment, complexity, nature, and scope of its operations, as well as the
specific characteristics of its organization, affect the selection and develop-
ment of control activities.

Draft for Public Exposure

Evaluates a Mix of Control Activity TypesControl activities include a
range and variety of controls and may include a balance of approaches to
mitigate risks, considering both manual and automated controls, and pre-
ventive and detective controls.

Considers at What Level Activities Are AppliedManagement considers

control activities at various levels in the entity.

Addresses Segregation of DutiesManagement segregates incompatible

duties, and where such segregation is not practical, management selects
and develops alternative control activities.

Selects and Develops General Controls over Technology

11. The organization selects and develops general control activities over technology
to support the achievement of objectives.

Determines Dependency between the Use of Technology in Business

Processes and Technology General ControlsManagement understands
and determines the dependency and linkage between business processes,
automated control activities, and technology general controls.

Establishes Relevant Technology Infrastructure Control ActivitiesMan-

agement selects and develops control activities over the technology infra-
structure, which are designed and implemented to help ensure the com-
pleteness, accuracy, and availability of technology processing.

Internal Control Integrated Framework December 2011 89

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

Establishes Relevant Security Management Process Control Activities

Management selects and develops control activities that are designed and
implemented to restrict technology access rights to authorized users com-
mensurate with their job responsibilities and to protect the entitys assets
from external threats.

Establishes Relevant Technology Acquisition, Development, and Main-

tenance Process Control ActivitiesManagement selects and develops
control activities over the acquisition, development, and maintenance of
technology and its infrastructure to achieve managements objectives.

Deploys through Policies and Procedures

12. The organization deploys control activities as manifested in policies that estab-
lish what is expected and in relevant procedures to effect the policies

Establishes Policies and Procedures to Support Deployment of Man-

agements DirectivesManagement establishes control activities that
are built into business processes and employees day-to-day activities

Draft for Public Exposure

through policies establishing what is expected and relevant procedures
specifyingactions.

Establishes Responsibility and Accountability for Executing Policies and

ProceduresManagement establishes responsibility and accountability for
control activities with management (or other designated personnel) of the
business unit or function in which the relevant risksreside.

Performs Using Competent PersonnelCompetent personnel perform

control activities with diligence and continuing focus.

Performs in a Timely MannerResponsible personnel perform control

activities in a timely manner as defined by the policies and procedures.

Takes Corrective ActionResponsible personnel investigate and act on

matters identified as a result of executing control activities.

Reassesses Policies and ProceduresManagement periodically reviews

control activities to determine their continued relevance, and refreshes them
when necessary.

90 Internal Control Integrated Framework December 2011

 Components of Internal Control | Information and Communication

Information and Communication

Chapter Summary:

326 Information is necessary for the entity to carry out internal control responsi-
bilities in support of the achievement of its objectives. Management obtains
or generates and uses relevant and quality information from both internal
and external sources to support the functioning of other components of in-
ternal control. Communication is the continual, iterative process of provid-
ing, sharing, and obtaining necessary information. Internal communication
is the means by which information is disseminated throughout the organiza-
tion, flowing up, down, and across the entity. It enables personnel to receive
a clear message from senior management that control responsibilities must

Draft for Public Exposure

be taken seriously. External communication is twofold: it enables inbound
communication of relevant external information and provides information to
external parties in response to requirements and expectations.

Principles relating to the Information and Communica-

tioncomponent:

13. The organization obtains or generates and uses relevant, quality

information to support the functioning of other components of
internalcontrol.

14. The organization internally communicates information, including

objectives and responsibilities for internal control, necessary to support
the functioning of other components of internal control.

15. The organization communicates with external parties regarding matters

affecting the functioning of other components of internal control.

Internal Control Integrated Framework December 2011 91

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

Introduction
327 The Information and Communication
component of the Framework supports
the functioning of other components of

e
nc
ng
s
ion
internal control. In combination with the

lia
rti
rat

mp
po
e
other components, information and com-

Re

Co
Op

Operating Unit
munication support the achievement of

Function
the entitys objectives, including objectives Control Environment

relevant to internal and external reporting.

Entity Level
Division
Users of the Framework should differenti- Risk Assessment

ate reporting objectives from the informa-

tion and communication component in Control Activities

establishing the system of internal control.

Information & Communication
328 Information is the data that is combined
and summarized based on relevance Monitoring Activities
to information requirements. Informa-
tion requirements are determined by the

Draft for Public Exposure

ongoing functioning of the other internal control components, taking into consideration
the expectations of all users, both internal and external. Information systems support
informed decision making by processing relevant, timely, and quality information from
internal and external sources.

329 Communication enables the organization to share relevant and quality information
internally and externally. Management communicates information internally to enable
personnel to understand the entitys objectives and the importance of their control
responsibilities. Internal communication facilitates the functioning of other components
of internal control by sharing information up, down, and across the entity. External com-
munication enables management to obtain and share information between the entity
and external parties about risks, regulatory matters, changes in circumstances, cus-
tomer satisfaction, and other information relevant to the functioning of the other compo-
nents of internal control.

Principle 13.

Uses Relevant Information

The organization obtains or generates and uses
relevant, quality information to support the
functioning of other components of internal control.

330 Information is necessary for the organization to carry out their internal control respon-
sibilities in support of the achievement of objectives. Information about the entitys
objectives is gathered from board and senior management activities and summarized
in a way that management and others can understand objectives and their role in their
achievement. For example, a wholesale distributor found that its managers did not

92 Internal Control Integrated Framework December 2011

 Components of Internal Control | Information and Communication

have a solid understanding of the key objectives for the organization. The business plan
was detailed and difficult to concisely communicate. The board of directors worked
with senior management to summarize the entitys key objectives into a clear narrative
document that accompanied internally distributed financial statements. In addition, a
balanced scorecard that mapped these goals to metrics and to actual results, both non-
financial and financial, was provided every month basis. Feedback from a subsequent
employee survey indicated that management and other personnel better understood the
organizations objectives.

Information Requirements
331 Obtaining relevant information requires management to identify and define informa-
tion requirements at the relevant level and requisite specificity. Identifying information
requirements is an iterative and ongoing process that occurs throughout the perfor-
mance of an effective internal control system.

332 The following examples illustrate how information in support of the functioning of other
internal control components is identified and defined.

Draft for Public Exposure

Internal Control Component Example of Information Used
Control Environment Management performs an annual entity-wide survey of its employ-
ees to gather information about their personal conduct in relation
to the entitys code of conduct. The survey is part of a process
that produces information to support the control environment
component and may also provide input into the selection, develop-
ment, implementation, or maintenance of control activities.
Risk Assessment As a result of changes in customer demands, an entity changes
its product mix and delivery mechanisms. Expanded on-line sales
have caused credit card transactions to increase significantly.
To assess the risk of non-compliance with security and privacy
regulations associated with credit card information, management
gathers information about the number of transactions, overall
value, and nature of data retained for the last fiscal year and evalu-
ates its significance in conducting its riskanalysis.
Control Activities Certain equipment used in a high-volume production environment
deteriorates if it operates longer than a specified time period. To
maximize equipment lifespan, management obtains and reviews
the daily up-time logs and compares them to ranges set by senior
management. The up-time information supports control activi-
ties that address mitigation procedures required when maximum
up-time levels are exceeded.
Monitoring Activities A large utility company gathers, processes, and reports accident
and injury records related to the power generation operating unit.
Comparing this information with trends in workers compensa-
tion health insurance claims identifies variations from established
expectations. This may indicate that control activities over the
identification, processing, reporting, investigation, and resolution
of accident and injury events may not be functioning as intended.

333 Information requirements are established through activities performed in support of the
other internal control components. These requirements facilitate and direct manage-
ment and other personnel to identify relevant and reliable sources of information and
underlying data. The amount of information and underlying data available to manage-
ment may be more than is needed because of increased sources of information and

Internal Control Integrated Framework December 2011 93

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

334 advances in data collection, processing, and storage. In other cases, data may be diffi-
cult to obtain at the relevant level or requisite specificity. Therefore, a clear understand-
ing of the information requirements directs management and other personnel to identify
relevant and reliable sources of information and data.

Information from Relevant Sources

335 Information is received from a variety of sources and in a variety of forms. The follow-
ing table summarizes examples of internal and external data and sources from which
management can generate useful information relevant to internal controls.

Examples of Internal Sources of Data Examples of Internal Data

1 Email communications Organizational changes
2 Inspections of production floor processing On-time and quality production
experience
3 Minutes or notes from operating committee Actions in response to energy consump-
meetings tion metrics
4 Personal time reporting system Hours incurred on time-based projects

Draft for Public Exposure

5 Reports from manufacturing systems Number of units shipped in a month
6 Responses to customer surveys Factors impacting customer
attritionrates
7 Whistle-blower hotline Complaint on managers behavior

Examples of External Sources of Data Examples of External Data

1 Data received from outsourced service Products shipped from contract
providers manufacturer
2 Industry research reports Competitor product information
3 Peer company earnings releases Market and industry metrics
4 Regulatory bodies New or expanded requirements
5 Social media, blog and other posts Opinions about the entity
6 Trade shows Evolving customer preferences
7 Whistle-blower hotline Claim of misuse of funds, bribery

336 Management considers a comprehensive scope of potential events, activities, and data
sources, available internally and from reliable external sources, and selects those that
are most relevant and useful to the current organizational structure, business model, or
objectives. As change in the entity occurs, the information requirements also change.
For example, entities operating in a highly dynamic business and economic environment
experience continual changes such as highly innovative and quick-moving competitors,
shifting customer expectations, evolving regulatory requirements, globalization, and
technology innovation. Therefore, management re-evaluates information requirements
and adjusts the nature, extent, and sources of information and underlying data to meet
its ongoing needs.

94 Internal Control Integrated Framework December 2011

 Components of Internal Control | Information and Communication

Processing Data through Information Systems

337 Organizations develop information systems to source, capture, and process large
volumes of data from internal and external sources into meaningful, actionable infor-
mation to meet defined information requirements. Information systems encompass a
combination of people, processes, and technology that support business processes
managed internally as well as those that are supported through relationships with out-
sourced service providers and other external parties.

338 Information may be obtained through a variety of forms including manual input or
compilation, or through the use of information technology such as electronic data inter-
change (EDI) or application programming interfaces (API). Conversations with custom-
ers, suppliers, regulators, and employees are also sources of critical data and informa-
tion needed to identify and assess both risks and opportunities. In some instances,
information and underlying data captured requires a series of manual and automated
processes to ensure it is at the relevant level and requisite specificity. In other cases,
information may be obtained directly from an internal or external source.

339 The volume of information accessible to the organization presents both opportunities

Draft for Public Exposure

and risks. Greater access to information can enhance internal control.

340 On the other hand, increased volume of information and underlying data may create
additional risks such as operational risks caused by inefficiency due to data overload, or
compliance risks associated with laws and regulations around data protection, reten-
tion, and privacy and security risks arising from the nature of data stored by or on behalf
of the entity.

341 The nature and extent of information requirements, the complexity and volume of infor-
mation, and the dependence on external parties impacts the range of sophistication of
information systems, including the extent of technology deployed. Regardless of the
level of sophistication adopted, information systems represent the end-to-end informa-
tion processing of transactions and data that enable the entity to collect, store, and
summarize quality and consistent information across the relevant processes, whether
manual, automated, or a combination of both.

342 Information systems developed with integrated, technology-enabled processes provide

opportunities to enhance the efficiency, speed, and accessibility of information to users.
Additionally, such information systems may enhance internal control over security and
privacy risks associated with information obtained and generated by the organization.
Information systems designed and implemented to restrict access to information only
to those who need it and to reduce the number of access points enhance the effective-
ness of mitigating risks associated with the security and privacy of information.

343 Enterprise resource planning (ERP) systems, association management systems (AMS),
corporate intranets, collaboration tools, interactive social media, data warehouses, busi-
ness intelligence systems, operational systems (e.g., factory automation and energy-
usage systems), web-based applications, and other technology solutions present
opportunities for management to leverage technology in developing and implementing
effective and efficient information systems.

Internal Control Integrated Framework December 2011 95

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

344 Achieving the right balance between the benefits and the costs to obtain and manage
information, and the information systems, is a key consideration in establishing an infor-
mation system that meets the entitys needs.

Information Quality
345 Maintaining quality of information is necessary to an effective internal control system,
particularly with todays volume of data and dependence on sophisticated, auto-
mated information systems. The ability to generate quality information begins with the
quality of data sourced. Inaccurate or incomplete data, and the information derived
from such data, could result in potentially erroneous judgments, estimates, or other
managementdecisions.

346 The quality of information depends on whether it is:

SufficientThere is enough information at the right level of detail relevant to

information requirements. Extraneous data is eliminated to avoid inefficiency,
misuse, or misinterpretation

Draft for Public Exposure

TimelyThe information is available from the information system when
needed. Timely information helps with the early identification of events,
trends, and issues.

CurrentThe data gathered is from current sources and is gathered at the

frequencyneeded.

CorrectThe underlying data is accurate and complete. Information systems

include validation checks that address accuracy and completeness, including
necessary exception resolution procedures.

AccessibleThe information is easy to obtain by those who need it. Users

know what information is available and where in the information system the
information is accessible.

ProtectedAccess to sensitive information is restricted to authorized person-

nel. Data categorization (e.g., confidential and top secret) supports information
protection.

VerifiableInformation is supported by evidence from the source.

RetainedInformation is available over an extended period of time to support

inquiries and inspections by external parties.

347 Management establishes information management policies with clear responsibility and
accountability for the quality of the information. For example, senior management of a
decentralized, geographically dispersed government agency identified a risk, specific to
achieving an operational objective, associated with the quality of operational data col-
lected from its 2,000 field units. Management developed a set of specified data require-
ments and a reporting format to be used by all field units. Senior management consis-
tently performed monthly reviews of key metrics derived from the data across all units.
Those units with the best and poorest performance were required to explain the source
of their data to an internal audit team. In addition, agency management used the reports
of unit operational data and metrics on field visits and began asking questions to assess

96 Internal Control Integrated Framework December 2011

 Components of Internal Control | Information and Communication

the units understanding of data on the reports. After six months of implementing this
system of reporting, monthly reviews and field visits, and the related feedback that was
shared throughout the process, the quality of information improved to the level accept-
able to management. To maintain this level, management implemented amended poli-
cies and processes for reporting the operational data and business intelligence technol-
ogy to enable consistent, timely reporting of the information.

