Audit supervision mechanism of listed companies in Japan

下面为大家整理一篇优秀的essay代写范文- Audit supervision mechanism of listed companies in Japan，供大家参考学习，这篇论文讨论了日本上市公司的审计监督机制。日本公司法对于上市公司，为了保障股东利益特别是保障小股东的利益，对于公司内部履行独立审计监督职能的机构和外部独立审计、独立的外部董事等进行了严格的规定。从公司治理结构的顶层设计上，保证了审计监督机构本身的独立性和客观性，确保了其履职过程中，能够对董事会的运行、决策机制、决策过程等具有充分的、不受限制的独立审计和监督。

For large companies, public companies and listed companies, in order to protect the interests of shareholders, especially the interests of small shareholders, the company law of Japan has strict provisions on the internal institutions that perform the function of independent audit supervision, external independent audit and independent external directors. From the top-level design of corporate governance structure, it guarantees the independence and objectivity of audit supervision institutions, and ensures that they have sufficient and unrestricted independent audit and supervision over the operation of the board of directors, decision-making mechanism, decision-making process, important business judgment and compliance with laws and regulations during their performance. Meanwhile, an external independent accountant is introduced as the company's accounting and auditing institution to independently audit and confirm the financial reports prepared by the company. To evaluate and confirm the effectiveness of corporate governance and internal control by a third party, so as to ensure the accuracy, objectivity and effectiveness of the company's financial reports and business performance reports disclosed to shareholders.

Based on November 29, 2013, the justice ministry's part company law amendment to the Japanese congress revised information in the attached reason is "given the recent over shares of the company's social and economic situation, in order to strengthen the outside directors such as audit supervision of corporation management, in order to further strengthen the legitimacy of the joint-stock company and its subordinate enterprise group operating, it is necessary to create a 'set the audit supervisory committee of the company the company form, revision of outside directors and other elements, creating corporation wholly-owned holding shareholders of the parent company would like to ask you on behalf of the lawsuit system, shareholders may apply to the termination of the expansion of measures such as corporate restructuring. That's why this bill is being presented."

In Japan, as a result of the traditional large companies usually in the process of human resources and the appointment or dismissal of cadres, universal existence "years" work sequence, the influence of the board of directors elected representatives of the directors will usually as company President, under the action of annual work series, representative director and President will be the absolute authority of the board of directors and management layer, for the company's business has almost absolute command and decision-making power. Traditional supervisors, board of supervisors, on the other hand, although it is independent of the board of directors to perform the audit supervision function of the parallel mechanism of the board of directors, but among the traditional Japanese company, the supervisors the position, in most cases are directors after reaching emeritus age, years of work in a sequence of parallel moving into the board of supervisors as a supervisor. In the process of performing audit supervision as a supervisor, there may be some defects in its independence, objectivity and competence. In Japanese society, there is even the irony that "inspection service = idle service". Supervisors, who perform audit supervision at the same level as decision-makers in the company, are likely to have "congenital defects". In this case, the establishment of three lines of defense in the corporate governance system and the performance of internal audit institutions are likely to have defects in independence. Supervisors only have the power to supervise, ask questions and audit the decisions of the board of directors, but they cannot directly affect the decisions of the board of directors through voting on the board of directors, so objectively there is likely to be a lag. News media have reported similar reports on fraud of large listed companies in Japan, major mistakes in business decisions, and major problems in internal control of enterprises. One of the potential sources of such reports in corporate governance lies in the failure of audit supervision institutions and internal audit departments to play a full role.

Strengthened by external professionals as outside directors, mainly composed of external professionals to the board of supervisors, audit committee, audit committee, law can avoid the height of the director and the executive management, management layer, the separation of decision-making power and executive power, and can the supervision of executives and directors to be independent, objective, and has a high professional level the hiring of professionals, such as also can bring more abundant professional knowledge for the board of directors, the enterprise external professional experience, for multinational companies, the group headquarters in the board of directors and board of supervisors to introduce international talent, It can strengthen the communication between subsidiaries of transnational corporations distributed in different countries and the mutual understanding of business culture, which plays an important role in the corporate governance of transnational corporations.

