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© 2010 KPMG Phoomchai Holdings Co., Ltd., a Thai limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”) a Swiss entity. All rights reserved. Printed in Thailand. 1

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Page 1: KPMG PowerPoint Talkbook Template1. Regain control of the audit committee agenda 2. Understand the risks posed by cost reductions made in response to the economic crisis 3. Focus closely

© 2010 KPMG Phoomchai Holdings Co., Ltd., a Thai limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”) a Swiss entity. All rights reserved. Printed in Thailand. 1

Page 2: KPMG PowerPoint Talkbook Template1. Regain control of the audit committee agenda 2. Understand the risks posed by cost reductions made in response to the economic crisis 3. Focus closely

© 2010 KPMG Phoomchai Holdings Co., Ltd., a Thai limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”) a Swiss entity. All rights reserved. Printed in Thailand. 2

A U D I T C O M M I T T E E I N S T I T U T E

Audit Committee Institute in Thailand

Introduction and background

KPMG in Thailand

Presenter
Presentation Notes
The pace of business change has quickened and the impact of uncertainty, volatility and risk have never been more strongly felt. The differentiation between those organisations whose risk management systems were working, and those who were not, is more pronounced than ever. Despite the significant debate that has continued around risk since the arrival of Turnbull – recent events have shown that many organisations were still driving risk from a regulatory compliance perspective. This has been a costly error. In 2007, we discussed a number of developments in risk management – and challenges that needed to be addressed if this was to work effectively. These included clarity of roles and responsibilities; the importance of using risk information properly; and the need to properly embed risk. I make no apologies for reiterating some of those points, in the hope that in 2011 we will be in a different position. In this presentation I would like to offer one simple view of how risk management systems can be understood; some observations as to what bad looks like, and why it occurs; areas you might want to pay particular attention to in the current climate; and Some food for thought on how to ensure the system of internal control and risk management is effective.
Page 3: KPMG PowerPoint Talkbook Template1. Regain control of the audit committee agenda 2. Understand the risks posed by cost reductions made in response to the economic crisis 3. Focus closely

© 2010 KPMG Phoomchai Holdings Co., Ltd., a Thai limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”) a Swiss entity. All rights reserved. Printed in Thailand. 3

AimsAims

• To be the first point of call for any audit committee member

• A place for knowledge sharing

• A “portal”

for AC members to work more closely and regularly

Page 4: KPMG PowerPoint Talkbook Template1. Regain control of the audit committee agenda 2. Understand the risks posed by cost reductions made in response to the economic crisis 3. Focus closely

© 2010 KPMG Phoomchai Holdings Co., Ltd., a Thai limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”) a Swiss entity. All rights reserved. Printed in Thailand. 4

Introduction and Background

A Global NetworkThere are now ACIs

in over 26 countries worldwide.

The Audit Committee Institute (ACI) in Thailand was launched in 2007.

ACI activities sponsored by KPMG Thailand−

AC forums

Publications−

Special events

Presenter
Presentation Notes
top
Page 5: KPMG PowerPoint Talkbook Template1. Regain control of the audit committee agenda 2. Understand the risks posed by cost reductions made in response to the economic crisis 3. Focus closely

© 2010 KPMG Phoomchai Holdings Co., Ltd., a Thai limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”) a Swiss entity. All rights reserved. Printed in Thailand. 5

A U D I T C O M M I T T E E F O R U M V O L U M E 3

Shareholders’

Questions 2010

2 April 2010

KPMG in Thailand

Page 6: KPMG PowerPoint Talkbook Template1. Regain control of the audit committee agenda 2. Understand the risks posed by cost reductions made in response to the economic crisis 3. Focus closely

© 2010 KPMG Phoomchai Audit limited., a Thai limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”) a Swiss entity. All rights reserved. Printed in Thailand. 666

Shareholders’

Questions

2010

Page 7: KPMG PowerPoint Talkbook Template1. Regain control of the audit committee agenda 2. Understand the risks posed by cost reductions made in response to the economic crisis 3. Focus closely

© 2010 KPMG Phoomchai Audit limited., a Thai limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”) a Swiss entity. All rights reserved. Printed in Thailand. 77

Shareholder’s Questions 2010

1Understand your Shareholders wants and needs

2 Hot topics

3 Finance

4 Reporting

5 Operating / business

6 Shareholders

7 Audit

8 Corporate governance

9 Social and environment

Page 8: KPMG PowerPoint Talkbook Template1. Regain control of the audit committee agenda 2. Understand the risks posed by cost reductions made in response to the economic crisis 3. Focus closely

© 2010 KPMG Phoomchai Audit limited., a Thai limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”) a Swiss entity. All rights reserved. Printed in Thailand. 88

Understand Your Shareholders wants and needs

Who are our shareholders? •

What do we understand about their investment objectives?

In the last AGM, what did they ask? What were they concerned? (may refer to minute of the last AGM)

What did the key messages we delivered to our shareholders? What were their reactions? Any follow-up actions?

What will be their expectations this year?

Page 9: KPMG PowerPoint Talkbook Template1. Regain control of the audit committee agenda 2. Understand the risks posed by cost reductions made in response to the economic crisis 3. Focus closely

© 2010 KPMG Phoomchai Audit limited., a Thai limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”) a Swiss entity. All rights reserved. Printed in Thailand. 99

Hot topics

Page 10: KPMG PowerPoint Talkbook Template1. Regain control of the audit committee agenda 2. Understand the risks posed by cost reductions made in response to the economic crisis 3. Focus closely

© 2010 KPMG Phoomchai Audit limited., a Thai limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”) a Swiss entity. All rights reserved. Printed in Thailand. 1010

Hot topics

Sign of recoverySign of recovery

Cost cutting impact /Cost cutting impact /cost managementcost management

Liquidity / Going concern / Liquidity / Going concern / Impairment assessmentsImpairment assessments Risk assessment Risk assessment

and oversightand oversight

2010 plans2010 plans

Capital accessibilityCapital accessibility

Page 11: KPMG PowerPoint Talkbook Template1. Regain control of the audit committee agenda 2. Understand the risks posed by cost reductions made in response to the economic crisis 3. Focus closely

© 2010 KPMG Phoomchai Audit limited., a Thai limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”) a Swiss entity. All rights reserved. Printed in Thailand.

