(e) Letter to Mrs Keefer
Der Mrs Keefer,
Internal control issues within Global-bank
I have been asked by the trustees of the Shalala Pension Fund to convey our expectations of you in respect of your roles andresponsibilities in internal controls. We very much regret the circumstances that have made this reminder necessary. In linewith the COSO recommendations, the trustees of the Shalala Pension Fund expect you to adopt four major responsibilities inrespect of overseeing internal controls in Global-bank.
At the outset, the trustees of the Shalala Pension Fund would like to express their disappointment that you should suggest,as you did at the recent EGM, that the loss incurred by Mr Mineta was ‘genuinely unforeseeable’. From our reading of thesituation, you are highly complicit in the loss through your failure in respect of the company’s internal controls.
Ultimately, it is the chief executive of any organisation who must assume final responsibility for all internal controls. It is youas CEO who must assume ‘ownership’ of the systems and this ownership must be a part of the manner in which you leadthe company. In particular, this means that you must set the tone from the top in both establishing and enforcing the controlenvironment. We understand that a number of failures to return compliance information from Philos were not acted uponand this is a clear failure on head office’s part to enforce the internal control environment throughout the company. The controlenvironment is enforced through having internal control compliance embedded within the culture of the company and it was,in our view, clearly your responsibility to facilitate this. From what we can gather, the culture in the Philos office was moredriven by Mr Evora’s personality than by your imposition of norms from head office and this was clearly one of the causes ofMr Mineta’s behaviour.
This setting of the tone should express itself in terms of the way that managers are treated and the way that the tone iscascaded down through the company including to individual branch offices such as Philos and other subsidiary companiesif relevant. It seems self-evident, in hindsight, that the Philos office felt they could act in breach of the relevant internalcontrols with impunity and this most certainly should not have been allowed. Finally, as major shareholders in Global-bank,the Shalala trustees expect you to pay particular attention to those areas most vulnerable or open to damaging breaches.
The financial products being traded at Philos clearly fit into this in our view as the company has demonstrated its vulnerabilityto losses on derivatives trading when inadequately controlled.
In addition, I have been asked in particular to draw your attention to the failure of the company to operate an effective internalaudit function. We understand that the audit committee has been compromised by a shortage of members to the point thatits reporting was criticised by the external auditors. The Shalala Pension Fund considers the internal audit function to be animperative part of the governance structure and we are disappointed that you have seemingly failed to give it the priority itclearly deserves. We trust that recent events have reinforced this importance to yourself and other members of the
I would emphasise again the seriousness with which the trustees of the Shalala Pension Fund view your management failuresin this unhappy episode and we look forward to hearing your considered responses to the points made.
Yours sincerely,M. Haber.
On behalf of Shalala Pension Fund.
[Tutorial note: underlined points are the CEO’s responsibilities; italicised points are the criticisms of Mrs Keefer. Allow for arange of ways of expressing these points.]
2 (a) Explain ‘the public interest’Public interest concerns the overall welfare of society as well as the sectional interest of the shareholders in a particularcompany. It is generally assumed, for example, that all professional actions, whether by medical, legal or accountingprofessionals, should be for the greater good rather than for sectional interest.
Accounting has a large potential impact and so the public interest ‘test’ is important. Mrs Yeo made specific reference to auditand assurance. In auditing and assurance, for example, the working of capital markets – and hence the value of tax revenues,pensions and investment – rests upon accountants’ behaviour. In management accounting and financial management, thestability of business organisations – and hence the security of jobs and the supply of important products – also depends onthe professional behaviour of accountants.