The School of Higher Commercial Studies Algiers End-of-study thesis in view of obtaining a Master’s diploma in Commercial Sciences Specialty: Management and Entrepreneurship Theme: The impact of internal audit practices on the corporate governance in center of Algeria pubic companies Case: GRTE Spa Presented by: Supervisor: Mr. DJAHNIT Salah Mr. KANDI Mohamed Amine Amine Lecturer Class A 8th promotion June 2021 ملخص واستنادا ً إلى فكرة العولمة ،فإن الشركات في مختلف أنحاء العالم شهدت عدة طفرات متعددة ،ومن بين هذه التغيرات االنفصال بين السيطرة والملكية .التي جلبت لنا مشكلة الوكالة ،حيث كان لهذه المشكلة العديد من االسباب التي تتفاوت من عدم تماثل المعلومات ،والموقف الذي يتسم بالمصلحة الذاتية من جانب المدير ،والعزوف عن خوض المجازفة ،إلى آخر ذلك ،كانت هذه المشاكل سببا ً في خلق عبء على الشركات وتهديد ثروات البالد على مستوى االقتصاد الكلي ،والعديد من أصحاب المصلحة على المستوى الجزئي. وقد جاءت حوكمة الشركات لحل مشكلة الوكالة والعديد من المشاكل األخرى التي ظهرت بعد إعادة تشكيل هيئة االقتصاد وتطوي ر المؤسسة ،وبما أن جانب االدارة هو الذي ال يهتم فحسب بالصعيد الداخلي للمؤسسة ،بل أيضا بالجانب الخارجي للمؤسسة. فمع الكثير من البحوث والمجالت وااقراحات المؤسسات عن أفضل الممارسات المقترحة إلدارة الشركات ،فإن الضمان الوحيد لكفاءة نظام حوكمة الشركات يتلخص في صحة وفعالية آلياته .وهي تختلف من نظام إلى آخر،لكن عموما في داخل نجد مجلس اإلدارة ،لجنة مراجعة الحسابات و خارج المؤسسة نجد األسواق المالية الخارجية ،و مراجعي الحسابات الخارجيين. ولكن نتيجة للفضائح المالية في الواليات المتحدة وأوروبا واليابان ،أصبحت المراجعة الداخلية للحسابات أداة أساسية في نظام حوكمة الشركات .والواقع أنها تعتبر واحدة من اآلليات الرئيسية في نظام حوكمة الشركات. والغرض من هذه االطروحة هو دراسة ما إذا كانت المراجعة الداخلية للحسابات آلية فعالة حوكمة الشركات في قلب بيئة الجزائر في هذه المجاالت الثالثة :الحد من عدم التناظر في المعلومات ،وحماية حقوق أصحاب المصلحة ،وتعزيز نظام إدارة مخاطر المشاريع .استنادا ً إلى مراجعة الكتابات التي تتناول النظريات المختلفة حوكمة الشركات وممارسات المراجعة الداخلية للحسابات .وتم توزيع استبيان جواب الذاتي على أفراد من مختلف الدوائر في شركة عامة جزائرية .استنادًا إلى اإلجابات التي نجري عليها بعض االختبارات اإلحصائية الوصفية والتحليلية للتحقق من صحة الفرضية أو رفضها. الكلمات الرئيسية :إدارة الشركة ،التدقيق ،عالقة الوكالة ،عدم تناسق المعلومات ،إدارة المخاطر Abstract Based on the idea of globalization, companies around the world have multiple mutations, and one of these changes is the separation between control and ownership. Which brought to us the agency, where the latter had many sources varying from the information asymmetry, the self-interested attitude of the manager, and the risk aversion, etc. These problems have created a burden to the companies and threatened the country’s wealth on the macroeconomics level, and many stakeholders in the micro-level. Corporate governance came to resolve the problem of agency and many other problems brought into existence after the remodeling of the environment and the development of the enterprise, since it is the aspect of management that interested not only on internal of enterprise but as well to the external of the enterprise. With much research, journals, institutions document the proposed best practices for corporate governance the only guarantee of the efficiency of the system of corporate governance is the validity and efficacity of its mechanisms. They differ from one system of governance to another but generally, in the internal of the board of directors, the audit committee where else on the external financial market, external auditors. However, As a result of the financial scandals in the US, Europe, and Japan, internal audit has become an essential tool in the corporate governance system. Indeed, it is considered one of the principal mechanisms in the corporate governance system. The purpose of this thesis is to examine whether the internal audit cloud is an efficient corporate governance mechanism in the center of Algeria's environment in these three areas: reducing the information asymmetry, protecting the stakeholder's rights, and enhance the enterprise risk management system. Based on the review of the literature of the different theories of corporate governance and the practices of the internal audit. A self-completion questionnaire was distributed to individuals from different departments in a public Algeria Company. Based on the responses we conduct some statistical descriptive and analytic tests to validate or reject the hypothesis. Keywords: corporate governance, audit, the agency relation, information asymmetry, risk management Résumé Autour de l'idée de la globalisation, les entreprises du monde entier connaissent de multiples mutations: et l'un de ces mutations c’est la séparation entre le contrôle et la propriété. Ce qui nous a créa un problèmes d'agence: où ce dernier a de nombreuses facteurs variant de