An independent member of Baker Tilly International

 

News

 

Click on the headings below to view each article.

SARBANES-OXLEY - Management’s New Obligations for Internal Audit

The Sarbanes-Oxley Act (“Sarbox”) was signed into law on 30 July 2002 as a direct response the collapse of Enron and other listed public companies in the United States. Although most are aware that Sarbox seeks to rectify poor accounting disclosure in the United States, few are aware that Sarbox also presents significant challenges and obligations for management of foreign subsidiaries of public listed US companies and their auditors.

Within the United States, Sarbox created a private sector non-profit organization, the Public Company Accounting Oversight Board (“PCAOB”), to oversee and investigate the audit of public companies.

Sarbox also created a fundamentally different approach to the audit of public companies in the United States including: (i) pre-eminent role of the audit committee in the company’s relationship with the auditor;

(ii) approval of audit and non-audit services by the audit committee;
(iii) prohibition on the provision of certain non-audit services by the company’s auditor such as bookkeeping, financial systems design and implementation, appraisal and valuation services, actuarial services, internal audit, human resources, broker/dealer and investment banking services, and legal and expert services unrelated to the audit;
(iv) non prohibited services can be performed by the auditor with prior approval of the audit committee;
(v) rotation of lead partner and audit review partner every 5 years;
(vi) mandatory second partner review and approval of financial statements; and
(vii) management “sign off” of internal controls.

Outside the United States much has been made of the requirement for foreign auditors to register with PCAOB in order to provide audit services to the subsidiaries of public companies listed in the United States. However, the impact of (vii) that will be most widely felt both inside and outside the United States.

Sarbox makes it clear that management are now required for the first time to provide written assurances concerning the effectiveness of internal controls. Sarbox provided a framework requiring listed public companies to provide an internal control report in each annual report. The internal control report

(i) states the responsibility of management for establishing and maintaining an adequate internal control structure and procedures for financial reporting; and

(ii) contains an assessment of the effectiveness of the internal control structure and procedures.

So what does this actually mean for management? Management firstly needs to be aware of the deadlines. The United States Securities and Exchange Commission have extended the deadlines for compliance with the internal audit report as follows:

(i) US listed public companies with market capitalization over US$75 million – for fiscal years ending on or after 15 November 2004; and
(ii) other US listed companies – on or after 15 July 2005.

The SEC has now issued final rules in connection with the definition of internal control and management’s expected response to the new framework developed by Sarbox.

Although it is not entirely certain how these rules will impact over the next few years, the main considerations for management flowing from the new rules are as follows:

  • companies with subsidiaries outside the United States must nevertheless evaluate internal controls in these locations;
  • failure to document to document the system of internal controls or the evidence used in making the assessment should be considered a weakness in internal control;
  • positive testing of internal controls on a periodical basis must be performed to make the assessment required by Sarbox;
  • simple enquiry about existence and effectiveness of internal controls may not be enough to comply with Sarbox;
  • material misstatements that were not identified by management are ordinarily indicative of the existence of a material weakness in internal control;
  • the assessment of internal controls should be made by reference to external guideline and criteria such as Treadway Commission’s Internal Control-Integrated Framework also known as COSO Framework;
  • all significant deficiencies and material weaknesses need to be communicated in writing and disclosed publicly;
  • the company’s auditors may be utilized to help in the documentation of controls but management mains responsible for making its own assessment of the effectiveness of internal controls;
  • when using outside service organizations (e.g., data processing, payroll processing, etc), management should consider the activities of the service organization when making an assertion about the effectiveness of the company’s internal control over financial reporting;
  • management must give ample consideration to the timing of implementing significant changes in the internal control system during the year and the impact of those changes on its ability to make an assessment of the system;
  • management is not permitted to conclude that the company's internal control over financial reporting is effective if there are one or more material weaknesses in the company's internal control over financial reporting;
  • management is required to identify the evaluation framework used by management to assess the effectiveness of the company's internal control over financial reporting;
  • foreign companies listed in the United States are subject to the internal reporting framework.

 

"Asian Npl's and the internet"- Insol World First Quarter 2006

"The slow evolution of HR departments in Thailand" - BCCT Newsletter 2006

Let’s start with a review of how HR has evolved over the last 40 years, and you can judge where your HR department is currently placed in this process.

 



The global trend among industrialised countries over the last 40 years is for HR functions to evolve from personnel and employee administration managers, to a department that has responsibility for functions that influence the performance of a company. These responsibilities include key strategic tasks such as senior management development, training policies throughout the company to ensure best use of existing resources, implementing performance appraisal schemes that benefit both the company and employees and implementing retention policies that work.


It was 7 years ago that Dave Ulrich, professor at the University of Michigan, wrote in the Harvard Business Review:

“This new agenda for HR is a radical departure from the status quo. In most companies today HR is sanctioned mainly to play policy police and regulatory watchdog….. the activities of HR appear to be – and often are – disconnected from the real work of the organisation. The new agenda, however, would mean that every one of HR’s activities would in some concrete way help the company better serve its customers or otherwise increase shareholder value”

Ulrich (1998) Harvard Business Review January – February 1998 124 – 134

Has your HR department evolved from an administrative to a strategic function? From my experience there are a great many companies in Thailand where the answer to this question is ‘no’.

Why is this? Is it the reluctance to change, or that HR management lack the training and/or vision, or perhaps there is a perception there is simply no need to change?

