文献信息:
文献标题： Regulation by disclosure: the case of internal control
(从信息披露规则角度看企业内部控制)
国外作者： Laura F. Spira, Michael Page
文献出处：《Journal of Management & Governance》，2010, 14(4):409-433
字数统计：英文2253单词，12476字符；中文3543汉字
外文文献：
Regulation by disclosure: the case of internal control
1.Lntroduction: disclosure as a regulatory tool
The traditional framework of corporate accountability relies on disclosure of information to stakeholders. The form, content and reliability of this disclosure have been a matter of concer
n and debate ever since the establishment of legislative protection for investors and creditors in the mid nineteenth century. Financial scandals typically prompt calls for improvements in disclosure. The assumption underlying this form of disclosure is that stakeholders will be provided with information through which they may hold company management to account for the use of resources provided—a stewardship approach.
documented翻译
A different view of the purpose of disclosure underlies developments in standardising financial reporting which have been justified on the basis that users of financial statements need information in order to make a broad range of economic decisions about their relationships with corporations, an assumption which underpins the development of conceptual frameworks for financial reporting.
More recently, disclosure has become viewed as a tool of regulation. For example, the UK Companies Act 2006 has required companies to make disclosures relating to risks and future prospects. This approach to disclosure as a regulatory tool is reflected in recent discussions of European policy. The Winter Report1 of 2002 stated: Disclosure requirement
s can sometimes provide a more efficient regulatory tool than substantive regulation through more or less detailed rules. Such disclosure creates a lighter regulatory environment and allows for greater flexibility and adaptability. (p. 34) The discussion paper “Risk Management and Internal Control in the EU” states that:…if regulation is necessary, then disclosu re of information should be the preferred regulatory tool because it puts power in the hands of shareholders and markets rather than leaving it entirely with regulators (Federation des Experts Comptables Europeens 2005, p. 4)
Disclosure is thus seen to be beneficial from three linked and overlapping perspectives: in securing corporate accountability and the exercise of good corporate governance on behalf of stakeholders; in enabling better investment decisions and the smooth running of capital markets; and as a form of indirect regulation that achieves the goals of regulators.
In the US, securities legislation has relied on mandated disclosure since the 1930s. Although disclosure is central to its regime of corporate accountability, the UK approach to corporate legislation has been significantly different: recognition of this difference has been
heightened in much of the recent „rules v. principles5 debate following the Enron debacle (Bush 2005). The response to such apparent failings of the system of accountability is typically a demand for fuller disclosure of information.
The development of UK corporate governance policy has been characterised by a 'softer' approach, based on the principle of „comply or explain5, under which disclosure of information about compliance becomes mandatory, although code compliance remains voluntary. Arguments in support of this approach rest on the need for flexibility to recognise the range of diversity among companies and their activities and the assumption that the information provided about compliance will allow enforcement through market discipline.
Studies of disclosure tend to focus on the readily observable —the content of the disclosures themselves -rather than the behavioural effects in corporate policies and processes which disclosure is intended to secure but which are far more difficult to assess. However, the knowledge that disclosure is required may have an earlier and equally important effect on management behaviour as that produced by market response. This is hi
nted at in the comment of William L Cary, former chairman of the Securities and Exchange Commission who wrote in 1967 that:
Disclosure is the most realistic means of coping with the ever-present problem of conflicts of interest. In some instances our conduct is motivated by what we think is right, without regard to anything else. But, perhaps equally important, ethical behaviour-and wise counselling-results from estimating the public reaction to a full knowledge of a planned course of conduct. The requirement of disclosure in certain instances, and its possibility always, is thus a most important regulatory force in our society. Disclosure is the foundation of reliance on self-regulatory approaches to conflict problems and is the clearest alternative to greater governmental or institutional intervention. [Cary 1967: 408]
Although statements such as those above identify disclosure as a regulatory tool, Cary's is unusual in that it attempts to describe the mechanisms by which it works. In this paper we focus on a specific form of disclosure-that relating to internal control-in a specific context-that of the UK's “comply or explain” corporate governance regime. Our choice of internal co
ntrol as a disclosure topic reflects the continuing focus on this area. In 1999 the Institute of Chartered Accountants in England and Wales (ICAEW) published “Internal Control: Guidance for Directors on the Combined Code” [Internal Control Working Party (The Turnbull Report) 1999]. It was prepared by an Internal Control Working Party chaired by Nigel Turnbull and is often referred to as “the Turnbull report” or “the Turnbull guidance”. The Financial Reporting Council later set up the Turnbull Review Group which published revised guidance in 2005 (Turnbull Review Group 2005). Almost simultaneously ICAEW published a briefing document “Implementing Turnbull-a Boardroom Briefing” (Jones and Sutherland 1999). We consider the impact of internal control disclosure requirements by examining the nature of the disclosures made in accordance with the

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