From the perspective of Japanese company law legislation, the positioning of audit supervision committee is used to replace the board of supervisors. In terms of qualifications, the independent requirements of ensuring the composition of the members of the board of supervisors are referred to

There must be at least three people and a majority of outside members. In terms of selection, audit and supervision committee of hiring, for the shareholders' meeting with supervisors selected way to distinguish it from other separate bill of directors resolution, fundamentally ensure the audit supervisory committee, relative to other directors in the board independence status, thus promote the audit supervisory committee in the fulfillment of the audit, supervision, and participation in the board of directors of the board of directors the objectivity in the process of decision-making.

The board of supervisors only has the right to attend and ask questions for the decision-making of the board of directors, but it cannot directly participate in the decision-making vote of the board of directors. During the operation of the company, there may be some parts close to the "gray zone", such as the proposal proposed by the board of directors, which is not completely satisfied with the judgment of the supervisor. Although the questions asked by the board of directors in the deliberation process have been answered and explained by the board of directors, they may only basically reach the bottom line of the judgment of the supervisor. In the case that the director does not have clear illegal behaviors in the course of performing his duties, the supervisor cannot stop such resolutions. Due to its members and audit supervision committee itself has the identity of the directors, can be directly in the process of the board of directors voted to instant effects, for similar illegal did not touch the bottom line, but based on professional judgment in the future do not rule out the possibility that affect shareholders, especially minority shareholders interests, audit and supervision committee director may vote by the board of directors decision directly exercise their right to influence the resolution.

From the perspective of internal and external auditing and expert resource mobilization of the company, the board of supervisors usually has only a few staff of the working department of the board of supervisors to cooperate with the work of the supervisors, and the audit of the company also requires each supervisor to conduct field investigation independently. Although from the perspective of law, supervisors have the right to hire lawyers and accountants to conduct audit and investigation independently when they think there are illegal and corrupt situations of directors, the exercise of such power is not routine or planned. In addition, in terms of the working methods of supervisors, their audit methods are similar to those of internal audit institutions, but the depth is limited, which is also the limitation of the mode of the board of supervisors.

In corporate governance, internal audit is usually on the basis of the international institute of internal auditors, as stated in "standard of international internal audit professional practice", as head of the internal audit department chief audit executives must report directly to the board of directors regarding the internal audit work to ensure the independence of internal audit department in the organization, based on the type IIA recommended way, chief executive of internal audit shall report to the board on the functions, on the administrative shall report to the CEO, and at the time of the Japanese companies in this guide, However, there is a contradiction that the most powerful representative director of the board of directors is also the President of the executive layer. Due to the dual roles of the decision-making layer and the executive layer, the independence of the internal audit institution of Japanese companies is still hindered to some extent. And this point is always the focus of academic research and internal communication in the internal audit association of Japan. Audit academic circles in Japan, the Japanese society of internal audit in the 2016 study report the board of supervisors and ideal type relations of the internal audit department, put forward the internal audit department on duty to report to the board of supervisors, the Japanese general corporate audit heartfelt words will be held on January 31, 2019 BBS special topic of the lecture is about to establish the board of supervisors of the internal audit department command, reporting relationships of the initiative. Yet even to establish internal audit departments to be reported to supervisors, board of supervisors directly, although a certain level, strengthened the position of the independence of the internal audit activity itself, but on the other hand, due to the supervisors and the board itself is not the decisions of the board of directors resolution, for the independence of the internal audit department and there is weakened, so the author thinks that, although the way to a certain extent, can have the effect of strengthening independence, but may not be the best choice. In the report "the ideal relationship between the board of supervisors and the internal audit department", the Japan internal auditors association puts forward the ideal model of corporate governance in Japan, that is, the ideal model of board of directors + board of supervisors + internal audit department is improved from the traditional board of directors + board of supervisors model. In the author's shallow, in fact the model design, from the top of the audit supervision institutions may exist certain redundancy, its core is about the role of outside directors have failed to fully give play to, and from the perspective of institutions, external directors and external supervisors in audit supervision function overlapping, institutions exist redundant, for company audit did not achieve the optimal state of resource utilization, just typical corporate governance models in a traditional Japanese company on the basis of a certain degree of improvement, still failed to achieve the optimal.

Compared with the repair and improvement on the basis of traditional corporate governance of Japanese companies, the elimination of the board of supervisors and the establishment of audit supervision committee can fundamentally strengthen the role of outside members of the board of directors as experts. As a part of the board of directors, the audit and supervision committee is the same as the audit committee. Its members are directors themselves and have the voting power of the board of directors. They can directly and effectively direct the work of the internal audit department and exercise the authority of directors to support the internal audit department. To adopt this way, both to avoid the defect of the director supervisors have no power, and can avoid the top design of corporate governance on the set of audit supervision institutions external supervisors, outside directors elected by the redundancy, and at the same time the burden of the enterprise, on the other hand also need not the corporate governance structure to transform the model of listed companies in the United States the establishment of the special committee of the board to set up the audit committee of the model, from the actual operation, the original supervisory board of supervisors and external supervisors can smooth translation to audit supervisory committee, the overall transformation will be more smooth, more operational.