l'asymétrie de l'information, l'attitude d’opportunisme des managers et l'aversion au risque: etc. Ces problèmes ont créés un fardeau pour les entreprises et menacer la richesse du pays au niveau macroéconomique: et les parties prenantes au niveau microéconomique. Le gouvemement d'entreprise est venu résoudre le problème d’agence et bien d'autres problèmes apparus après le remodelage de l'environnement et le développement de 'entreprise: puisqu'il s'agit de l'aspect de la gestion qui s'intéresse non seulement à l'interne de l'entreprise mais aussi à l'externe de l'entreprise. Avec des nombreuses recherches effectuées par les institutions nationales et des chercheurs qu’ont proposées les meilleures pratiques pour un bon gouvernance d'entreprise ; la seule garantie de l'efficacité du système de gouvernance d’entreprise est la validité et l'efficacité de ses mécanismes. Ils différent d'un système d’un pays à l’autre mais généralement. À l'interne d’entreprise on se trouve: le conseil d'administration: le comité audit et à externe s’agissant le marché financier et les auditeurs externes. Cependant, à la suite des scandales financiers aux États-Unis, en Europe et au Japon: l'audit interne est devenu un outil essentiel du système de gouvemement d'entreprise. En effet: il est considéré comme l'un des principaux mécanismes du système de gouvemement d'entreprise. L'objectif de cette thèse est d'examiner si l'audit interne peut être un mécanisme de gouvernance d’entreprise efficace dans le contexte algérien à travers les trois domaines suivants réduction de l'asymétrie d'information, protection des droits des parties prenantes et amélioration du système de gestion des risques de l'entreprise. Basé sur analyse de la documentation existante dans les différentes théories de la gouvernance d’entreprise et les pratiques de l'audit interne. Un questionnaire a été distribué aux Individus de différents départements d'une entreprise publique algérienne. et Sur la base des réponses recueilles nous avons effectué des tests statistiques pour valider ou rejeter notre l'hypothèse. Mots clés : gouvernance d'entreprise, audit, relation d'agence, asymétrie d'information, gestion des risques. Dedication To anyone who have helped me To the memory of my Mom Acknowledgments would first like to thank my supervisor, mister Mohamed Amine Kandi, who was the teacher, a friend to me, and his expertise was invaluable to me. Your insightful feedback pushed me to sharpen my thinking and brought my work to a higher level. I would like to acknowledge my colleagues from my internship at GRTE. For their wonderful collaboration. I would particularly like to single out my supervisor at GRTE, Mme Geunfissi, I want to thank you for your patient support and for all of the opportunities I was given to further my research. I would like to thank my parents for their wise counsel and sympathetic ear. You are always there for me. Finally, I could not have completed this dissertation without the support of my friends. List of Tables Chapter and N° Title Page Table N° I-1 an overview of the agency theory 25 Table N° I-2 micro theories of CG 43 Table N° II-1 IIA’s internal audit international standards 62 Table N° III-1 Statistical information about the questionnaire applications. 127 Table N° III-2 Likert response labels 129 Table N° III-3 reliability statistics 131 Table N° III-4 reliability statistics for axis 01 132 Table N° III-5 reliability statistics for axis 02 132 Table N° III-6 reliability statistics for axis 03 133 Table N° III-7 a summary of the Cronbach's Alpha results 134 Table N° III-8 distribution of the respondents by: sex 135 Table N° III-9 distribution of the respondents by: Age 136 Table N° III-10 the distribution of respondents by age and gender 138 Table N° III-11 the distribution of respondents by their educational backgrounds 138 Table N° III-12 The distribution of respondents by their Experience 139 Table N° III-13 The distribution of respondents by profession and department 139 The distribution of respondents by how to carry out an internal Table N° III-14 audit/control/ inspection mission Distribution of respondents by who carry internal audit/ 141 141 Table N° III-15 inspection/ control across different departments Table N° III-16 Distribution of respondents by their hierarchical position 143 Table N° III-17 statistics summary of all the response on the three-axis questions 145 Table N° III-18 the summary of the result of the first axis questions 147 Table N° III-19 the result of the total data in the above table 151 Table N° III-20 the summary of the result of the second axis questions 154 Table N° III-21 the result of the total data in the table 156 Table N° III-22 the summary of the result of the third axis questions 158 Table N° III-23 the result of the total data in the table 