348 Information that is obtained from outsourced service providers that manage busi-
ness processes on behalf of the entity, and other external parties on whom the entity
depends, is subject to the same internal control expectations including information
quality. Information requirements are developed by the organization and communicated
to outside service providers and other similar external parties. Control activities are
defined to support the organizations ability to rely on such information, including inter-
nal control over outsourced service providers such as vendor due diligence, exercise
of right-to-audit clauses, and obtaining an independent assessment over the service
providers controls.

Principle 14.

Draft for Public Exposure

Communicates Internally
The organization internally communicates information,
including objectives and responsibilities for internal
control, necessary to support the functioning of other
components of internal control.

349 Communication of information conveyed across the entityincludes:

The importance, relevance, and benefits of effective internal control.

The roles and responsibilities of management and other personnel in perform-

ing controls.

The expectations of the organization to communicate up, down, and across

the entity any matters of significance relating to internal control including
instances of weakness, deterioration, or non-adherence.

350 The organization establishes and implements policies and procedures that facilitate
effective internal communication. This includes specific and directed communication
that addresses individual authorities, responsibilities, and standards of conduct across
the entity. Senior management communicates the entitys objectives clearly through the
organization so that other management and personnel, including non-employees such
as contractors, understand their individual roles in the organization. Such communica-
tion occurs regardless of where personnel are located, their level of authority, or their
functional responsibility.

Internal Control Integrated Framework December 2011 97

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

Internal Control Communication

351 Internal communication begins with the communication of objectives. As management
cascades the communication of the entity-specific objectives throughout the organiza-
tion, it is important that the related sub-objectives or specific requirements are com-
municated to personnel in a manner that allows them to understand how their roles and
responsibilities impact the achievement of the entitys objectives.

352 All personnel also receive a clear message from senior management that their internal
control responsibilities must be taken seriously. Through communication of objectives
and sub-objectives, personnel understand how their roles, responsibilities, and actions
relate to the work of others in the organization, their responsibilities for internal control,
and what is deemed acceptable and unacceptable behavior. As discussed under
Control Environment, by establishing appropriate structures, authorities, and responsi-
bilities, communication to personnel of the expectations for internal control is effected.
However, communication about internal control responsibilities may not on its own be
sufficient to ensure that management and other personnel embrace their accountability
and respond as intended. Often, management must take timely action that is consistent
with such communication to reinforce the messages conveyed.

Draft for Public Exposure

353 In addition, information that is shared through internal communication helps manage-
ment and other personnel recognize any problems or potential problems, determine
their cause, and take corrective action. For example, the internal audit department con-
ducts an audit over the commissions paid to distributors in one international location.
The audit reveals instances of fraudulent reporting of sales through certain distributors.
Further investigation exposes payments by the distributor to the sales representative
responsible for the related distributors. This information is shared with sales manage-
ment in other international locations, enabling them to analyze information more criti-
cally to determine if the issue is more pervasive and take any necessary actions.

354 Communication between management and the board of directors provides the board
with information needed to exercise its oversight responsibility for internal control.
Information relating to internal control communicated to the board generally includes
significant matters about the adherence to, changes in, or issues arising from the
system of internal control. The frequency and level of detail of communication between
management and the board of directors must be sufficient to enable the board of direc-
tors to understand the results of managements separate and ongoing assessments and
the impact of those results on the achievement of objectives. Additionally, the frequency
and level of detail must be sufficient to enable the board of directors to respond to indi-
cations of ineffective internal control in a timely basis.

355 Direct communication to the board of directors by other personnel is also impor-
tant. Members of the board of directors should have direct access to employees
without interference from management. For example, some organizations encourage
board members to meet with management and personnel without senior manage-
ment present. This allows board members to independently ask questions and assess
important matters such as whether the code of conduct is understood and adhered to,
competence of personnel, potential management override of controls, or issues that
employees may not otherwise feel comfortable sharing. Additionally, the overall system

98 Internal Control Integrated Framework December 2011

 Components of Internal Control | Information and Communication

of internal control is enhanced by the existence of an internal audit department that is

independent of management. Internal audit communication to the board of directors is
generally direct, free from management bias and, where necessary, confidential.

Communication beyond Normal Channels

356 For information to flow up, down, and across the organization, there must be open
channels of communication and a clear-cut willingness to report and listen. Manage-
ment and other personnel must believe their supervisors truly want to know about prob-
lems and will deal with them, as necessary. In most cases, normal established reporting
lines in an entity are the appropriate channels of communication. However, personnel
are quick to pick up on signals if management does not have the time or interest to deal
with problems they have uncovered. Compounding the problem is that an unreceptive
manager is usually the last to know that the normal communications channel is inopera-
tive or ineffective.

357 In some circumstances, separate lines of communication are needed to establish a fail-
safe mechanism for anonymous or confidential communication when normal channels

Draft for Public Exposure

are inoperative or ineffective. Many entities provide, and make employees aware of, a
channel for such communications to be received by the board of directors, or a board
delegate such as a member of the audit committee. In some cases, laws and regula-
tions require companies to establish such alternative communications channels (e.g.,
whistle-blower and ethics hotlines). Information systems should include mechanisms
for anonymous or confidential reporting. Employees must fully understand how these
channels operate and how they will be protected to have the confidence to use them.
Policies and procedures exist requiring all communication through these channels to be
assessed, prioritized, and investigated. Escalation procedures ensure that necessary
communication will be made to a specific board member who is responsible for ensur-
ing that timely and proper assessments, investigations, and actions are carried out.

358 These separate mechanisms, which encourage employees to report suspected viola-
tions of an entitys code of conduct without fear of reprisal, send a clear message that
senior management is committed to open communication channels and will act upon
information that is reported to them.

Method of Communication
359 Both the clarity of the information and effectiveness with which it is communicated are
important to ensuring messages are received as intended. Active forms of communica-
tion such as face-to-face meetings are often more effective than passive forms such as
broadcast emails and intranet postings. Periodic evaluation of the effectiveness of com-
munication helps to ensure methods are working. This can be done through a variety
of existing processes such as employee performance evaluations, annual management
reviews, and other feedback programs.

360 Management selects the method of communication, taking into account the audience,
nature of the communication, timeliness, cost, and any legal or regulatory requirements.
Communication can take such forms as:

Internal Control Integrated Framework December 2011 99

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

Dashboards Policies and procedures

Email messages Presentations
Live or online training Social media postings
Memoranda Text messages
One-on-one discussion Webcast and other video forms
Performance evaluations Website or collaboration site postings

361 When choosing a method of communication, management considers the following:

Where messages are transmitted orallyin large groups, smaller meetings,

or one-on-one sessionsthe persons tone of voice and non-verbal cues
emphasize what is being said and enhance understanding and opportunity for
recipients to respond to the communication.

Cultural, ethnic, and generational differences can affect how messages

are received and should be considered in the method of communication to
support a variety of audiences (e.g., by translating messages into multiple
languages, holding one-to-one meetings that respect a preference for privacy
in certain matters, and the use of technology-based media).

Draft for Public Exposure

Communications directly relevant to internal control effectiveness may require
a method that allows for long-term retention. In some instances, employee
acknowledgment of review and understanding of certain policies (e.g., code of
conduct, anti-money laundering, and corporate security) should beretained.

Time-sensitive communications delivered through informal methods such as

email, text messaging, and social media postings may be sufficient and more
cost-effective, particularly when confidentiality or retention is not necessary.

Management and personnel that communicate solely through formal means

(e.g., official office memos) may not reach their intended audience and may
not receive return communications from those who are more comfortable
using informal means of communication (e.g., email, text messages or social
media postings).

362 Regardless of the method of communication used, management considers its require-
ments to retain communications, particularly those to external parties or those that
relate to the entitys compliance with laws and regulations. Given the potential volume
and ability to store and retrieve such information, this requirement may be challenging
when management relies on real-time, technology-enabled communication. Control
activities over retention of internal control information consider the challenges of
advances in technology, including communication and collaboration technologies used
to support internalcontrol.

363 Communication of information related to internal control responsibilities alone may not
be sufficient to ensure that management and other personnel receive and respond as
intended. Consistent and timely actions taken by management with such communica-
tion reinforce the messages conveyed.

100 Internal Control Integrated Framework December 2011

 Components of Internal Control | Information and Communication

Principle 15.

Communicates Externally
The organization communicates with external parties
regarding matters affecting the functioning of other
components of internal control.

364 Communication occurs not only within the entity, but with those outside as well. With
open two-way external communication channels, important information concerning the
entitys objectives may be obtained from and provided to shareholders, business part-
ners, owners, customers, regulators, financial analysts, and other external parties.

365 The organization establishes and implements policies and procedures that facilitate
effective external communication. This includes mechanisms to obtain or receive infor-
mation from external parties and to share that information internally, allowing manage-
ment and other personnel to identify trends, events, or circumstances that may impact
the achievement of objectives. For example, soliciting customer input on the design

Draft for Public Exposure

or quality of products or services may enable an entity to address evolving customer
demands or preferences. Alternatively, customer or supplier complaints or inquiries
about shipments, receipts, billings, or other unusual activities may indicate operating
problems, fraudulent activities, or errors.

Outbound Communication
366 Communication to external parties allows them to readily understand events, activities,
or other circumstances that may affect how they interact with the entity. Managements
communication to external parties sends a message about the importance of internal
control in the organization by demonstrating open lines of communication. Commu-
nication to external suppliers and customers is critical to establishing the appropriate
control environment. Suppliers and customers need to fully understand the entitys
values and cultures. They are informed of the entitys code of conduct and recognize
their responsibilities in helping to ensure compliance with the code of conduct. For
example, management distributes its policies and practices for business dealings with
vendors upon approval of a new vendor and requires the vendor to acknowledge its
adherence prior to the approval of an initial purchase order with the vendor.

Inbound Communication
367 Communications from external parties may also provide important information on the
functioning of the entitys internal control system. These can include:

An independent assessment of internal controls at an outsourced service

provider related to the organizations objectives.

An independent auditors assessment of internal control over financial or non-

financial reporting of the entity.

Internal Control Integrated Framework December 2011 101

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

Customer feedback related to product quality, improper charges, and missing

or erroneous receipts.

New or changed laws, regulations, standards and other requirements of stan-

dard, and rule-setting bodies.

Results from regulatory compliance reviews or examinations such as banking,

securities or taxing authorities.

Vendor questions related to timely or missing payments for goods sold.

368 Information resulting from external assessments about the organizations activities that
relate to matters of internal control are evaluated by management and, where appropri-
ate, communicated to the board of directors. For example, management has entered
into an arrangement that allows the organization to periodically use externally managed
technology services to perform transaction processing in lieu of hiring personnel and
purchasing and implementing additional hardware and software internally. The orga-
nization uses sensitive customer data in certain processes. To maintain compliance
with the entitys policies and external laws, regulations, and standards, an assessment
of internal control over the security and privacy of externally transmitted data over
(including data transmitted over the internet) is performed by a third party. The results

Draft for Public Exposure

of the assessment reveal weaknesses in internal control that could impact the secu-
rity and privacy of data. Management assesses the significance of the weaknesses
and reports information necessary to enable the board of directors to carry out its
oversightresponsibilities.

369 The interdependence of business processes between the entity and outsourced service
providers can blur the lines of responsibility between the entitys internal control system
and that of outsourced service providers. This creates a need for more rigorous com-
munication between the parties. For example, supply chain management in a global
retail company occurs through a dynamic, interactive exchange of activities between
the company, vendors, logistics providers, and contract manufacturers. Internal control
over the end-to-end processes becomes a shared responsibility, but there may be
uncertainty about which entity is responsible at a particular stage of the process. Com-
municating with external parties responsible for activities supporting the entitys objec-
tives may facilitate the risk assessment process, the oversight of business activities,
decision making, and the identification of responsibility for internal control throughout
the process regardless of where activities occur.

Communication beyond Normal Channels

370 Complexity of business relationships between the entity and external reviewers may
arise through service provider and other outsourcing arrangements, joint ventures
and alliances, and other transactions that create mutual dependencies between the
parties. Such complexity may create concerns over how business is being conducted
by or between the parties. In this case, the organization makes separate communica-
tion channels available to external parties, such as customers, suppliers, and external
service providers to allow them to communicate directly with management and other
personnel. For example, a customer of products developed through a joint venture
may learn that one of the joint venture partners sold products in a country that was not

102 Internal Control Integrated Framework December 2011

 Components of Internal Control | Information and Communication

agreed to under the joint venture arrangement. Such a breach may affect the cus-
tomers ability to use or resell the products, impacting the customers business. The
customer needs a channel in which it can communicate concerns to others in the orga-
nization without disrupting its ongoing operations.

Method of Communication
371 Similar to internal communications, the means by which management communicates
externally impacts the ability to obtain information needed as well as to ensure that key
messages about the organization are received and understood. Management considers
the method of communication used, which can take many forms, taking into account
the audience, the nature of the communication, timeliness, and any legal or regula-
tory requirements. For example, customers who regularly access company informa-
tion through a customer portal may receive messages through postings made on
theirwebsite.

372 Press and news releases issued through investor or public relations channels are often
effective for reaching a broad audience of external parties, ensuring wide distribution

Draft for Public Exposure

and increasing the likelihood that information is received. Blogs, social media, elec-
tronic billboards, and email are also common forms of external communication because
they can be tailored and directed to the specific party, help to control the information
obtained by external parties, and support expectations that information can be sent and
received quickly with greater use of mobile communication devices.

Internal Control Integrated Framework December 2011 103

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

Summary of Principles and Attributes Relating to

Information and Communication
Noted below are the three principles and related fourteen attributes for Information
andCommunication.