I suggest that the need to change exists, as the best companies are differentiated by their talent. Many Thai companies would like to entice highly qualified staff, with extensive ‘training dollars’ invested in them, away from the international companies. Without a professional, efficient and current HR policy in place, why would an employee move from a company providing a clear career path, with appropriate training enroute, to a company that is void of such policies? An HR manager either focusing on, or bogged down by, administrative functions, is not going to be very useful to a company attempting to upgrade skill levels and retain the best personnel.

McKinsey highlighted the problem in their global survey in 1996.

“HR staff spends up to 85% of their time on supervising standard processes such as leave, benefits and compensation administration, but only 15% on strategic activities such as career planning. In best practice HR organisations, these figures are almost reversed. Only 20% of time is spent on supervising standard procedures, and the remainder is spent on the execution of more strategic activities”

McKinsey: Analysis of HR time study 1996

The separation of administration services from the strategic challenges of HR has a key benefit, in as much as it creates a model that enables HR Managers to focus, and to make the best use of scarce HR management talent.

Strategic and administrative services require very different employee skills, and very different styles of management. Administrative services require supervisory management, whereas Strategic management requires individuals with creative skills, who should be allowed to manage their own activities. Separating these two groups is key to providing best practice in HR.











Once the CEO has made the decision to change the focus of the HR department to become a strategic partner, the first consideration is what to do with the administrative functions currently handled by the HR department. The majority of companies in the industrialised world delegate the responsibility of the HR administration to an Outsourcing Provider, which generally is easy and painless. But what then? It cannot be assumed that an HR manager and staff can simply change from ‘administration managers’ to ‘strategic managers’, requiring serious management input in each and every area of the company.

The solution favoured by many CEO’s is to outsource the HR administrative functions, but if this is the case, why do so few companies in Thailand follow this route? From our experience, the principle reason is the reluctance of Thai HR management to accept outsourcing as a tool that improves the efficiency of the HR function, but instead believing that with a reduction in people and/or responsibilities (albeit administrative responsibilities that make no direct contribution to core functions), HR management are losing part of their ‘empire’ and therefore their status and value to the company. Trying to persuade such individuals that hold a Thai centric view, believing that moving reams of paperwork is productive, to change their perception of their responsibilities is very difficult. Are CEO’s aware of the issues and trying to change attitudes?

Globalisation is forcing companies, in particular Thai companies, to become more competitive and focus on their strengths while outsourcing non-core functions. In a report by J.P. Morgan in March 2002, they stated:

“Technological change has multiplied the time and money involved in maintaining an in-house solution. The increasing importance of accessing and effectively utilising data has also forced companies to abandon inflexible in-house systems. The desire to transform large infrastructure investments into variable costs (for example, pay per transaction rather than invest in infrastructure) has been another significant driver.

We believe outsourcing business processes can benefit the corporate customer in a number of ways. We view outsourcing as better, faster, cheaper, and less risky than performing similar tasks in-house. For example, from a general technology perspective, outsourcing firms provide customers with access to highly skilled professionals and best-of-breed processes for which costs can be spread over a number of clients. Because outsourcing particular functions is the core business of these firms, they are able to react to and implement technology or process shifts faster than in-house efforts can. By supporting business processes for multiple customers, outsourcers are able to pass on cost savings in people, technology, and facilities, resulting in less cost burden for the end customers. Moreover, outsourcing generally involves service-level agreements that stipulate minimum performance guarantees and may include financial penalties if these agreements are not met, which lessens the risk for the customer.”

A large majority of companies in the USA and an increasing number in Europe (in particular the UK), outsource non-core HR functions. So why is it so slow to become ‘best practice’ in Thailand?

In many global surveys, confidentiality and security of systems and information is one major reason for outsourcing, yet in Thailand we hear from traditional managers, both HR and general managers, that they fear for the security of information if they outsource. This view is diametrically opposed to the view of global companies, which is based on their experience of outsourcing. Another simple example is the difficulty some companies and their employees have embracing payslips on-line.

Outsourcing as a concept is not new to many businesses in Thailand; typical functions that are outsourced would be security guards and canteens (food courts). Business Process Outsourcing (BPO) is not so widely know, except for logistics, accounting and payroll.

The current BPO market today is similar to the IT outsourcing market in the 90’s, as companies were then reluctant to allow third parties to get involved with mission-critical systems. In today’s climate, BPO service providers are widely accepted as both value-added and cost-effective business partners.


BPO outsourcing meets the requirements of many companies which are looking for additional value-enhancing and/or cost-reducing solutions that include technology, workflow methodologies and processes.

In developed industrialised countries, outsourcing the HR administration is likely to lead to direct savings, but surveys have shown that the possibility of achieving indirect benefits far outweighs the direct savings. In Thailand, with its low labour rates, the benefits are clearly indirect and not direct.

A survey conducted by Gartner shows that the United States represents over half of the worldwide BPO market, with Europe comprising one third, whilst Asia/Pacific and Latin America represents less than 5%. Clearly, companies in these regions have a lot of catching up to do.

Will companies in Thailand shift from performing HR administrative processes in-house to outsourcing non-core activities? When one reviews the success of BPO in the global economy, and the fact that in a knowledge-based economy human capital is a company’s greatest asset, the answer is “yes,” if these companies want to compete on an international level. What remains to be seen is whether HR managers can see the wisdom in this paradigm shift and initiate the changes internally or whether they will wait to have it thrust upon them by their CEOs.


Robert Brown is a Partner at
Baker Tilly (Thailand) Limited
and can be reached at: robert.brown@bakertillythailand.com




 

Baker Tilly Thailand extends its arm to work in the Phillipines, Cambodia and Laos.

 

 

 

 

Contact Us    About Us  Home