160 Table N° III-24 the z-score skewness or kurtosis 163 Table N° III-25 Kolmogorov-Smirnov test 165 Table N° III-26 Shapiro-Walik test 166 Table N° III-27 the result of the one-sample T-test for the first axis 167 Table N° III-28 the result of the T-test for the second axis 169 Table N° III-29 the result of the T-test for the third axis 170 List of Figures Chapter and N° Title Page Figure N° I-1 the firm as nexus of contract 20 the differences between the firm and the market contractual Figure N° I-2 structure 21 Figure N° III-1 GRTE in the middle of the electrical grid. 109 Figure N° III-2 the development provision plan of GRTE infrastructure 110 Figure N° III-3 the GRTE organizational structure 117 Figure N° III-4 distribution of the respondents by: sex 136 Figure N° III-5 the histogram shows the distribution of the respondents by Age 137 Histogram demonstrates the distribution of the sample by Figure N° III-6 profession and department 140 histogram illustrates the distribution of persons how have conducted internal audit/ inspection/ control mission across the Figure N° III-7 department 142 Histogram demonstrates the distribution of the sample by their Figure N° III-8 hierarchical position. 144 Liste of Abbreviations Abbreviations Meaning AAA American accounting association ACIIA Asian confederation of institutes of internal auditors AC Audit committee BOD Board of directors CEO Chief executive officer CFO Chief finances officer COSO Committee of sponsoring organizations of the Treadway commission CAATs Computer-assisted audit technologies CG Corporate governance ERM Enterprise risk management FRAP Feuille de révélation et d’analyse de problème IIA Institute of internal auditor IFACI Institut français de l'audit et du contrôle internes IA Internal audit ICQ Internal control questionnaire ICS Internal control system ICS Internal control system ISA International audit standards AICPA American Institute of certified public accountants OCDE Organization for economic co-operation and development SOX Sarbanes–Oxley act SEC Securities exchange commission SME Small-medium enterprise UFAI Union francophone de l' audit interne Summary General introduction…………………………………………………………………..01 Chapter one: Corporate Governance Literature Review……………………….......07 Chapter one introduction………………………………………………………………..08 Section one: Generalities and history of the corporate governance…………………….09 Section two: The two approaches of the paradigm of efficiency……………………….31 Section three: The corporate governance mechanisms…………………………………44 Chapter one conclusion…………………………………………………………………52 Chapter two: The Internal Audit and the Corporate Governance Interrelation from Theoretical Perspective………………………………………………………………........53 Chapter two introduction……………………………………………………………….54 Section one: Generally about internal audit………………………………………….....55 Section two: Internal audit forms and types.………………………………………...…65 Section three: The organization of the audit mission…………………………………..72 Section four: internal audit as a mechanism of corporate governance...........................88 Chapter two conclusion………………………………………………………………..103 Chapter Three: Study Case: The GRTE’s Internal Audit Function as a Succor of Corporate Governance…………………………………………………………………….104 Chapter three introduction……………………………………………………………...105 Section one: General Presentation of GRTE…………………………………….……..106 Section two: the internal audit function significance in the corporate governance case study of the GRTE Algerian public company…………………………………………………….118 Chapter three conclusion ……………………………………………………………...172 General conclusion …………………………………………………………………..173 General Introduction General introduction 2 General introduction Each economic system has a theoretical or practical impediment and defectiveness that could not provide us with a straightforward pathway to utopia. Meanwhile, with the charming rise of capitalism, we have seen uncountable falls that led the world into the abyss. The capitalist system could be viewed, as a robust chain conversely the falls of one part will certainly lead to the dismantlement of the chain. From all the collapses of this system, we could observe that corporate governance occupies the central part of the system. Where any failure in the latter causes Punitive Damages to the global economy. All the latter collapses around the world have one correspondence incitement, which is financial scandals and the absence of meticulous control. As a result of these calamitous economic consequences and the exigency of continued economic development. At first, all the corporate governance participants have established multiple governance mechanisms to guarantee the safeguarded of their economic wealth and the creation of the economic rent. Nevertheless, internal audit was not a mechanism of corporate