Uses Relevant Information

13. The organization obtains or generates and uses relevant, quality information to
support the functioning of other components of internal control.

Identifies Information RequirementsA process is in place to identify the

information required and expected to support the functioning of the other
components of internal control and the achievement of entitys objectives.

Captures Internal and External Sources of DataInformation systems

capture internal and external sources of data.

Processes Relevant Data into InformationInformation systems process

and transform relevant data into information.

Draft for Public Exposure

Maintains Quality Throughout ProcessingInformation systems produce
information that is timely, current, accurate, complete, accessible, pro-
tected, and verifiable and retained. Information is reviewed to assess its
relevance in supporting the internal control components.

Considers Costs and BenefitsThe nature, quantity, and precision of infor-

mation communicated are commensurate with and support the achieve-
ment of objectives.

Communicates Internally
14. The organization internally communicates information, including objectives
and responsibilities for internal control, necessary to support the functioning of
other components of internal control.

Communicates Internal Control Information with PersonnelA process

is in place to communicate required information to enable all personnel to
understand and carry out their internal control responsibilities.

Communicates with the Board of DirectorsCommunication exists

between management and the board of directors so that both have informa-
tion needed to fulfill their roles with respect to the entitys objectives.

Provides Separate Communication LinesSeparate communication chan-

nels, such as whistle-blower hotlines, are in place and serve as fail-safe
mechanisms to enable anonymous or confidential communication when
normal channels are inoperative or ineffective.

Selects Relevant Method of CommunicationThe method of communica-

tion considers the timing, audience, and nature of the information.

104 Internal Control Integrated Framework December 2011

 Components of Internal Control | Information and Communication

Communicates Externally
15. The organization communicates with external parties regarding matters affect-
ing the functioning of other components of internal control.

Communicates to External PartiesProcesses are in place to communi-

cate relevant and timely information to external parties including sharehold-
ers, partners, owners, regulators, customers, and financial analysts and
other external parties.

Enables Inbound CommunicationsOpen communication channels allow

input from customers, consumers, suppliers, external auditors, regulators,
financial analysts, and others, providing management and the board of
directors with relevantinformation.

Provides Separate Communication LinesSeparate communication chan-

nels, such as whistle-blower hotlines, are in place and serve as fail-safe
mechanisms to enable anonymous or confidential communication when
normal channels are inoperative orineffective.

Communicates with the Board of DirectorsRelevant information resulting

Draft for Public Exposure

from assessments conducted by external parties is communicated to the
board of directors.

Selects Relevant Method of CommunicationThe method of communica-

tion considers the timing, audience, and nature of the communication and
legal, regulatory, and fiduciary requirements and expectations.

Internal Control Integrated Framework December 2011 105

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

Draft for Public Exposure

106 Internal Control Integrated Framework December 2011

 Monitoring Activities

Chapter Summary:

373 Ongoing evaluations, separate evaluations, or some combination of the two

are used to ascertain whether each of the five components of internal con-
trol, including controls to effect the principles within each component, are
present and functioning. Ongoing evaluations, built into business processes
at different levels of the entity, provide timely information. Separate evalu-
ations, conducted periodically, will vary in scope and frequency depend-
ing on assessment of risks, effectiveness of ongoing evaluations, and other
management considerations. Findings are evaluated against managements
criteria and deficiencies are communicated to management and the board

Draft for Public Exposure

of directors as appropriate.

Principles relating to the Monitoring Activities Component:

16. The organization selects, develops, and performs ongoing and/or

separate evaluations to ascertain whether the components of internal
control are present and functioning.

17. The organization evaluates and communicates internal control

deficiencies in a timely manner to those parties responsible for taking
corrective action, including senior management and the board of
directors, as appropriate.

Internal Control Integrated Framework December 2011 107

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

Introduction
374 Monitoring activities assess whether
each of the five components of internal
control are present and functioning. The

e
nc
ng
s
ion
organization uses ongoing and separate

lia
rti
rat

mp
po
e
evaluations to ascertain whether controls

Re

Co
Op

Operating Unit
to effect principles across the entity and

Function
its subunits are present and functioning. Control Environment

Monitoring is a key input into the organi-

Entity Level
Division
zations assessment of the effectiveness Risk Assessment

of internal control. It provides valuable

support for assertions, if required, regard- Control Activities

ing the effectiveness of the system of

internal control. Information & Communication

375 An entitys system of internal control will Monitoring Activities

often change. The entitys objectives
and the components of internal control

Draft for Public Exposure

may also change over time. Also, procedures may become less effective or obsolete,
may no longer be in place and functioning, or may be deemed insufficient to support
the achievement of the new or updated objectives. Monitoring activities are selected,
developed, and performed to ascertain whether each component continues to be
present and functioning or if change is needed. When a component or a principle drawn
from the five components is not present and functioning, some form of internal control
deficiency exists. Management also needs to determine whether the system of internal
control continues to be relevant and able to address new risks.

376 Where appropriate, monitoring activities identify and examine expectation gaps relating
to anomalies and abnormalities, which may indicate that one or more components of
internal control, including controls to effect principles across the entity and its subunits,
are not present and functioning. Monitoring activities will generally identify root causes
of such breakdowns. Monitoring activities operate within various business processes
and across the entity and its subunits.

377 Organizations need to consider underlying details in determining whether an activity is a

control activity versus a monitoring activity especially where the activity involves some
level of supervisory review. Review activities are not automatically classified as monitor-
ing activities. For example, the intent of a monthly completeness control activity would
be to detect and correct errors, where a monitoring activity would ask why there were
errors in the first place, and task management with fixing the process to prevent future
errors. In simple terms, a control activity responds to a specific risk, whereas a monitor-
ing activity assesses whether controls within each of the five components of internal
control are operating as intended, among other things.

108 Internal Control Integrated Framework December 2011

 Components of Internal Control | Monitoring Activities

378 The following examples illustrate the relationship between control activities and monitor-
ing activities of a payable reconciliation.

Control Activities Monitoring Activities

The accounts payable (AP) clerk at Management independent of those
Division A reconciles the Division A involved in the performance of the
payables sub-ledger to the general controlactivity:
ledger on a periodic basis. Reconciling
items are investigated and resolved on a -- Inspects documentation that the rec-
timely basis. onciliations were performed across
all divisions or subsidiaries.
-- Examines for identifiable trends
in the volume and/or nature of the
reconciling items noted.
Management evaluates whether the
sources and the quality of information
used for the payable reconciliation are
appropriate.
Management evaluates whether new
risks relating to changes in internal
and external factors were identified,
assessed, and responded to in the pay-

Draft for Public Exposure

ables reconciliation.
The AP supervisor periodically reviews Semi-annually, management evaluates
and approves the payables sub-ledger whether supervisors performing the
to general ledger account reconciliation. review and approval are properly trained
and knowledgeable.

Principle 16.

Conducts Ongoing and/or Separate Evaluations

The organization selects, develops, and performs
ongoing and/or separate evaluations to ascertain
whether the components of internal control are
present and functioning.

379 Monitoring can be done in two ways: through ongoing evaluations or separate evalu-
ations, or some combination of the two. Ongoing evaluations are generally defined,
routine operations, built in to business processes and performed on a real-time basis,
reacting to changing conditions. Where ongoing evaluations are built in to business pro-
cesses the components of internal control usually are structured to monitor themselves
on an ongoing basis, at least to some degree. Separate evaluations are conducted
periodically by objective management personnel, internal audit, and/or external parties,
among others. The scope and frequency of separate evaluations is a matter of manage-
ment judgment.

Internal Control Integrated Framework December 2011 109

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

380 Since separate evaluations take place periodically, problems will often be identified
more quickly by ongoing evaluations. Many entities with sound ongoing evaluations will
nonetheless conduct separate evaluations of the components of internal control. An
entity that perceives a need for frequent separate evaluations may consider identifying
ways to enhance ongoing evaluations.

381 Management selects, develops, and performs a mix of monitoring activities usually
including both ongoing and separate evaluations, to ascertain whether each of the five
components of internal control are present and functioning. As part of monitoring the
five components, management uses these evaluations to ascertain whether controls
to effect principles across the entity and its subunits have been implemented and are
operating as intended. The decision of whether to conduct ongoing, separate evalua-
tions or some combination of the two may occur at different levels of the entity. Thought
is given to the scope and nature of the entitys operations, changes in internal and
external factors, and the associated risks when developing the ongoing and separate
evaluations.

382 Management considers the rate that an entity or the entitys industry is anticipated to
change. An entity in an industry that is quickly changing may need to have more fre-

Draft for Public Exposure

quent separate evaluations and may reconsider the mix of ongoing and separate evalu-
ations during the period of change. For example, banks subject to financial regulatory
reforms select and develop monitoring activities that anticipate future change and reac-
tions to the changing regulatory environment. Usually, some combination of ongoing
and separate evaluations will validate whether or not the components of internal control
remain present and functioning.

383 Monitoring activities may be used to support external reporting including management
assertions over the entitys system of internal control or other forms of compliance
reporting. The requirements of external reporting or management assertions will usually
affect the combination of ongoing and separate evaluations and how they are selected,
developed, and performed.

384 Understanding the design and current state of a system of internal control system
provides useful baseline information for establishing ongoing and separate evaluations.
When change occurs within the components of internal control the baseline may need
to be re-evaluated to make sure monitoring activities are aligned with the other compo-
nents of internal control.

Ongoing Evaluations
385 Manual and automated ongoing evaluations monitor the presence and functioning of
the components of internal control in the ordinary course of managing the business.
Ongoing evaluations are generally performed by line operating or functional manag-
ers, who are competent and have sufficient knowledge to understand what is being
evaluated, giving thoughtful consideration to implications of information they receive.
By focusing on relationships, inconsistencies, or other relevant implications, they raise
issues and follow up with other personnel as necessary to determine whether corrective
or other action is needed.

386 Entities frequently use technology to support control activities and monitor the compo-
nents of internal control. Technology offers an opportunity to use computerized moni-
toring, which has a very high standard of objectivity (once programmed and tested) and

110 Internal Control Integrated Framework December 2011

 Components of Internal Control | Monitoring Activities

allows for efficient review of large volumes of data at a low cost. Advances in automated
activities have made continuing monitoring computer applications available, and these
should be considered when selecting ongoing evaluations.

387 The following examples illustrate ongoing evaluations.

The quality officer of a medium-size manufacturing company participates in a monthly produc-

tion meeting where he or she obtains information regarding approval of product modifications. The
quality officer review raises probing questions to identify unusual trends or anomalies, may initiate
investigations, and may use information obtained from the investigations to modify control activities
that authorize other personnel to alter production terms.
An entity uses software to automate the review of all payment transactions. This software identifies
unusual transactions within the payable business process, including the identification of possible
duplicate payments, based on pre-established parameters. Identified anomalies are investigated to
determine the root cause and any internal control deficiencies are identified, reported, and appropri-
ately acted on.
The chief compliance officer, as part of his or her review of the monthly reporting process to the
board reviews reports from the entitys hotline process for trends, and makes direct inquiries into any
increased activity.
An entity allows a contract management variance of 5% in paying contractors. The contract pay-
ments are reviewed quarterly to determine if any staff are routinely approving within the 5% vari-
ance, since the 5% should be an exception and not routine. Identified exceptions are investigated to

Draft for Public Exposure

determine if there are any internal control deficiencies. If deficiencies are found, they are reported to
determine if adjustments to the process are necessary.

Separate Evaluations
388 Separate evaluations are generally not ingrained within the business but can be useful
in taking a fresh look at whether each of the five components of internal control are
present and functioning. Such evaluations include observations, inquiries, reviews, and
other examinations, as appropriate, to ascertain whether controls to effect principles
across the entity and its subunits, are present and functioning. Separate evaluations of
the components of internal control vary in scope and frequency, depending on the sig-
nificance of risks, risk responses, results on ongoing evaluations, and expected impacts
on the control components in managing the risks. Higher priority risks and responses
should be evaluated often in greater depth and/or more often than lower priority risks.
While higher priority risks can be evaluated with both ongoing and separate evaluations,
separate evaluation may provide feedback on the results of ongoing evaluations and
the number of separate evaluations can be increased as necessary. A separate evalu-
ation of the overall internal control system, or specific components of internal control,
may be appropriate for a number of reasons: major strategy or management change,
acquisitions or dispositions, changes in economic or political conditions, or changes in
operations or methods of processing information. The evaluation scope is determined
by which of the three objectives categoriesoperations, reporting, or complianceare
being addressed.

389 Separate evaluations are often conducted through the internal audit function and while
having an internal audit function is not a requisite of internal control22, it can enhance
the scope, frequency, and objectivity of such reviews. Since separate evaluations are
conducted periodically by independent managers, employees, or external parties to
provide feedback with greater objectivity, evaluators need to be knowledgeable about

22 Some external bodies may require an entity to have an internal audit function. For example the New York
Stock Exchange requires all corporations who list securities on this exchange to have an internal audit
function (NYSE Listed Company Manual 303A.07(d)).

Internal Control Integrated Framework December 2011 111

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

the entitys activities and how the monitoring activities function, and understand what is
being evaluated. Procedures designed to operate in a particular way may be modified
over time to operate differently, or they may no longer be performed. Sometimes new
procedures are established, but are not known to those who described the process and
are not included in available documentation. Determining the actual functioning can be
accomplished by holding discussions with personnel who perform or are affected by
controls, by examining performance records, or by a combination ofprocedures.

390 The evaluator analyzes the components of internal control design and operation,
and the results of evaluations. The analysis is conducted against the backdrop of
managements established standards for each component, with the ultimate goal of
determining whether the process provides reasonable assurance with respect to the
statedobjectives.