Finance

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Page 12: KPMG PowerPoint Talkbook Template1. Regain control of the audit committee agenda 2. Understand the risks posed by cost reductions made in response to the economic crisis 3. Focus closely

© 2010 KPMG Phoomchai Audit limited., a Thai limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”) a Swiss entity. All rights reserved. Printed in Thailand.

Reporting

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Page 13: KPMG PowerPoint Talkbook Template1. Regain control of the audit committee agenda 2. Understand the risks posed by cost reductions made in response to the economic crisis 3. Focus closely

© 2010 KPMG Phoomchai Audit limited., a Thai limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”) a Swiss entity. All rights reserved. Printed in Thailand.

13

Operating / business

Competitive Competitive positionposition

Future plans/Future plans/strategiesstrategies

Information Information technology / technology / ee--commercecommerce

Change in corporate Change in corporate and business and business

structurestructure

Disaster recovery plan Disaster recovery plan / business / business

continuity plancontinuity plan

Page 14: KPMG PowerPoint Talkbook Template1. Regain control of the audit committee agenda 2. Understand the risks posed by cost reductions made in response to the economic crisis 3. Focus closely

© 2010 KPMG Phoomchai Audit limited., a Thai limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”) a Swiss entity. All rights reserved. Printed in Thailand. 14

Shareholders

Dividend policyDividend policy

Share price Share price

Location and Location and reception of AGMreception of AGM

CommunicationsCommunications

Voting issuesVoting issues

Page 15: KPMG PowerPoint Talkbook Template1. Regain control of the audit committee agenda 2. Understand the risks posed by cost reductions made in response to the economic crisis 3. Focus closely

© 2010 KPMG Phoomchai Audit limited., a Thai limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”) a Swiss entity. All rights reserved. Printed in Thailand. 15

Audit

Auditor rotation

/ fee

Auditor Auditor rotation rotation

/ fee/ fee

Auditor’s recommendations

AuditorAuditor’’s s recommendationsrecommendations

Internal auditInternal auditInternal audit

Audit committee

Audit Audit committeecommittee

Presenter
Presentation Notes
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Page 16: KPMG PowerPoint Talkbook Template1. Regain control of the audit committee agenda 2. Understand the risks posed by cost reductions made in response to the economic crisis 3. Focus closely

© 2010 KPMG Phoomchai Audit limited., a Thai limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”) a Swiss entity. All rights reserved. Printed in Thailand. 16

Corporate governance

Assessment of independenceAssessment of independence

Board / Committees performance assessmentBoard / Committees performance assessment

Internal controls and review processInternal controls and review process

Tone at the top / code of conduct communicationTone at the top / code of conduct communication

Page 17: KPMG PowerPoint Talkbook Template1. Regain control of the audit committee agenda 2. Understand the risks posed by cost reductions made in response to the economic crisis 3. Focus closely

© 2010 KPMG Phoomchai Audit limited., a Thai limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”) a Swiss entity. All rights reserved. Printed in Thailand. 17

Social and environment

CSR

Environmental responsibility

Page 18: KPMG PowerPoint Talkbook Template1. Regain control of the audit committee agenda 2. Understand the risks posed by cost reductions made in response to the economic crisis 3. Focus closely

© 2010 KPMG Phoomchai Audit limited., a Thai limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”) a Swiss entity. All rights reserved. Printed in Thailand. 1818

www.kpmginstitutes.com/aci

The information contained herein is of a general nature and is not intended to address the The

information contained herein is of a general nature and is not intended to address the circumstances of any particular individual or entity. Although we endeavor to provide

accurate and timely information, there can be no guarantee that such information is accurate as of the date it

is received or that it will continue to be accurate in the future. No one should act on such information without appropriate professional advice after a thorough examination of the particular situation.

Page 19: KPMG PowerPoint Talkbook Template1. Regain control of the audit committee agenda 2. Understand the risks posed by cost reductions made in response to the economic crisis 3. Focus closely

© 2010 KPMG Phoomchai Audit limited., a Thai limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”) a Swiss entity. All rights reserved. Printed in Thailand. 191919

Ten To-Do’s for Audit Committees in 2010

Page 20: KPMG PowerPoint Talkbook Template1. Regain control of the audit committee agenda 2. Understand the risks posed by cost reductions made in response to the economic crisis 3. Focus closely

© 2010 KPMG Phoomchai Audit limited., a Thai limited liability company and a member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”) a Swiss entity. All rights reserved. Printed in Thailand. 2020

Ten to-Do’s for Audit Committees in 2010

1.

Regain control of the audit committee agenda2.

Understand the risks posed by cost reductions made

in response to the economic crisis3.

Focus closely on all financial communications

4.

Continue to monitor fair value issues, impairments, and management's assumption underlying critical

accounting estimates5.

Rethink the audit committee’s role in risk oversight

with an eye to narrowing the scope.6.

Make sure internal audit is properly focused and fully utilized

7.

Prepare for the potential impact of key public policy initiatives on compliance, risk, and governance processes

8.

The economic crisis continues to put pressure on compliance and anti-fraud programs

9.

Help link change + risk –

and monitor critical alignments10.

Take a fresh look at the audit committee’s composition and leadership