governance according to the agency theory the internal audit was not considered to be a monitoring mechanism in the context of the agency relationship where else external audit was deemed to be an effective oversight mechanism but scandals have shown the inadequacy of the latter. However, with the remarkable progress in the internal audit profession and the recent mandatory requirements. Nowadays, internal audit has become one of the backbones branches of corporate governance and essence to equilibrate the power between all the parties. In economics, we see the firm as a receptacle of contractual relations, where corporate governance is the system that controls and manages these relations in a systematized or uncorroborated manner with a view to continuous development and sustainability. Traditionally, corporate governance was for managing the relationship between the corporate owners, which are the shareholders, and the risk owner, which are the managers. However, not very far ago, we have seen a change in the formula where the stock market is not the preserve of few majority shareholders or financial institutions anymore. Minority stockholders commence to emerge and they started to verbalize for the abuse of the stoke market whales and financial institutions and we could take a lesson from the GameStop collision. Nevertheless, as we General introduction 3 stated earlier the capitalist system is a chain, and the corporate governance is indistinguishable from the latter since the ignorance of one part from the minority of the shareholders, suppliers to the customers will lead certainly to the collapse of the system. In nutshell, the corporate governance system is a process and procedure in which it guarantees the distribution of the right and responsibilities between all the stakeholders and participants in the organization so it could be prevised as an arrangement for risk protection and decision-making. Where else, internal audit is an objective and independent activity that provide the organization and its stakeholders an assurance and clear view on the efficiency and effectiveness, and on the other hand advise to develop and create value in three areas internal control, risk management, and corporate governance in all organizational level from the operational to the strategic level. The internal audit could enhance the corporate governance by providing the stakeholders with a clear vision and independent vision on the risk management process, the efficiency of the internal control, and contribute to reducing the information asymmetry between all the stakeholders. Enhancing the system of risk management to resolve the problem of risk-averse. Moreover, it plays the role of internal control system catalyzer to moderate the individual opportunism aiming for better corporate governance to materialize sustainable development. In the context of our country, over the history of Algeria, we have multiple mutations from the dominant socialist nature of management to corporate autonomy. During this, we have seen wide dissemination of fraud and bankruptcy phenomena. Which led the regulators to enact new laws, instructions to strengthen the internal control and audit. Nevertheless, for more than two decades, Algeria has been struggling with a painful transition process that is still far from being completed. The value of the main governance indicators attributed to it by international institutions. However, we have recognized in the last decade multiple government actions regarding corporate governance with the intention of promoting corporate transparency, particularly in the financial reporting, and the value creation process. In recent years, these companies are compelled not only to appoint an internal audit function but also to expand its role, especially in the area of corporate governance, considering that this relationship between audit and internal is of considerable significance to Algerian companies. Despite that, we also noticed that multiple research has been interested in this area of governance and audit. On the other hand, the past, the contemporary occurrence that happened and happening the business world inspire us, led us to enquire about corporate governance and internal audit, and General introduction 4 analyses the interdependence of the letters and the significant addition put internal audit into service of corporate. All these reasons have given us an objective to answer our question and analyze the internal audit practices and corporate governance within the Algeria environment. Our subject is outlined as follows: «The impact of internal audit practices on the corporate governance in center of Algeria public companies ». There are accumulating shreds of evidence shown that substandard and adequate governance systems are a manifest