Separate Evaluation Approaches

391 There are a variety of approaches available to perform separate evaluations. The scope,
nature, frequency, and formality of approaches vary with the relative importance of the
risk responses and related components and principles of internal control that are being
evaluated. Separate evaluations may include:

Draft for Public Exposure

Internal Audit EvaluationsInternal auditors are often objective and com-
petent resources, whether in-house or outsourced, and perform separate
evaluations as part of their regular duties, or at the specific request of senior
management or the board of directors. For example, the internal audit func-
tion develops each year an internal audit plan of projects that are selected
based on a risk-based approach aligned with organizational objectives and
stakeholder priorities. Reports are distributed to senior management, the audit
committee, and to other parties positioned to take action on the recommen-
dations in the report.

Other Objective EvaluationsFor entities that lack an internal audit group or

for entities that have other quality functions that perform internal audit-like
activities (such as a controls compliance group), management may use other
internal or external objective reviewers, such as compliance officers, opera-
tions specialist, IT security specialists, consultants, or others in considering
the presence and functioning of components of internal control. For example,
an entitys IT security specialist periodically evaluates the entitys compliance
with ISO/IEC 27002 Information Security Standard.

Cross Operating Unit or Functional EvaluationsAn entity may use person-

nel from different operating units or functional areas to evaluate components
of internal controls. For example, quality audit personnel from operating unit
A periodically evaluate the internal controls of operating unit B. Also, adding
personnel from different operating units or functional areas on evaluations
may improve communications between the operating unit or functional area.

Benchmarking/Peer EvaluationsSome entities compare or benchmark

components of internal control against those of other entities. Such compari-
sons might be done directly with another entity or under the auspices of trade
or industry associations. Other entities may be able to provide comparative
information. A word of caution: when conducting comparisons consider the
differences that always exist in objectives, facts, and circumstances.

112 Internal Control Integrated Framework December 2011

 Components of Internal Control | Monitoring Activities

Self-AssessmentsSeparate evaluations may take the form of self-assess-

ments, where those responsible for a particular unit or function will assess the
presence and functioning of components of internal control relating to their
activities. For example, the chief executive of a food product division directs
the evaluation of its internal control activities related to food safety regula-
tions. He or she personally assesses the controls associated with strategic
choices and high-level objectives as well as the components of internal envi-
ronment, and individuals in charge of the divisions various operating activities
assess the presence and functioning of internal components relative to their
spheres of responsibility. Since self-assessments have less objectivity than
other separate evaluation approaches, the evaluator or those using the report
will determine the weight and value to be placed on theresults.

Outsourced Service Providers

392 Entities that use outsourced service providers for services such as third-party ware-
housing, internet hosting, health care claims processing, retirement plan administra-
tion, or loan services need to understand the activities and controls associated with the
services and how the outsourced service providers internal control system impacts the

Draft for Public Exposure

entitys system of internal control.

393 Entities may use the following approaches to gain an understanding of the outsourced
service providers system of internal control since the type of information required to
monitor outsourced service providers varies:

The user of outsourced services may conduct its own separate evaluations of
the outsourced service providers system of internal control as relevant to the
entity. In these circumstances an entity should build into its contract with any
outsourced service provider a right-to-audit clause to allow for its own sepa-
rate evaluation and access to visit the provider.

Relevant information concerning internal control at an outsourced service

provider may be attained by reviewing an independent audit or examination
report.23 When reviewing such reports, organizations should consider the
content of the assertions and attestations to be satisfied that the outsourced
service providers controls interface with the entitys controls, and that the
tests and results of the outsourced service providers controls provide suf-
ficient comfort to the user entity. In these circumstances an entity should build
into its contract with any outsourced service provide a requirement for an
independent audit or examination report.

When considering circumstances such as the nature and scope of information

transferred between parties and the nature of the processing and reporting
the outsourced service provider performs, an entity may be able to determine
that there is sufficient internal control over processing provided by the out-
sourced service provider without additional documentation.

23 Examples of attestations for external financial reporting include a Service Organization Control (SOC)
report issued pursuant to the AICPAs Statement on Standards for Attestation Engagements No 16 (SSAE
16 or SOC 1) or the International Standard on Assurance Engagements 3402 report (ISAE 3402).

Internal Control Integrated Framework December 2011 113

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

Principle 17.

Evaluates and Communicates Deficiencies

The organization evaluates and communicates
internal control deficiencies in a timely manner to
those parties responsible for taking corrective action,
including senior management and the board of
directors, as appropriate.

394 In conducting monitoring activities, the organization may identify matters worthy of
attention. Those that represent a potential or real shortcoming in some aspect of the
system of internal control that has the potential to adversely affect the ability of the
entity to achieve its objectives are referred to as deficiencies. In addition, the organiza-
tion may identify opportunities to improve the efficiency of internal control, or areas
where changes to the current system of internal control may provide a greater likelihood
that the entitys objectives will be achieved. Although the identifying and assessing

Draft for Public Exposure

potential opportunities is not part of the system of internal control, the organization will
typically want to capture any opportunities identified and communicate those to the
strategy or objective-setting processes.

395 Deficiencies in an entitys components of internal control and underlying principles may
surface from a variety of sources:

Monitoring activities, including:

-- Ongoing evaluations of an entity, including managerial activities and

everyday supervision of employees, generate insights from those who are
directly involved in the entitys activities. These insights are obtained in real
time and can quickly identify deficiencies.

-- Separate evaluations performed by management, internal auditors, func-

tional managers, and other personnel can highlight areas that need to be
improved.

Other components of internal control that provide input relative to the opera-
tion of that component.

External parties such as customers, vendors, external auditors, and regula-

tors frequently provide important information about an entitys components of
internal control.

Communication of Findings
396 Results of ongoing and separate evaluations are assessed against managements crite-
ria to determine to whom to report and what is reported.

114 Internal Control Integrated Framework December 2011

 Components of Internal Control | Monitoring Activities

397 All identified internal control deficiencies that can affect an entitys ability to develop
and achieve its objectives are communicated to those positioned to take timely correc-
tive actions. Additionally scope and approach, as well as any deficiencies, may need
to be reported to those conducting the overall assessment of effectiveness of internal
control and concluding thereon.

398 The nature of matters to be communicated varies depending on how the deficiency
is evaluated against managements criteria, individuals authority to deal with circum-
stances that arise, and the oversight activities of superiors. After deficiencies are evalu-
ated management tracks whether remediation efforts are conducted on a timely basis.

399 Internal control deficiencies are usually reported both to the parties responsible for
taking corrective action and to at least one level of management above that person. This
higher level of management provides needed support or oversight for taking correc-
tive action and is positioned to communicate with others in the entity whose activities
may be affected. Where findings cut across organizational boundaries, the deficiencies
are reported to all relevant parties and to a sufficiently high level to drive appropriate
action. For instance, deficiencies relating to the board of directors where the board is
not independent to the extent required or the board did not provide sufficient oversight

Draft for Public Exposure

would be reported as prescribed by the entitys reporting protocols to the full board, the
chair of the board, lead director, and/or the nominating/governance or other appropriate
board committees.

400 In considering what needs to be communicated, it is necessary to look at the impli-

cations of findings. It is essential that not only a particular transaction or event be
reported, but also that related faulty procedures be re-evaluated. Alternative communi-
cations channels should also exist for reporting sensitive information such as illegal or
improperacts.

Reporting to Senior Management and the Board

ofDirectors
401 Providing information on internal control deficiencies to the right party is critical. Defi-
ciencies that are categorized as material weaknesses, significant deficiencies, minor
non-conformities, and major non-conformities are reported to senior management and
the board of directors, as appropriate and in accordance with the reporting directives
that the entity has established. For example, the board of directors may ask manage-
ment or internal or external auditors to communicate material weaknesses, significant
deficiencies, major non-conformities and other deficiencies and nonconformities that
meet a specified threshold.

402 Additionally, deficiencies may need to be reported externally. This depends on the type
of entity and the requirements they are subject to.

Internal Control Integrated Framework December 2011 115

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

Summary of Principles and Attributes Relating to

Monitoring Activities
Noted below are the two principles and eleven related attributes for
MonitoringActivities.

Conducts Ongoing and/or Separate Evaluations

16. The organization selects, develops, and performs ongoing and/or separate
evaluations to ascertain whether the components of internal control are present
andfunctioning.

Considers a Mix of Ongoing and Separate EvaluationsManagement

includes a balance of ongoing and separate evaluations.

Establishes Baseline UnderstandingThe design and current state of an

internal control system are used to establish a baseline for ongoing and
separate evaluations.

Considers Rate of ChangeManagement considers the rate of change in

Draft for Public Exposure

business and business processes when selecting and developing ongoing
and separateevaluations.

Uses Knowledgeable PersonnelEvaluators performing ongoing and

separate evaluations have sufficient knowledge to understand what is being
evaluated.

Integrates with Business ProcessesOngoing evaluations are built into the

business processes and adjust to changing conditions.

Objectively EvaluatesSeparate evaluations are performed periodically to

provide objective feedback.

Adjusts Scope and FrequencyManagement varies the scope and fre-

quency of separate evaluations depending on risk.

116 Internal Control Integrated Framework December 2011

 Components of Internal Control | Monitoring Activities

Evaluates and Communicates Deficiencies

17. The organization evaluates and communicates internal control deficiencies in a
timely manner to those parties responsible for taking corrective action, including
senior management and the board of directors, as appropriate.

Assesses ResultsManagement and the board of directors, as appropri-

ate, assess results of ongoing and separate evaluations.

Communicates Deficiencies to ManagementDeficiencies are communi-

cated to parties responsible for taking corrective action and to at least one
level of management above.

Reports Deficiencies to Senior Management and the Board of Directors

Deficiencies are reported to senior management and to the board of direc-
tors, as appropriate.

Monitors Corrective ActionsManagement tracks whether deficiencies are

remediated on a timely basis.

Draft for Public Exposure

Internal Control Integrated Framework December 2011 117

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

Draft for Public Exposure

118 Internal Control Integrated Framework December 2011

 Limitations of Internal Control

Limitations of Internal Control

Chapter Summary:

403 Internal control, no matter how well designed and operated, can provide
only reasonable assurance to management and the board of directors re-
garding achievement of an entitys objectives. The likelihood of achievement
is affected by limitations inherent in all internal control systems. These in-
clude the realities that human judgment in decision making can be faulty,
and that breakdowns can occur because of human failures such as simple
error or mistake. Additionally, controls can be circumvented by the collusion
of two or more people colluding, and because management can override the
internal control system.

Draft for Public Exposure

Internal Control Integrated Framework December 2011 119

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

404 Internal control has been viewed by some observers as ensuring that an entity will not
failthat is, the entity will always achieve its operations, reporting, and compliance
objectives. In this sense, internal control sometimes is looked upon as a cure-all for all
real and potential business ills. This view is misguided. Internal control is not a panacea.

405 In considering limitations of internal control, two distinct concepts must be recognized:

First, internal control, even effective internal control, operates at different

levels for different objectives. For objectives related to the effectiveness and
efficiency of an entitys operationsachieving its basic mission, profitability
goals, and the likeinternal control can help to ensure that management is
aware of the entitys progress, or lack of it. But it cannot provide even reason-
able assurance that the objectives themselves will be achieved.

Second, internal control cannot provide absolute assurance for any of the
three objectives categories.

406 The first set of limitations acknowledges that certain events or conditions are simply
outside managements control. The second acknowledges that no system will always do
what its intended to do. The best that can be expected in any internal control system is

Draft for Public Exposure

that reasonable assurance be obtained, which is the focus of this chapter.

407 Reasonable assurance certainly does not imply that internal control systems will fre-
quently fail. Many factors, individually and collectively, serve to strengthen the concept
of reasonable assurance. The cumulative effect of controls that satisfy multiple objec-
tives and the multipurpose nature of controls reduce the risk that an entity may not
achieve its objectives. Furthermore, the normal, everyday operating activities and
responsibilities of people functioning at various levels of an organization are directed
at achieving the entitys objectives. Indeed, among a cross-section of well-controlled
entities, it is very likely that most will be regularly apprised of movement toward their
operations objectives, will regularly achieve compliance objectives, and will consistently
produceperiod after period, year after yearreliable external reporting. However,
because of the inherent limitations discussed above, there is no guarantee that, for
example, an uncontrollable event, mistake, or improper reporting incident could never
occur. In other words, even an effective internal control system can experience a failure.
Reasonable assurance is not absolute assurance.

Preconditions of Internal Control

408 This Framework specifies several areas that are part of the management process but
not part of internal control. Two such areas relate to objectives being a pre-condition
to internal control and to parts of the governance process that extend the boards role
beyond internal control. There is a key dependency established on these areas, among
others, to also be effective. An entitys weak governance processes for selecting, devel-
oping, and evaluating board members may limit its ability to provide appropriate over-
sight of internal control. Similarly, an entity that has an ineffective strategy-setting and
objective-setting process may be challenged in its ability to achieve poorly constructed,
unrealistic, or unsuitable objectives. The internal control process cannot encompass
all activities undertaken by the entity, and weaknesses in these important areas may
impede the organization in having effective internal control.

120 Internal Control Integrated Framework December 2011

 Limitations of Internal Control

Judgment
409 The effectiveness of controls is limited by the realities of human frailty in the making of
business decisions. Such decisions must be made with human judgment in the time
available, based on information at hand, and under the pressures of the conduct of
business. Some decisions based on human judgment may later, with the clarity of hind-
sight, be found to produce less than desirable results, and may need to be changed.

Breakdowns
410 Even if internal controls are well designed, they can break down. Personnel may mis-
understand instructions, they may make mistakes in judgment, or they may commit
errors due to carelessness, distraction, or being asked to focus on too many tasks. For
example, an accounting department supervisor responsible for investigating excep-
tions might simply forget or fail to pursue the investigation far enough to be able to
make appropriate corrections. Temporary personnel carrying out control duties for
vacationing or sick employees might not perform correctly. System changes may be
implemented before personnel have been trained to react appropriately to signs of

Draft for Public Exposure

incorrectfunctioning.

Management Override
411 An internal control system can only be as effective as the people who are responsible
for its functioning. Even an entity with an effective system of internal control may have a
manager who is willing and able to override internal control.