After the implementation of the relevant provisions of the Japanese company law on the establishment of the audit supervision committee, the establishment of the audit supervision organization of Japanese enterprises is based on the latest statistical data released by the Tokyo stock exchange on July 31, 2018. The basic data of the establishment of the external directors and audit supervision committee of listed companies are as follows:

The proportion of listed companies electing more than two independent external directors: the first part of topix listed reached 91.3%; JPX's nikkei 400 index is at 97.7%. The development is shown in figure 5.

According to the Tokyo stock exchange statistics shows that since 2015, the Japanese company law amendment after the formal implementation, Japan's listed companies, the number of outside directors is increased, in 2015, selected two outside directors of listed companies more than doubled to 48.4%, to 2018, this proportion is more than 90%, to 91.3%. The new JPX nikkei 400 index was 97.7% in 2018. This proportion is worthy of reference and reflection. 4.2 the number of listed companies with audit and supervision committee and the number of listed companies with special committee of the board of directors are compared, as shown in figure 6.

Topix based on Japanese directors association in 2018, a listed company data can be found clearly, set up the regulation of the special committee of the board after the release, the reaction of listed companies is not active, is generally believed that the American model of special commissioner way is not suitable for Japanese companies, the board of directors for scrap way to add the board committee of the board of supervisors, there is great resistance, for corporate governance legislation guidance, actually could not have expected effect. By contrast, the new amendment of Japanese company law implemented on May 1, 2015 has an extremely significant effect.

In figure 7, the board of supervisors of Japanese listed companies is rarely abolished and transferred to the special committee of the board of directors. At the peak of IPO in 2005 and 2006, only 7 of the 134 newly listed enterprises chose to set up the special committee of the board of directors. In 2013 the IPO boom of 2014, the new listing of only four of the 140 companies choose to set up the special committee of the board, and the former has a board of supervisors of the company according to the calendar year the total number of listed companies changes increase or decrease, set up the company increase or decrease in the board of supervisors, and set up a special committee by the board of directors of the company is showed the change between the original sets of the supervisory board of listed companies will be almost no institutions change to set up the special committee of the board.

In contrast, after the implementation of the amendment to the company law of Japan in 2015, the number of companies with audit and supervision committees increased sharply and the number of companies with supervisory boards decreased sharply. It can be seen that a large number of listed companies with supervisory boards have changed their organizational Settings to audit and supervision committees. This revision of corporate law in Japan has a remarkable guiding effect on corporate governance in Japan.

After the Meiji restoration, Japan chose to establish its own legal system with reference to the continental law system, and continuously studied and reformed the audit supervision institutions in corporate governance. During the period of Meiji restoration imitation of the German model of supervisors, board of supervisors mode, has become a tradition of Japanese companies and the classic pattern, in order to adapt to the internationalization development, to solve for Europe and the United States to adopt the American model, namely the audit committee under the mode of business practices, European and American countries for Japanese mode is difficult to understand the contradiction of the board of supervisors as well as the limitations of the board of supervisors mentioned in this article mode, Japan in the process of reform the original commercial law, have been taken directly into the American model, which set up the model of the special committee of the board, but in practice, did not have the desired effect. Japanese companies, whose traditional corporate governance model has been deeply rooted, have hardly accepted the corporate governance of the American model, which has completely changed the traditional corporate governance model.

But 2 beep 5 years implementation of the Japanese company law amendment introduced in similar to the pattern of the board of supervisors board committee with the United States model between the compromise audit supervisory committee, in line with the traditional corporate governance habit of Japanese companies, from set up the board of supervisors to set up the audit supervisory committee for the impact of corporate governance structure itself is lesser, easier accepted by Japanese companies and implementation, and in effect, the corporate governance structure reform, in the Angle of audit supervision, has been largely achieved similar to set as the effect of the special committee of the board of audit committee members, Objectively, it greatly strengthens the role of experts with high professional level as external directors. This kind of enterprise governance innovation has reference significance to the development of modern enterprise governance in our country.

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