impediment to the development of many countries, notably in Africa. In other terms, good economic performance is the result of good economic governance. In Algeria, The Pandemonium of the social and the economic situation that is assessed based on objective criteria could explain the corporate governance. To lessen the expected repercussion and abate the economics miscarriage we need at first, to establish an efficient corporate governance system. and the formula to that is by the inauguration efficient internal audit practices, which would be a mechanism that helps strengthen corporate governance its transparency and overall from participates in the proper functioning of the company to the development of the country economics’. Our the other hand and form subjective-objective this aspect of business and economics’ has fascinated us to dive into it in a meticulous manner aiming to acquire the needed clarification to answer our numerous question and the multiple interactions of the elements in this world their cause, consequence and magnitude over each other, Therefore, we have chosen the framework of our thesis to explain the relationship between the internal audit and the corporate governance system, and to attempt to respond to the following problematic: « How could the internal audit activity be conducive to the enhancement of the corporate governance of Algeria’s companies? » From this central problematic question, stem multiple secondary questions. They are in the following: 1. Could the internal audit activity reduce the information asymmetry between all the stakeholders of the company? General introduction 5 2. Does the internal audit activity have an influence in moderating the risk-averse among the risk owners? 3. Does the internal audit activity help to protect the stakeholders within and outside the company? In order to provide an appropriate response to these questions we submit the following hypothesis: 1. The internal audit could be relied upon as a prime instrument in risk management to improve corporate governance 2. The internal audit activity could mitigate the problem of the information asymmetry between stakeholders 3. there is a positive correlation between the internal audit efficiency and the protection of the rights of the stakeholders To achieve the aims of our study we employed a descriptive and analytical approach. Firstly, we aim to describe the concept of corporate governance and internal audit then we will analyze the contribution of the internal audit activity on corporate governance, which we will analyze the correlation of the two main variables. Moreover, to perceive a better understanding of the two phenomena we begin with a literature review to clarify the ambiguity of the two concept-using books, articles, etc., and establish a theoretical relation and hypothesis. Then to confirm our assumptions we conduct an empirical study and do not limit the study to theoretical acceptance. To conduct our study we have a population that has relation with the internal audit e.g. ex-auditors, inspectors, administrators, etc. by conducting an audit, control, or inspection mission, which qualify them to acquire respectable Knowledge about internal audit and governance. The data was collected using a self-completion questionnaire in form of a Likert scale. After the data collection, we analyze it using a descriptive statistic, which could give us preliminary explication about the study result. In addition, after using a statistical test (T-test) we could confirm or denies our hypothesis and provide an adequate response to the problem. Provides an appropriate resolution to our problem, we have designed our study and segmented it into three chapters, as follows: We dedicated the first chapter literature review of corporate governance where we examine the evolution of the term “governance” overages and in multiple cultures then we attempt to scrutinize General introduction 6 rearrangement of the firm from the entrepreneurial to multinational. and the associated theories of the firm across these passages with that attempt to give an explanation of what is the inducement that facilitates this transfiguration with regard to the economic and social reality, and finally to arrive at the adequate definition of the corporate governance. Then we proceed to provide a presentation of the different approaches of paradigms of efficiency in corporate governance, their interaction, dissimilarity, and the reasoning behind each of these approaches. Finally, we highlight the globally recognized mechanisms of corporate governance on two levels of inside and outside we present their interaction and their role attain a favorable system of corporate governance. The second chapter focuses on the theoretical approach to internal auditing. With the purpose