412 The term management override is used here to mean overruling prescribed policies
or procedures for illegitimate purposes with the intent of personal gain or an enhanced
presentation of an entitys financial condition or compliance status. A manager of a divi-
sion or operating unit, or a member of senior management, might override the control
for many reasons: to increase reported revenue to cover an unanticipated decrease in
market share, to enhance reported earnings to meet unrealistic budgets, to boost the
market value of the entity prior to a public offering or sale, to meet sales or earnings
projections to bolster bonus payouts tied to performance, to appear to cover violations
of debt covenant agreements, or to hide lack of compliance with legal requirements.
Override practices include deliberate misrepresentations to bankers, lawyers, accoun-
tants and vendors, and intentionally issuing false documents such as purchase orders
and sales invoices.

413 Management override should not be confused with management intervention; the latter
refers to managements actions to depart from prescribed policies or procedures for
legitimate purposes. Management intervention is necessary to deal with non-recurring
and non-standard transactions or events that otherwise might be handled inappropri-
ately by the control system. Providing for management intervention is necessary in all
internal control systems because no system can be designed to anticipate every condi-
tion. Managements actions to intervene are generally overt and commonly documented
or otherwise disclosed to appropriate personnel, whereas actions to override usually are
not documented or disclosed, and there is intent to cover up the actions.

Internal Control Integrated Framework December 2011 121

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

Collusion
414 Collusion can result in control failures. Individuals acting collectively to perpetrate and
conceal an action from detection often can alter financial data or other management
information so that it cannot be identified by the control system. Collusion can occur,
for example, between an employee who performs an important control function and a
customer, supplier, or another employee may occur. On a different level, several layers
of sales or operating unit management might collude in circumventing controls so that
reported results meet budgets or incentive targets.

Draft for Public Exposure

122 Internal Control Integrated Framework December 2011

 Roles and Responsibilities

Roles and Responsibilities

Chapter Summary:

415 Everyone in an organization has responsibility for internal control. The board
of directors or equivalent oversight body guides and directs management
in the development and performance of internal control. Management is re-
sponsible for the establishment and performance of the entitys internal con-
trol system, with the chief executive officer, supported by senior manage-
ment, being ultimately responsible and supported by senior management.
Various business-enabling functions communicate, enable, and evaluate
adherence to requirements defined by external laws, regulations, stand-
ards, internal policies and standards of conduct. Internal auditors evaluate

Draft for Public Exposure

and recommend improvements for the effectiveness of internal control, but
they do not have any primary responsibility for establishing or maintaining it.
While external auditors and reviewers are not responsible for the effective-
ness of the internal control system, they provide another independent view
on the reliability of the entitys external reporting. Likewise, other external
parties, such as outsourced service providers, may be delegated tasks to
sustain and promote internal control, but the responsibility for internal con-
trol remains with the delegating management.

Internal Control Integrated Framework December 2011 123

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

Introduction
416 Internal control is effected by personnel internal to the organization, including manage-
ment and the board of directors, business-enabling functions, and internal auditors.
Collectively, they contribute to providing reasonable assurance that specified objectives
are achieved.

417 Roles are sometimes described as being in one of three lines of defense to support the
achievement of objectives:

Management and other personnel on the front line provide the first line of
defense as they are responsible for maintaining effective internal control day
to day; they are compensated based on performance in relation to all appli-
cable objectives

Business-enabling functions such as risk, control, legal, and compliance

provide the second line of defense as they clarify internal control requirements
and evaluate adherence to defined standards. While they are functionally
aligned to the business, their compensation is not directly tied to performance
of the area to which they render expert advice.

Draft for Public Exposure

Internal auditors provide the third line of defense as they assess and report on
internal control and recommend corrective actions or enhancements for man-
agement consideration and implementation; their position and compensation
are separate and distinct from the business areas they review.

418 Parties external to the organization such as outsourced service providers may also help
with the achievement of objectives by providing information useful to exercising man-
agement control. The entity may audit their adherence to contractual obligations and
imposed standards of conduct and control. However, external parties are not respon-
sible for the entitys system of internal control.

Responsible Parties
419 Every individual within an entity has a role in effecting internal control. Roles vary in
responsibility and level of involvement, as discussed below.

The Board of Directors and its Committees

420 Depending on the jurisdiction and nature of the organization, different governance
structures may be established, such as a board of directors, supervisory board, trust-
ees, and/or general partners, with committees as appropriate. In this Framework, these
governance structures are commonly referred to as the board of directors.

124 Internal Control Integrated Framework December 2011

 Roles and Responsibilities

421 Management is accountable to the board of directors. With the power to engage or
terminate management, the board has a key role in defining expectations on integrity
and ethical values and internal control responsibilities. Board members are objective,
capable, and inquisitive. They have a working knowledge of the entitys activities and
environment, and they commit the time necessary to fulfill their governance responsibili-
ties. They utilize resources as needed to investigate any issues, and have an open and
unrestricted communications channel with all entity personnel, the internal auditors,
independent auditors, external reviewers, and legal counsel.

422 Boards of directors usually carry out certain duties through committees. Their use
varies depending on regulatory requirements and other considerations. Board commit-
tees may be used for oversight of audit, compensation, nominations and governance,
and other topics significant for the organization. Each committee can bring specific
emphasis to certain components of internal control. Where a particular committee has
not been established, the related functions are carried out by the board itself.

423 Board-level committees can include the following:

Audit CommitteeRegulatory and professional standard-setting bodies

often require the use of audit committees. The role and scope of authority

Draft for Public Exposure

of an audit committee can vary depending on the organizations regulatory
jurisdiction, industry norm, or other variables. This is sometimes also called
the audit and risk committee to emphasize the importance of risk oversight.
Management is responsible for the reliability of the financial statements, but
an effective audit committee plays a critical oversight role. The board of direc-
tors, often through its audit committee, has the authority and responsibility to
question senior management regarding how it is carrying out its internal and
external reporting responsibilities and to verify that timely corrective actions
are taken, as necessary. The audit committee, along with a strong internal
audit function, is often best positioned, as a result of its independence, to
identify and promptly act in situations where senior management overrides
controls or deviates from expected standards of conduct. While board com-
position requirements vary, independent directors are important as they can
provide an objective perspective. For example, the New York Stock Exchange
and the National Association of Securities Dealers in the US require audit
committees to have a majority of independent directors. Besides indepen-
dence, audit committees are required to demonstrate certain skills and com-
petencies, notably financial reporting expertise, internal control over financial
reporting, and familiarity with information technology use.

Compensation CommitteeThis committee provides oversight of compen-

sation arrangements and aligns pay with performance. It seeks to motivate
senior management without providing incentives for undue risk-taking to
ultimately protect and promote the interest of shareholders or other owners
of the entity. It oversees management in its role to balance performance
measures, incentives, and rewards with the pressures created by the enti-
tys objectives, and helps structure compensation practices to support the
achievement of the entitys objectives without unduly emphasizing short-term
results over long-term performance.

Internal Control Integrated Framework December 2011 125

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

Nomination/Governance CommitteeThis committee provides control over

the selection of candidates for directors and senior management. It regularly
assesses and nominates members of the board of directors; makes recom-
mendations regarding the boards composition, operations, and performance;
oversees the succession planning process for the chief executive officer and
other key executives; and develops oversight discipline, processes, and struc-
tures. It promotes director orientations and training and evaluates oversight
structures andprocesses (e.g., board/committee evaluations).

Other CommitteesThere may be other committees of the board of directors

that oversee specific areas. These committees are often established in large
organizations, or due to particular circumstances of the entity. For example, in
an industry where compliance with certain laws and regulations is fundamen-
tal to the survival or development of the organization, a board-level compli-
ance committee may be necessary. Further to board committees that provide
oversight, management-level committees often exist to provide guidance in
the execution of specific areas, such as compliance committees, new product
committees, and others.

Draft for Public Exposure

Chief Executive Officer
424 The chief executive officer (CEO) is ultimately responsible for the effectiveness of the
entitys internal control system. More than any other individual or function, the CEO sets
the tone at the top that affects control environment factors and all other components of
internal control.

425 The CEO fulfills this duty by:

Providing leadership and direction to senior management. With the support

of management, the CEO shapes the values, principles, and major operating
policies that form the foundation of the entitys internal control system. For
example, the CEO and senior management set entity-wide objectives and
broad-based policies. They take actions concerning the entitys organizational
structure, content, and communication of key policies, and the type of plan-
ning and reporting systems the entity willuse.

Meeting periodically with senior management from each of the operating units
(e.g., research and development, production, marketing, sales) and major
business enabling functions (e.g., finance, human resources, legal, compli-
ance, risk management).

Defining metrics, targets, or other measurable expectations with which to

gauge the ongoing and long-term effectiveness of the system of internal
control. The methods of designing, implementing, and assessing internal
control are delegated to management at different levels.

126 Internal Control Integrated Framework December 2011

 Roles and Responsibilities

Directing all management and other personnel to proactively identify threats

to the system of internal control. Given the ever-increasing pace of change
and networked interactions of business partners, customers, and employ-
ees, the sources of threat to an ongoing effective internal control system are
constantly changing. The CEO expects senior management in particular to
beware of making assumptions based on the traditional sources of threats to
an effective internal control system.

426 In certain jurisdictions, the CEO (and in some cases also the chief financial officer)
is required by law to specifically certify the effectiveness of internal control over
financialreporting.

Chief Financial Officer

427 The chief financial officer (CFO) supports the CEO in front-line responsibilities, including
internal control over financial reporting. The CFO is integrally involved when the entitys
strategies are decided, objectives are established, risks are analyzed, and decisions are
made on how changes will be managed.

Draft for Public Exposure

428 The CFO provides valuable input and direction and is positioned to focus on evaluating
and following up on the actions decided by management. As such, the CFO is an equal
partner with the other functional heads. Narrowing this role (e.g., limiting it to financial
reporting and treasury) can limit the entitys ability to succeed.

429 In certain jurisdictions, the CFO is required by law to certify to the effectiveness of inter-
nal control over financial reporting, alongside the CEO.

Other Members of Senior Management

430 Senior management comprises not only the CEO and CFO but also the other senior
executives leading the key operating units and business-enabling functions. Examples
include:

Chief operating officer

Chief administrative officer

Chief risk officer

Chief compliance officer

Chief information officer

Other senior leadership roles, depending on the nature of the business

431 Senior management guides the development and implementation of internal control
policies and procedures that address the objectives of their functional or operating unit
and verify that they are consistent with the entity-wide objectives. They provide direc-
tion, for example, on a units organizational structure and personnel hiring and training
practices, as well as budgeting and other information systems that promote control over
the units activities. As such, through a cascading responsibility structure, each execu-
tive is a CEO for his or her sphere of responsibility.

Internal Control Integrated Framework December 2011 127

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

432 Senior management assigns responsibility for establishing even more specific internal
control procedures to those personnel responsible for the units functions or depart-
ments. These subunit managers can play a more hands-on role in devising and execut-
ing particular internal control procedures. Often, these managers are directly respon-
sible for determining internal control procedures that address unit objectives, such
as developing authorization procedures for purchasing raw materials, accepting new
customers, or reviewing production reports to monitor product output. They also make
recommendations on the controls, monitor their application within processes, and meet
with upper-level managers to report on the operation of controls.

433 Depending on the number of layers of management, these subunit managers, or lower-
level supervisory personnel, are directly involved in executing policies and procedures
at a detailed level. It is their responsibility to execute remedial actions as control excep-
tions or other issues arise. This may involve investigating data-entry errors, transactions
flagged on exception reports, departmental expense budget variances, or customer
backorders or product inventory positions. Issues are communicated up the organiza-
tions reporting structure according to the level of severity associated with the issue.
Issues requiring senior management oversight include financial performance, product
quality, product safety, workplace safety, community involvement, compliance with

Draft for Public Exposure

emission targets, or other areas related to the achievement of the entitys objectives.

434 Managements responsibilities come with specific authority and accountability. Each
manager is accountable to the next higher level for his or her portion of the internal
control system, with the CEO being ultimately accountable to the board of directors,
and the board being accountable to shareholders or owners of the entity.

Business-Enabling Functions
435 Various functions support the business through their specialized skills, such as risk
management, finance, controllers, product/service quality management, technology,
compliance, legal, human resources, and others. They provide guidance and assess-
ment of internal control related to their areas of expertise, and it is also incumbent on
them to share and evaluate issues and trends that transcend organizational units or
functions. They keep the organization informed of relevant requirements as they evolve
over time (e.g., new or changing laws and regulations across a multitude of jurisdic-
tions). Such business-enabling functions are referred to as the second line of defense,
while front-line personnel execute their control activities.

436 While each control function serves a purpose, their efforts are coordinated and inte-
grated as appropriate. For example, a companys new customer acceptance process
may be reviewed by the compliance function from a regulatory perspective, by the risk
management function from a concentration risk perspective, and by the internal audit
function to assess the design and effectiveness of controls. Disruptions to the busi-
ness process are minimized when the timing and approach to reviews and management
of issues are coordinated to the extent possible. Integration of efforts helps create a
common language and platform for evaluating and addressing internal control matters,
as business-enabling functions guide the organization in achieving its objectives.

128 Internal Control Integrated Framework December 2011

 Roles and Responsibilities

Risk and Control Personnel

437 Risk and control functions are part of the second line of defense. Depending on the size
and complexity of the organization, dedicated risk and control personnel may support
functional management to manage different risk types (e.g., operational, financial, quan-
titative, qualitative) by providing specialized skills and guidance to front-line manage-
ment and other personnel and evaluating internal control. These activities can be part of
an entitys centralized or corporate organization or they can be set up with dotted line
reporting to functional heads. Risk and control functions are central to the way manage-
ment maintains control over business activities.

438 Responsibilities of risk and control personnel include identifying known and emerging
risks, helping management develop processes to manage such relevant risks, com-
municating and providing education on these processes across the organization, and
evaluating and reporting on the effectiveness of such processes. Despite such sig-
nificant responsibilities, risk and control personnel are not responsible for executing
controls, but support overall the achievement of internal control.

