內部會計控制相關的外文翻譯--內部控制系統(tǒng)披露—一種可替代的管理機制（英文）

1、Electronic copy available at: http://ssrn.com/abstract=13163231 Disclosure on Internal Control Systems as a Substitute of Alternative Governance Mechanisms Giovanna Michelon* Department of Economics and Management Uni

2、versity of Padova Via del Santo, 33 35123 Padova – Italy giovanna.michelon@unipd.it Sergio Beretta Accounting Department Bocconi University Piazza Sraffa, 11 20136 Milano – Italy sergio.beretta@unibocconi.it Sav

3、erio Bozzolan Department of Economics and Management University of Padova Via del Santo, 33 35123 Padova – Italy Saverio.bozzolan@unipd.it First draft: June 2008 This draft: February 2009 Comments are welcome * Co

4、rresponding author 3 Introduction According to agency theory, various governance mechanisms reduce the agency problem between investors and management (Jensen and Meckling, 1976; Gillan, 2006). Traditionally, governance

5、mechanisms have been identified as internal or external. Internal mechanisms include the board of directors, its role, structure and composition (Fama, 1980; Fama and Jensen, 1983), managerial share ownership (Jensen and

6、 Meckling, 1976) and incentives, the supervisory role played by large shareholders (Demsetz and Lehn, 1985), the internal control system (Bushman and Smith, 2001), bylaw and charter provisions (anti-takeover measures) an

7、d the use of debt financing (Jensen, 1993). External control is exerted by the market for corporate control (Grossman and Hart, 1980), the managerial labor market (Fama, 1980) and the product market (Hart, 1983). After

8、the various financial scandals that have shaken investors worldwide, corporate governance best practices have stressed in particular the key role played by the internal control system (ICS) in the governance of the firm.

9、 Internal control systems contribute to the protection of investors’ interests both by promoting and giving assurance on the reliability of financial reporting, and by addressing the boards’ attention on the timely iden

10、tification, evaluation and management of risks that may compromise the attainment of corporate goals. These functions have been widely recognized by the most diffused frameworks for the design of ICS that have stated the

11、 centrality of internal control systems in providing reasonable assurance to investors regarding the achievement of objectives concerning the effectiveness and efficiency of operations, the reliability of financial repor

12、ting and the compliance with laws and regulations (COSO, 1992; 2004). Notwithstanding their relevance, investors cannot directly observe ICSs and therefore cannot get information on their design and functioning because

13、they are internal mechanisms, activities and processes put in place within the organization (Deumes and Knechel, 2008). As investors take into account the costs they sustain to monitor management when pricing their clai

14、ms (Jensen and Meckling 1976), management have incentives to communicate information on the characteristics of the ICS in order to inform investors on the effectiveness of ICS when other monitoring mechanisms (the owners

15、hip structure of the firm and the board of directors) are weak, and thereby providing them with the convenient level of monitoring (Leftwich et al., 1981). The possible existence of substitution among different mechanism