of shedding light on this phenomenon by presenting at first its history, its various definitions, its main activities, and the international standards regulating it. We then discuss the different types of internal auditing to get a more in-depth idea. Then, we present the audit mission and how it is conducted, it is well understood that any audit mission passes through three principal phases "preparation, analysis, and conclusion". Then, demonstrate the main auditing tools as these tools are considered to help the auditor to accomplish his mission. Finally, we analyze the relationship that exists between internal audit and corporate governance in four different aspects. The last chapter will our case study, we attempt to study and analyze from the point of view of professionals. We start presenting the organization its main activities and their corporate governance and audit. We present the choice of our methodology in depth. Moreover, the last section will be based on the completion and analysis of the Likert questionnaire that was addressed to a set of administrators in the center of the latter organization, which they are with continuous interaction with internal audit. After the data was collected, we employed multiple statistical tools to analyze and explain the perception of the respondent on the subject and the reality of the internal audit and governance within the company. Then we conduct some statistical tests to validate or reject our hypothesis Chapter One: Corporate Governance Literature Review Chapter One: Corporate governance literature review 8 Introduction Chapter one Corporate governance, as a subject has been barely discussed before the nineteenth century, but now the situation has changed significantly and has become a universally cited topic to debate between different researchers whenever business and economics are present, which gives rise to multiple academic research and degree, conferences, speeches, and countless of articles. The ascending significance and importance of this subject was not surprising and became a result rather than coincidence, on one hand, due to a series of corporate meltdowns and scandals that grew out of managerial fraud, maladministration, and negligence leading to a massive loss of the shareholder's fortune. And in the other one because of the intensifying pressure and the dissatisfaction of the shareowners and the public, An interrogation began to emerge and became an issue that places a heavy burden on the firm's owners (stockholder), who is responsible for providing the appropriate protection and preservation for the shareholder and their investments. Since the history of corporate governance and the top management practices has been arguably understandable and rises multiple concerns of ethics and disclosure in the community. The literature review will set the ground, gives us a general insight and clearer vision of corporate governance, and observe the evolution and the history of the subject of matter. First, we propose to trace the evolution of the subject. Concepts and principles, actors, nevertheless the historical revolution of the topic Then we present the main approaches and standpoint of corporate governance with the different theory that was derived from each approach. Lastly, we have examined the external and internal mechanisms of corporate governance. Chapter One: Corporate governance literature review 9 Section One: Generalities and History of the Corporate Governance 1. The historical evolution of the governance concept: Corporate Governance as a concept has multiple interpretations depending on the context, it seems appropriate to start with setting out the general concept of governance from a historical and multidimensional level. Hence, the concept of “governance” has been controversial in the economic world as well as for the political classes. The first attempt to analyze the subject was in early classic political science and motioned as “governability” (Michel Foucault), as a concept formed on two principle right and order, with the end of the cold war the last-mentioned has been alternated by the concept of governance. Contemporarily, the notion has been frequently studied since the problems of coordination between actors are found at the levels of the State, the city, the company, and the world. There is now talk of local governance, urban governance, corporate governance, employment governance, global governance, multi-level governance. This ambiguity of the term makes it challenging to conduct a unique and stable definition of governance. An etymological diversion of the term. This will lead us to set the general framework for the inclusion of governance definitions. The concept of governance is a longestablish one, and the term governance has been derived from the