Legal and Compliance Personnel

Draft for Public Exposure

439 Counsel from legal professionals is key to defining effective controls for compliance with
regulations and managing the possibility of lawsuits. For large and complex organiza-
tions, specialized compliance professionals can be helpful to defining and assessing
controls for adherence to both external and internal requirements.

440 A close working relationship between business management and legal and compliance
personnel provides a strong basis for designing, implementing, and assessing appropri-
ate internal control to manage adverse outcomes such as regulatory sanctions, legal
liability, and failure to adhere to internal compliance policies and procedures. At smaller
organizations, legal and compliance roles may be shared by the same professional, or
one of these roles can be outsourced with close oversight by management.

Other Personnel

441 Internal control is the responsibility of everyone in an entity and therefore constitutes an
explicit or implicit part of everyones job description. Front-line personnel constitute the
first line of defense in the performance of internal control. Examples include:

Control EnvironmentReading, understanding, and applying the standards of

conduct of the organization.

Risk AssessmentIdentifying and evaluating risks to the achievement of

objectives.

Control ActivitiesPerforming reconciliations, following up on exception

reports, performing physical inspections, and investigating reasons for cost
variances or other performance indicators.

Information and CommunicationProducing information used in the inter-

nal control system (e.g., inventory records, work-in-process data, sales or
expense reports) or take other actions needed to effect control.

Internal Control Integrated Framework December 2011 129

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

Monitoring ActivitiesSupport efforts to identify and communicate to higher-

level management issues in operations, non-compliance with the code of
conduct, or other violations of policy or illegal actions.

442 The care with which those activities are performed directly affects the effectiveness of
the internal control system. Internal control relies on checks and balances, including
segregation of duties, and on employees not looking the other way. Personnel under-
stands the need to resist pressure from superiors to participate in improper activi-
ties, and channels outside normal reporting lines are available to permit reporting of
suchcircumstances.

Internal Auditors

443 As the third line of defense, internal auditors provide assurance and advisory services
over internal control. Depending on the jurisdiction, size of the entity, and nature of the
business, this function may be required or optional, internal or outsourced, large or
small. The size of the internal audit function depends on the size, complexity, and geo-
graphic expanse of the overall entity and its sub units. In all cases, internal audit activi-

Draft for Public Exposure

ties are expected to be carried out by competent and professional resources aligned to
the risk relevant to the entity.

444 The internal audit activity includes evaluating the adequacy and effectiveness of con-
trols in responding to risks within the organizations oversight, operations, and informa-
tion systems regarding:

Reliability and integrity of financial and operational information.

Effectiveness and efficiency of operations and programs.

Safeguarding of assets.

Compliance with laws, regulations, policies, procedures, and contracts.

445 All activities within an organization are potentially within the scope of the internal audi-
tors responsibility. In some entities, the internal audit function is heavily involved with
controls over operations. For example, internal auditors may periodically monitor pro-
duction quality, test the timeliness of shipments to customers, or evaluate the efficiency
of the plant layout. In other entities, the internal audit function may focus primarily on
compliance or financial reporting-related activities. In all cases, they demonstrate the
necessary knowledge of the business and independence to provide a meaningful evalu-
ation of internal control.

446 The scope of internal auditing is typically expected to include oversight, risk manage-
ment, and internal control, and assisting the organization in maintaining effective control
by evaluating their effectiveness and efficiency and by promoting continual improve-
ment. Internal audit communicates findings and interacts directly with management, the
audit committee, and/or the board of directors.

130 Internal Control Integrated Framework December 2011

 Roles and Responsibilities

447 Internal auditors maintain an impartial view of the activities they audit through their posi-
tion, skills, and authority within the entity. Internal auditors have functional reporting to
the audit committee and/or the board of directors and administrative reporting to the
chief executive officer or other members of senior management.

448 Internal auditors are objective when not placed in a position of subordinating their judg-
ment on audit matters to that of others and when protected from other threats to their
objectivity. The primary protection against these threats is appropriate internal auditor
reporting lines and staff assignments. These assignments are made to avoid potential
and actual conflicts of interest and bias. Internal auditors do not assume operating
responsibilities, nor are they assigned to audit activities with which they were involved
recently in connection with prior operating assignments.

External Parties
449 A number of external parties can contribute to the achievement of the entitys objec-
tives, whether by performing activities as outsourced service providers or by providing
data or analysis to functional/operational personnel. In both cases, functional/opera-

Draft for Public Exposure

tional management always retains full responsibility for the internal control.

Outsourced Service Providers

450 Many organizations outsource business functions, delegating their specified roles and
responsibilities for day-to-day management to outside service providers or other exter-
nal parties. Administrative, finance, human resources, legal, and even select internal
operations can be executed by parties outside the organization, with the objective of
obtaining access to enhanced capabilities and lower cost of services. For example, a
financial institution may outsource its loan review process to a third party, a technology
company may outsource the operation and maintenance of its information technology
processing, and a retail company may outsource its internal audit function. While these
external parties execute activities for or on behalf of the organization, management
cannot abdicate its responsibility to manage the associated risks. It must implement a
program to evaluate those activities performed by others on their behalf to assess the
effectiveness of the system of internal control over the activities performed by out-
sourced service providers.

Business Partners and Other Parties Interacting with

theEntity

451 Customers, vendors, and others transacting business with the entity are an important
source of information used in conducting control activities:

A customer, for example, can inform a company about shipping delays,

inferior product quality, or failure to otherwise meet the customers needs for
product or service. Or a customer may be more proactive and work with an
entity in developing needed product enhancements.

Internal Control Integrated Framework December 2011 131

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

A vendor can provide statements or information regarding completed or open

shipments and billings, which may be used to identify and correct discrepan-
cies and to reconcile balances.

A potential supplier can notify senior management of an employees request

for akickback.

Experts can provide market data to help the organization adapt its busi-
ness model and supporting processes and controls to new challenges and
opportunities.

A non-governmental organization or newspaper may publish reports on

working or environmental conditions at a supplier or sub-supplier.

452 Such information sharing between management and external parties can be important
to the entity in achieving its operations, reporting, and compliance objectives. The entity
has mechanisms in place with which to receive such information and to take appropriate
action on a timely basisthat is, it not only addresses the particular situation reported,
but also investigates the underlying source of an issue and fixes it.

453 In addition to customers and vendors, other parties, such as creditors, can provide

Draft for Public Exposure

insight on the achievement of an entitys objectives. A bank, for example, may request
reports on an entitys compliance with certain debt covenants and recommend perfor-
mance indicators or other desired targets or controls.

Independent Auditors
454 In some jurisdictions, the auditor is engaged to audit or examine the effectiveness of
internal control over external financial reporting in addition to auditing the financial
statements. Based on the audit, the auditor is often able to provide information to
management that will be useful in conducting its oversight responsibilities, in particular
bycommunicating:

Audit findings, analytical information, and recommendations for use in taking

actions necessary to achieve established objectives.

Findings regarding deficiencies in internal control that come to its attention,

and by making recommendations for improvement.

455 In some jurisdictions, the auditor is also engaged or required by law or regulation to
express an opinion on the effectiveness of the internal control over external financial
reporting in addition to his or her opinion on the financial statements. Notwithstanding
the depth and nature of the independent auditors work, this is not a replacement or a
supplement to an adequate system of internal control, which remains the full responsi-
bility ofmanagement.

456 Such information frequently relates not only to financial reporting but to operations and
compliance activities as well. The information is reported to and acted upon by manage-
ment and, depending on its significance, to the board of directors or audit committee.

132 Internal Control Integrated Framework December 2011

 Roles and Responsibilities

External Reviewers
457 Subject matter specialists can be solicited or mandated to review specific areas of the
organizations internal control. Recognizing the various requirements or expectations of
its stakeholders, an organization often seeks expert advice to translate these into poli-
cies and procedures, as well as communications and training, and evaluation of adher-
ence to such requirements and standards. Workplace safety, environmental concerns,
and fair trade practices are some examples of areas where an organization proactively
seeks to ensure that it is complying with governing rules and standards. Certain func-
tional areas may also be reviewed to promote greater effectiveness and efficiency of
operations, such as compliance reviews, information systems penetration testing, and
employment practices assessments.

Legislators and Regulators

458 Legislators and regulators can affect the internal control systems through specific
requirements to establish internal control across the organization and/or through
examinations of particular operating units. Many entities have long been subject to
legal requirements for internal control. For example, companies listed on a US stock
exchange are expected to establish and maintain a system of internal control, and legis-

Draft for Public Exposure

lation requires that senior executives of publicly listed companies certify to the effec-
tiveness of their companys internal control over financial reporting.

459 Various regulations require that public companies establish and maintain internal
accounting control systems that satisfy specified objectives. Various laws and regu-
lations apply to financial assistance programs, which address a variety of activities
ranging from civil rights to cash management, and specify required internal control
procedures or practices. Several regulatory agencies directly examine entities for
which they have oversight responsibility. For example, federal and state bank examin-
ers conduct examinations of banks and often focus on certain aspects of the banks
internal control systems. These agencies make recommendations and are frequently
empowered to take enforcement action. Thus, legislators and regulators affect the inter-
nal control systems in several ways:

They establish rules that provide the impetus for management to establish an
internal control system that meets statutory and regulatory requirements.

Through examination of a particular entity, they provide information used by

the entitys internal control system and provide comment letters, recommen-
dations, and sometimes directives to management on needed internal control
system improvements.

They may receive and, in turn, investigate, whistle-blower allegations.

Internal Control Integrated Framework December 2011 133

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

Financial Analysts, Bond Rating Agencies, and the News Media

460 Financial analysts, rating agencies, and news media personnel analyze managements
performance against strategies and objectives by considering historical financial state-
ments and prospective financial information, actions taken in response to conditions
in the economy and marketplace, potential for success in the short and long term, and
industry performance and peer-group comparisons, among other factors.

461 Such investigative activities can provide insights, among many other outcomes,
into the state of internal control and how management is responding to enhancing
internalcontrol.

Draft for Public Exposure

134 Internal Control Integrated Framework December 2011

 Appendices

Appendices

Draft for Public Exposure

Internal Control Integrated Framework December 2011 135

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

A. Glossary
Application Controls Programmed procedures in application software and
related manual procedures designed to help ensure the completeness and
accuracy of information processing.

Automated ControlsControls activities mostly or wholly performed through

technology, (e.g., automated control functions programmed into computer
software contrast with Manual Controls).

BoardGoverning body of an entity, which may take the form of a board

of directors or supervisory board for a corporation, board of trustees for a
not-for-profit organization, general partners for a partnership, or owner for a
smallbusiness.

CategoryOne of three groupings of objectives of internal control. The cat-

egories are effectiveness and efficiency of operations, reliability of reporting,
and compliance with applicable laws and regulations.

ComplianceHaving to do with conforming with laws and regulations appli-

Draft for Public Exposure

cable to an entity.

ComponentOne of five elements of internal control. The internal control

components are the control environment, risk assessment, control activities,
information and communication, and monitoring activities.

Control(1) A noun, used as a subject (e.g., existence of a control), a policy or

procedure that is part of internal control. Controls exist within each of the five
components. (2) A noun, used as an object (e.g., to effect control), the result
of policies and procedures designed to control; this result may or may not be
effective internal control. (3) A verb (e.g., to control), to establish, or implement
a policy that effects control.

Control ActivityThe actions established through policies and procedures

that help ensure that managements directives to mitigate risks to the achieve-
ment of objectives are carried out.

CriteriaA set of standards against which an internal control system can be

measured in determining effectiveness.

DeficiencyA shortcoming in some aspect of the system of internal control

that has the potential to adversely affect the ability of the entity to achieve its
objectives.

Design(1) Intent. As used in the definition of internal control, the internal

control system design is intended to provide reasonable assurance of the
achievement of objectives; when the intent is realized, the system can be
deemed effective. (2) Plan; the way a system is supposed to work, contrasted
with how it actually works.

Detective ControlA control designed to discover an unintended event or

result after the initial processing has occurred but before the ultimate objec-
tive has concluded (contrast with Preventive Control).

136 Internal Control Integrated Framework December 2011

 Appendices

EffectedUsed with an internal control system: devised and maintained.

Effective Internal ControlInternal control that is judged to be effective

resulting from an assessment of whether each of the five components of
internal control is present and functioning, and whether the five components
of internal control are operating together.

Effective Internal Control SystemA synonym for Effective Internal Control.

EntityA legal entity or management operating model of any size established

for a particular purpose. A legal entity may, for example, be a business enter-
prise, not-for-profit organization, government body, or academic institution.
The management operating model may follow product or service lines; divi-
sion, or operating unit, with geographic markets providing for further subdivi-
sions or aggregations of performance.

Entity-levelHigher levels of the entity, separate and distinct from other parts
of the entity including subsidiaries, divisions, operating units, and functions.

Entity-wideActivities that apply across the entitymost commonly in rela-

tion to entity-wide controls.

Draft for Public Exposure

Ethical ValuesMoral values that enable a decision maker to determine an
appropriate course of behavior; these values should be based on what is right,
which may go beyond what is legal.

Financial statementsTypically a statement of financial position, a statement

of income, a statement of changes in equity, a statement of cash flow, and
notes to the financial statements.

Inherent LimitationsThose limitations of all internal control systems. The

limitations relate to the preconditions of internal control, limits of human judg-
ment, the reality that breakdowns can occur, and the possibility of manage-
ment override and collusion.

IntegrityThe quality or state of being of sound moral principle; uprightness,

honesty, and sincerity; the desire to do the right thing, to profess and live up
to a set of values and expectations.

Internal ControlA process, effected by an entitys board of directors, man-

agement and other personnel, designed to provide reasonable assurance
regarding the achievement of objectives in the following categories:

-- Effectiveness and efficiency of operations

-- Reliability of reporting

-- Compliance with applicable laws and regulations

Management OverrideManagements overruling of prescribed policies or

procedures for illegitimate purposes with the intent of personal gain or an
enhanced presentation of an entitys financial condition or compliance status.

Management ProcessThe series of actions taken by management to

run an entity. An internal control system is a part of and integrated with the
managementprocess.

Internal Control Integrated Framework December 2011 137

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

Manual ControlsControls performed manually, not through technology

(contrast with Automated Controls).

OperationsUsed with objectives or controls: having to do with the effec-

tiveness and efficiency of an entitys operations, including performance and
profitability goals, and safeguarding resources.

OrganizationPeople, including the board of directors, senior management,

and other personnel.

PolicyManagements statement of what should be done to effect control. A

policy serves as the basis for procedures.

Present and FunctioningApplied to components, principles, and attributes.

Present means that a component, principle, or attribute has been imple-
mented. Functioning means that a component, principle, or attribute is operat-
ing as intended.

Preventive ControlA control designed to avoid an unintended event or result

(contrast with Detective Control).

ProcedureAn action that implements a policy.

Draft for Public Exposure

Published Financial StatementsFinancial statements, interim and con-
densed financial statements, and selected data derived from such statements
reported publicly.

Reasonable AssuranceThe concept that internal control, no matter how

well designed and operated, cannot guarantee that an entitys objectives will
be met. This is because of Inherent Limitations in all internal control systems.

ReportingUsed with objectives or controls: having to do with the reliabil-

ity ofreporting.

RiskThe possibility that an event will occur and adversely affect the achieve-
ment of objectives.

Risk ResponseThe decision to accept, avoid, reduce, or share a risk

Risk ToleranceThe acceptable variation relative to performance to the

achievement of objectives.

Senior managementIncludes the chief executive officer or equivalent orga-

nizational leader and senior management team.

StakeholdersParties that are affected by the entity, such as shareholders,

the communities in which an entity operates, employees, customers, and
suppliers.

System of Internal ControlA synonym for Internal Control.

TechnologySoftware applications running on a computer, manufacturing

controls systems, etc

138 Internal Control Integrated Framework December 2011

 Appendices

Technology General ControlsControl activities that help ensure the con-

tinued, proper operation of technology. They include controls over the tech-
nology infrastructure, security management, and technology acquisition,
development, and maintenance. Other terms sometimes used to describe
technology general controls are general computer controls and information
technology controls.

Transaction ControlsControl activities that directly support the actions to

mitigate transaction processing risks in an entitys business processes. Trans-
action controls can be manual or automated and will likely cover the informa-
tion processing objectives of completeness, accuracy, and validity.

Draft for Public Exposure

Internal Control Integrated Framework December 2011 139

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

B. Summary of Changes to the 1992

Version of the Internal Control
Integrated Framework
462 This Appendix summarizes both the broad changes relevant across the entirety of
the 1992 Framework as well as the changes made within each of the five components
of internal control. The following are the more significant changes across all areas of
theFramework:

Applies a principles-based approachThe updated Framework focuses

greater attention on principles. While the 1992 version implicitly reflected the
core principles of internal control, the 2012 version explicitly states the sev-
enteen principles, which represent the fundamental concepts associated with
the components of internal control. These principles remain broad as they
are intended to apply to for-profit companies, including publicly traded and
privately held companies; not-for-profit entities; government bodies; and other

Draft for Public Exposure

organizations. Supporting each principle are attributes, representing charac-
teristics associated with the principles. Together, the principles and attributes
comprise the criteria that will assist management in assessing whether an
entity has effective internal control.

Clarifies the role of objective-setting in internal controlThe 1992 Frame-

work stated that objective-setting was a management process, and that
having objectives was a pre-condition to internal control. The updated Frame-
work preserves that view, but moves the primary discussion to the Overview
chapter from the chapter on risk assessment to emphasize the point that
objective-setting is not part of internal control.

Reflects the increased relevance of technologyThe number of entities that

use or rely on technology has grown substantially since 1992, along with the
extent that technology is used in most entities. Technologies have evolved
from large standalone mainframe environments that process batches of
transactions to highly sophisticated, decentralized, and mobile applications
involving multiple real-time activities that can cut across many systems, orga-
nizations, processes, and technologies. The change in technology can impact
how all components of internal control are implemented.

Enhances governance conceptsThe updated publication includes

expanded discussion on governance relating to the board of directors and
committees of the board, including audit, compensation, nomination/gover-
nance committees.

Expands the reporting category of objectivesThe financial reporting objec-

tive category is expanded to consider other external reporting beyond finan-
cial reporting, as well as internal reporting, both financial and non-financial.

140 Internal Control Integrated Framework December 2011

 Appendices

Enhances consideration of anti-fraud expectationsThe 1992 version

considered fraud, although the discussion of anti-fraud expectations and the
relationship between fraud and internal control was less prominent. This 2012
version contains considerably more discussion on fraud and also considers
the potential for fraud as a principle of internal control.

Considers different business models and organizational structuresBusi-

ness models and structures have evolved over the past twenty years, and
many entities now expand their business models to further encompass the
use of external parties for providing products or services necessary to the
ongoing operation of the entity. The competitive landscape, globalization,
dynamic industry and technological changes, evolving business models, com-
petition for talent, cost management, and other factors have required man-
agement to look beyond internal operations to access needed resources.

463 This reliance on external parties has changed the entire value chain and the chan-
nels through which value is delivered. Organizations may apply this approach through
a shared service business model, outsourcing to an external party, spinoff or joint
venture, or other approach. Whatever approach is taken, the concept of a virtual organi-
zationan organization that includes activities managed both internally and externally

Draft for Public Exposure

is an attribute of nearly every business enterprise.

464 This 2012 Framework explicitly considers the extended business model including the
responsibilities for internal control in this model and the achievement of effective inter-
nal control.

Overall Framework Layout

465 The 1992 Internal ControlIntegrated Framework contains a chapter that presents
the definition of internal control, the components of internal control, the relationship
of objectives and components, and effectiveness. The 2012 version of the Framework
presents these topics in two chapters: the first, Definition of Internal Control, defines
internal control; the second, Overview of Internal Control, includes the remaining dis-
cussion on components of internal control, the relationship of objectives and compo-
nents, and effectiveness. In addition, the chapter entitled Overview of Internal Control
introduces the seventeen principles of internal control, discusses cost versus benefits of
internal control, the changing role of technology, documentation, application of internal
control in larger versus smaller entities, and deficiency considerations.

Internal Control Integrated Framework December 2011 141

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

Key Changes to Internal Control Components

Control Environment

466 In the two decades since the publication of the Framework in 1992, a number of factors
have pointed to the need for an update on what to consider in establishing a sound
control environment. There is now greater complexity in business models, with enter-
prises extending to a wide network of third parties and business partners that are not
only accountable for delivering results but also for adhering to expected standards
that the organization seeks to uphold. The multiple structures that define organizations
today, whether by product line, geography, legal entity, or some other factor, require a
flexible and multi dimensional approach to governance and control and ability to report
accordingly. There is an increased need for transparency as to how the organization
operates and governs itself; reporting extends beyond financial performance; risk dis-
cussions are expected to be more robust and detailed; corporate social responsibility
reporting matters more to stakeholders; and the pace for publishing such information
has accelerated. Changes in expectations of governance as a result of regulatory devel-
opments, listing standards, and other stakeholder requirements have mandated certain

Draft for Public Exposure

structures and processes. These include independence of board members, disclosures
of skill profiles, processes for board and audit committee evaluation, and alignment of
incentives, pressures, and rewards to ensure the right behavior is promoted and nega-
tive behavior is corrected. All of this is designed to keep pace with the evolving risk
profile of the organization.

467 In the revised Control Environment chapter, key changes include:

Combining into five principles the discussions relating to integrity and ethical
values, commitment to competence, board of directors or audit commit-
tee, managements philosophy and operating style, organizational structure,
assignment of authority and responsibility, and human resource policies
andpractices.

Providing more explicit discussion on what is involved in achieving the control

environment.

Explaining linkages between the various components of internal control to

demonstrate the foundational aspects of the control environment for a sound
system of internal control (e.g., income statement level).

Expanding the discussion of governance roles in an organization, recogniz-

ing differences in structures, requirements, and challenges across different
jurisdictions, sectors, and types of entities.

Clarifying the expectations of integrity and ethical values to reflect lessons

learned and developments in ethics and compliance (e.g., codes of conduct,
the attestation process, whistle-blower processes, investigation and resolu-
tion, and training and reinforcement both internally and with third parties).

Expanding the notion of risk oversight and strengthening the linkages between
risk and performance to help allocate resources to support internal control in
the achievement of the entitys objectives.

Emphasizing the need to consider internal control across the complexities

142 Internal Control Integrated Framework December 2011

 Appendices

in organizational structure resulting from different business models and the

use of outsourced service providers, business partners, and other external
partners.

Aligning roles and responsibilities discussed in organization structure with the

Roles and Responsibility chapter so that major roles are used consistently
across within the Framework.

Risk Assessment
468 Since 1992, the focus on risk and the risk assessment component of internal control has
continued to increase, with risk and control being more closely aligned. Consequently,
many organizations have shifted their thinking away from being prescriptive to taking a
more risk-based approach to internal control. Some users of the 1992 Framework sug-
gested that updates were needed to further enhance the understanding of risk and its
link to the overall system of internal control. As companies embrace risk management
and enterprise risk management programs, they are also seeking greater clarity of how
risk assessments are considered in the context of internal control, and what aspects of
risk management remain incremental to internal control.

Draft for Public Exposure

469 Users also noted that almost half of the 1992 Risk Assessment chapter focused on
objectives, and that this focus was not needed if objective-setting was truly a precon-
dition to internal control. Many organizations have expanded their reporting efforts,
moving to include many other types of external reporting beyond just financial report-
ing. Finally, often in response to events occurring within their organizations, industry, or
within the general business community, and as a result of expanding legislative pres-
sures in some jurisdictions, many organizations have also increased their efforts relating
to anti-fraud efforts.

470 Within the Risk Assessment chapter, key changes therefore include:

Repositioning to the Overview chapter much of the discussion on objective-

setting, which continues to be viewed as a pre-condition to risk assessment.
Discussions on categories of objectives, linkage between objectives, and
achievement of objectives are no longer included within the Risk Assessment
component. The Risk Assessment component focuses on articulating objec-
tives relating to operations, reporting, and compliance with sufficient clarity so
that any risks to those objectives can be identified and assessed.

Broadening the financial reporting category of objectives to include other

aspects of external reporting and to include internal reporting.

Reflecting the view that non-financial reporting is conducted in relation to an

external requirement or standard.

Clarifying that risk assessment includes processes for risk identification, risk
analysis, and risk response.

Incorporating risk tolerances (set as a precondition to internal control and

pertaining to the level of acceptable variation in performance and the relative
importance of objectives), into the assessment of acceptable risk levels.

Internal Control Integrated Framework December 2011 143

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

Expanding the discussion on management needing to understand significant

changes in its internal and external factors and how those might impact the
overall system of internal control.

Considering fraud risk relating to material misstatement of report-

ing, inadequate safeguarding of assets, and corruption as part of the risk
assessmentprocess.

Control Activities
471 Since 1992, the evolving role of technology in business has perhaps been most evident
in the implementation of control activities. While the fundamental concepts around
control activities put forth in the original Framework have not changed, technology has
changed many of the details. Today, information technology is much more integrated
into business processes throughout the entity. The variety of technologies being used
at most entities has mushroomed beyond largely centralized information systems in
an organizations own data center to include myriad decentralized, mobile, intelligent
and web-enabled technologies, which are increasingly located at a third-party service
organization or on the cloud. Also, the recent focus on improving controls in organiza-

Draft for Public Exposure

tions, which has been promoted by the marketplace and regulation, has led to a deeper
understanding of how control activities are effectively designed and implemented.

472 Therefore, within the Control Activities chapter, key changes include:

Broadening the discussion to reflect the evolution in technology since 1992

(e.g., replacing data center concepts with a more general discussion on the
technology infrastructure).

Expanding the discussion of the relationship between automated control

activities and general controls over technology to reinforce the linkages to
business processes. The details on automated control activities and general
controls over technology have been separated into discrete sections to clarify
the distinction between the two.

Expanding the discussion that control activities constitute a range and mix of
various types of control techniques while providing a more detailed descrip-
tion of these types and techniques, and a way to categorize them. Also, trans-
action level controls are now clearly made distinct from controls at other levels
of the organization. A more detailed discussion on information-processing
objectives has been added.

Updating the discussion on general technology controls to focus on the more

universal concepts of what needs to be controlled in this area rather than spe-
cifics applicable to 1992 technology.

Clarifying that control activities are actions established by policies and proce-
dures rather than being the policies and procedures themselves.

144 Internal Control Integrated Framework December 2011

 Appendices

Information and Communication

473 The source, volume, and form of information and communication have expanded dra-
matically since 1992. Information sources have grown more diverse and complex, span-
ning external parties that support all or part of an organizations business processes
(e.g., outsourcing service providers, joint ventures, and other arrangements that extend
activities to parties outside the boundaries under the direct control of the organization)
and internal and external networks designed to create unstructured information-sharing
mechanisms (social media).

474 The volume of information, particularly information in the form of raw data, accessible to
and collected by organizations creates both opportunity and risk. The scope of regu-
latory regimes has created greater demand for information, greater expectations for
quality and protection, and greater requirements for communication. And, as organiza-
tions and business models have become more complex in structure and geographic
reach, quality information and its communication within the organization has become an
imperative. Additionally, the importance of the free flow of information within the orga-
nization to allow management and employees to understand new or changed events or
circumstances to re-evaluate risks and modify the internal control system has become

Draft for Public Exposure

more critical as the legal, management, and functional structures of business entities
have become more complex.

475 Within the Information and Communication chapter, key changes include:

Emphasizing the importance of quality of information.

Expanding the discussion of the expectations for verifying to a source and for
retention when information is used to support reporting objectives to external
parties.

Expanding the discussion on the impact of regulatory requirements on reliabil-

ity and protection of information.

Expanding the discussion on the volume and sources of information in light of

increased complexity of business processes, greater interaction with external
parties, and technology advances.

Reflecting the impact of technology and other communication mechanisms on

the speed, means, and quality of the flow of information.

Adding content on the information and communication needs between the

entity and other third parties, emphasizing the importance of considering how
processes may occur outside the company (e.g., by the use of third-party
service providers that manage processes such as payroll, customer relation-
ship management, data center operations, supply chain, manufacturing, etc.)
and how the entity needs to obtain information from and communicate with
parties that operate outside its legal and operational boundaries.

Internal Control Integrated Framework December 2011 145

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

Monitoring Activities
476 In applying the 1992 version of the Framework, users often focused monitoring efforts
extensively on control activities. With the change in regulatory reporting requirements in
many jurisdictions, organizations have begun to consider monitoring in its broader and
intended contextassisting management in understanding how all components of inter-
nal control are being applied and whether the overall system of internal control operates
effectively. To enhance internal consistency among components in the Framework and
make the discussion more actionable, the title of this component has been updated to
Monitoring Activities and the discussion has been enhanced.

477 The changes to the principles in this 2012 Framework will not substantially alter the
approaches developed for COSOs Guidance on Monitoring Internal Control Systems.

478 Within the chapter Monitoring Activities, key changes include:

Refining the terminology, where the two main categories of monitoring activi-
ties are now referred to as ongoing evaluations and separate evaluations.

Adding the need for a baseline understanding in establishing and evaluating

Draft for Public Exposure

ongoing and separate evaluations.

Expanding discussion of the use of technology and external service providers.

Roles and Responsibilities

479 In addition to the update of the five components of internal control, the discussion on
roles and responsibilities has been updated. Within the Roles and Responsibilities
chapter, key changes include:

Adding a discussion of the responsibility of chief executive officer and chief

financial officer to formally attest to the effectiveness of internal control in
certain jurisdictions.

Expanding the discussion of the type of committees at the board level and
their underlying rationale.

Adding external reviewers, alongside independent auditors, to reflect the dif-

ferent types of internal control reviews that can be performed of the entity.

Updating the section on legislators and regulators with current

illustrativediscussions.

Adding a section on outsourced service providers.

Aligning roles and responsibilities defined in the section on organization structure

section of the control environment.

146 Internal Control Integrated Framework December 2011

 Appendices

C. Methodology

Background
480 In November 2010, the Committee of Sponsoring Organizations of the Treadway Com-
mission (COSO) announced a project to review and update its Internal ControlInte-
grated Framework (Framework or ICIF). This initiative was expected to make the exist-
ing Framework and related evaluation tools more relevant in the increasingly complex
business environment so that organizations worldwide could better design, implement,
and assess internal control. As the original author of the Framework, PricewaterhouseC-
oopers conducted this project by bringing together in-depth understanding of the
1992 Framework, rationale for decisions made in creating the Framework, and senior
resources providing fresh market perspectives.

481 The Framework has been widely accepted by organizations implementing and evaluat-
ing internal control related to operations, compliance, and financial reporting objec-
tives, and more recently, internal control over financial reporting in compliance with

Draft for Public Exposure

the US Sarbanes-Oxley Act of 2002 (SOX) and similar regulatory requirements in other
countries. Enhancement provided by this project is not intended to change how internal
control is defined, assessed, or managed, but rather provide greater clarity and a more
comprehensive and relevant conceptual guidance and practical examples.

Project Structure
482 The COSO Board formed an Advisory Council comprising representatives from indus-
tries, academia, government agencies, and non-profit organizations to provide input
as the project progressed. In addition, the updated Framework is being exposed to the
public to capture additional input. Such due process has helped the update adequately
address current challenges for organizations in their internalcontrol.

Approach
483 The project consisted of four phases:

Assess and EnvisionThrough literature reviews, global surveys, and public

forums, this phase identified current challenges for organizations in imple-
menting the Framework. During this phase, the team analyzed information,
reviewed various sources of input, and identified critical issues and concerns.
COSO launched a global survey, available to the general public for providing
input on the Framework, soliciting over 700 responses.

Build and DesignThe team developed the update, including principles and
attributes. The update draft was reviewed by key users and stakeholder
groups to solidify reactions and suggestions.

Internal Control Integrated Framework December 2011 147

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

Preparation for Public ExposureThe team refined the update through

reviews with the general public. The COSO Board and Advisory Council also
considered whether the updated Framework was sound, logical, and useful to
management of all sizes.

FinalizationIn this phase, the updated Framework was issued for public
exposure for a 90-day comment period. Upon receipt of comments, the
project team reviewed and analyzed all comments received, and identified any
needed modifications. The team then finalized the Framework and provided
the update to the COSO Board for review and acceptance.

484 Within each project phase and between phases, as one might expect, many different
and sometimes contradictory opinions were expressed on fundamental issues. The
project team, with COSO Board oversight, carefully considered merits of positions put
forth, both individually and in the context of related issues, and embraced those that
helped in the development of a relevant, logical, and internally consistent document.

Draft for Public Exposure

148 Internal Control Integrated Framework December 2011

 Appendices

D. Comparison with COSO

Enterprise Risk Management
Integrated Framework
485 In 2004, the Committee of Sponsoring Organizations of the Treadway Commission
issued Enterprise Risk ManagementIntegrated Framework, which establishes a
framework for enterprise risk management and provides guidance to business and other
entities to help them develop and apply their enterprise risk management activities. The
Framework identifies and describes eight interrelated components necessary for effec-
tive enterprise risk management.

486 The Enterprise Risk ManagementIntegrated Framework defines enterprise risk

management as a process, effected by an entitys board of directors, management
and other personnel, applied in strategy setting and across the enterprise, designed
to identify potential events that may affect the entity, and to manage risk to be within
its risk appetite, to provide reasonable assurance regarding the achievement of

Draft for Public Exposure

entityobjectives.

487 This appendix outlines the relationship between the Internal Control Framework and the
Enterprise Risk Management Framework.

Enterprise Risk Management is Broader than Internal Control

488 Enterprise risk management is broader than internal control, expanding and elaborat-
ing on internal control and focusing more fully on risk. Internal control is an integral
part of enterprise risk management. The Enterprise Risk ManagementIntegrated
Framework remains in place for entities and others looking more broadly at enterprise
riskmanagement.

Categories of Objectives

489 This Internal Control Integrated Framework specifies three categories of objectives:
operations, reporting, and compliance. Enterprise Risk Management specifies three
similar objectives categories. Both frameworks cover all reports developed by an entity,
disseminated both internally and externally. These include reports used internally by
management and those issued to external parties, including regulatory filings and
reports to other stakeholders.

490 The Enterprise Risk ManagementIntegrated Framework adds a fourth category of

objectives, strategic objectives, which operate at a higher level than the others. Stra-
tegic objectives flow from an entitys mission or vision, and the operations, reporting,
and compliance objectives should be aligned with them. Enterprise risk management is
applied in setting strategies, as well as in working toward achievement of objectives in
the other three categories.

Internal Control Integrated Framework December 2011 149

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

491 The Enterprise Risk Management Framework introduces the concepts of risk appetite
and risk tolerance. Risk appetite is the broad-based amount of risk an entity is willing to
accept in pursuit of its mission/vision. It serves as a guidepost in strategy setting, and
selecting related objectives. Risk tolerance is the acceptable level of variation relative
to achievement of objectives. In setting risk tolerance levels, management consid-
ers the relative importance of the related objectives and aligns risk tolerance with risk
appetite. Operating within risk tolerance provides management greater assurance
that the entity remains within its risk appetite, which, in turn, provides a higher degree
of comfort that the entity will achieve its objectives. The concept of risk tolerance is
included in theFramework as a pre-condition to internal control, but not as a part of
internalcontrol.

Portfolio View
492 A concept not contemplated in the Internal ControlIntegrated Framework is a portfolio
view of risk. Enterprise risk management requires that in addition to focusing on risk
in considering the achievement of entity objectives on an individual basis, it is neces-
sary to consider composite risks from a portfolio perspective. Internal control does not

Draft for Public Exposure

require that the entity develop such a view.

Components

493 With the enhanced focus on risk, the Enterprise Risk Management Framework expands
the internal control frameworks risk assessment component, creating four components:
objective-setting, event identification, risk assessment, and riskresponse.

494 In the Enterprise Risk ManagementIntegrated Framework, the objective setting com-
ponent considers the process used by management and the board for setting strategic
objectives and supporting objectives relating to operations, reporting, and compliance.
Setting risk appetite and risk tolerance are key tenets of enterprise risk management.
Internal control views the setting of objectives and risk tolerance as preconditions to an
effective system of internal control.

495 Each of the five components of internal control are reviewed below in relation to the
Enterprise Risk ManagementIntegrated Framework.

Control Environment

496 In discussing the Control Environment component, the Enterprise Risk Management
Integrated Framework discusses (in a chapter titled Internal Environment) an entitys risk
management philosophy, which is the set of shared beliefs and attitudes characterizing
how an entity considers risks, reflecting its values and influencing its culture and operat-
ing style. As described above, the Framework encompasses the concept of an entitys
risk appetite, which is supported by more specific risk tolerances.

150 Internal Control Integrated Framework December 2011

 Appendices

497 Because of the critical importance of the board of directors and its composition, the
Enterprise Risk ManagementIntegrated Framework expands on the Internal Control
Integrated Frameworks call for at least a critical mass of independent directors (nor-
mally at least two) stating that for enterprise risk management to be effective, the board
must have at least a majority of independent outside directors.

Risk Assessment

498 The Enterprise Risk ManagementIntegrated Framework and the Internal ControlInte-
grated Framework both acknowledge that risks occur at every level of the entity and
result from a variety of internal and external factors. And both frameworks consider risk
identification in the context of the potential impact on the achievement of objectives.

499 The Enterprise Risk ManagementIntegrated Framework discusses the concept of

potential events, defining an event as an incident or occurrence emanating from internal
or external sources that affect strategy implementation or achievement of objectives.
Potential events with positive impact represent opportunities, while those with nega-
tive impact represent risks. Potential event, with an adverse impact represent risks. The

Draft for Public Exposure

Framework focuses on identifying risks and does not include the concept of identifying
opportunities as the decision to pursue opportunities is part of the broader strategy
setting process.

500 While both frameworks call for assessment of risk, the Enterprise Risk Management
Integrated Framework suggests viewing risk assessment through a sharper lens. Risks
are considered on an inherent and a residual basis, preferably expressed in the same
unit of measure established for the objectives to which the risks relate. Time horizons
should be consistent with an entitys strategies and objectives and, where possible,
observable data. The Enterprise Risk ManagementIntegrated Framework also calls
attention to interrelated risks, describing how a single event may create multiple risks.

501 As noted, enterprise risk management encompasses the need for management
to develop an entity-level portfolio view. With managers responsible for business
unit, function, process, or other activities having developed a composite assess-
ment of risk for individual units, entity-level management considers risk from a
portfolioperspective.

502 Like the Internal ControlIntegrated Framework, the Enterprise Risk Management
Integrated Framework identifies four categories of risk response: avoid, reduce, share,
and accept. However, enterprise risk management requires additional consideration,
where management considers potential responses from these categories with the intent
of achieving a residual risk level aligned with the entitys risk tolerances. Management
also considers as part of enterprise risk management the aggregate effect of its risk
responses across the entity and in relation to the entitys risk appetite.

Internal Control Integrated Framework December 2011 151

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

Control Activities
503 Both frameworks present control activities as helping ensure that managements risk
responses are carried out. The Internal ControlIntegrated Framework presents a more
current view of technology and its impact on managing the entity.

Information and Communication

504 The Enterprise Risk ManagementIntegrated Framework takes a broader view of infor-
mation and communication, highlighting data derived from past, present, and poten-
tial future events. Historical data allows the entity to track actual performance against
targets, plans, and expectations, and provides insights into how the entity performed in
past periods under varying conditions. Current-state data provides important additional
information, and data on potential future events and underlying factors completes the
information analysis. The information infrastructure sources and captures data in a time-
frame and at a depth of detail consistent with the entitys need to identify events and
assess and respond to risks and remain within its risk appetite. The Internal Control
Integrated Framework focuses more narrowly on data quality and relevant information

Draft for Public Exposure

needed for internal control.

Monitoring Activities

505 Both frameworks present monitoring activities as helping to ensure that the compo-
nents of internal control and enterprise risk management continue to function and
remain suitable over time. The Internal ControlIntegrated Framework presents a more
current view of monitoring using baseline information and the monitoring of external
serviceproviders.

152 Internal Control Integrated Framework December 2011

 Appendices

E. Acknowledgments
506 The COSO Board and PwC gratefully acknowledge the efforts of the Advisory Council,
including individuals, organizations, and accounting and consulting firms, regulatory
observers, and other observers.

507 The COSO Board, Advisory Council, and PwC also acknowledge the many executives,
legislators, regulators, auditors, academics, and others who gave their time and energy
to participating in and contributing to various aspects of the study. Also recognized are
the considerable efforts of the COSO organizations and their members who responded
to surveys, participated in workshops and meetings, and provided comments and feed-
back throughout the development of this Framework.

508 Finally, COSO Board and PwC wish to acknowledge Dr. Larry Rittenberg, Ernst &
Young, Professor of Accounting at the University of Wisconsin-Madison School of
Business, and former COSO chair, who contributed greatly to this project. PwC also
acknowledges the contribution of Richard M. Steinberg, a retired PwC partner and CEO
of Steinberg Governance Advisors.

Draft for Public Exposure

Internal Control Integrated Framework December 2011 153

 Framework | Control Environment Risk Assessment Control Activities Information and Communication Monitoring Activities

Draft for Public Exposure

154 Internal Control Integrated Framework December 2011

To submit comments on this Public Exposure Draft, please visit the www.ic.coso.org website.
Responses are due by March 31, 2012.

Respondents will be asked to respond to a series of questions. Those questions may be found on-line
at www.ic.coso.org and in a separate document provided at the time of download. Respondents may
upload letters through this site. Please do not send responses by fax.

Written comments on the exposure draft will become part of the public record and will be available on-
line until December 31, 2012.