Latin "gubernare" and the Greek "kubernân" which means, "to pilot a ship"1. Therefore, it is the art and the procedure of governing within an environment characterized by the plurality of actors (firms, state, associations…) all one of them held the decision-making authority. The action of governing also supposes that we question the direction in which we want to "direct the ship", hence a reflection on the end goal of the action. “Gubernator” refers to the person who is holding the ruder of the warship; his role was neither to row nor to command the rowers or the combination of the two. His role was to monitor the vessel's trajectory. As result, the first definition of the word governance was surveillance and monitoring (John O’Grady)2, however, governance is not just a matter of decision-making for guidance, now governance tackles the issue of the mechanism needed to negotiate the different interests of the society. 1 Maugeri (S), « Gouvernance (s) ». Edition Dunod, Paris, 2014, .PP.13. O'GRADY {J], « Recent Corporate Failures - Key Lessons from the Private Sector ». Conference on Corporate Governance in the Public Sector, Canberra, 13 August 2002. 2 Chapter One: Corporate governance literature review 10 To grasp a better understanding of the term in the current time, it is essential to observe the different interpretation perceived from this word over the centuries, thus we have: 1.1. The Medieval governance: In the 13th century in France, The terms governance, govern and government appeared to be semantically indistinguishable, these notions meant "the action of piloting something". Nevertheless, those terms have been easily recognized since political science in Frenchspeaking centuries was developed and pioneering in this field and with good governance prescribed by an international organization (United Nations UN, International Monetary Fund IMF, World Bank). Unlike other Europeans, countries at the time have not created an equivalent of the word governance (Italia, German, Netherlands, and Swede…) those countries formalize the English term. 1.2. The governance in the middle ages: Jaen Pierre Gaudin3, a French specialist in public politics, has defined the three ages of the evolution of the term governance (the first one cited above). He then associates the second one to the age of enlightenment, as the conceptual cogitation on the power, which this phenomenon has generated gradually, led philosophers to differentiate the notion of government vis-à-vis the notion of governance. Based on Machiavelli's reflections on the State and Jean Badin’s ideas on “absolute sovereignty”, the concept of a State monopoly exercising power over a population circumscribed to a given territory. In this perspective, the notion of government is associated with the idea of state-centered and hierarchical power; In the meanwhile, the process of defining governance is more chaotic. The notion is associated with "mutual adjustments between economic and social interests"; it is equally used in French political philosophy debates to advocate a transformation of the Ancient Regime. So the government was perceived as the absolute monarchy, whereas governance appeared as an alternative mechanism imposing a balance between the royal and the parliamentary power. Minorities used these expressions and the term governance was a subject of disuse during the 19th we can see at this moment not only the reasons for the distinction between the notion of government and governance and the ambiguity surrounding the notion of governance. 3 GAUDIN, (J.). « Pourquoi la gouvernance ? », Presses de Sciences Po. (2002), PP 27-28 Chapter One: Corporate governance literature review 11 1.3. Modern governance: According to this conception of governance, it is more associated with the management rather than authority, and with the migration of the term into the Anglo-Saxon world, the United States to be particular. Thus, influenced by the American pragmatism and principles, the notion of governance will take a place in the methodological analysis of public politics, management, and even sociology, so this age corresponds to the return of the notion in the course of the 20th with various innovative applications all of which draw inspiration from economics.4 1.4. Governance, a concept that draws on economics theory: In the XX ͤ ͫ ͤ century, the re-emergence of the idea of governance initially appeared in the economic field of the United States with the publication of an article by Ronald Coase5, according to him, governance designates the internal coordination methods that reduce the transaction costs that occurs when using the market apparatus, this theory was subsequently adopted by neo-institutionalist economists’. By the end of the 1970s, Oliver E. Williamson, with his theories address the possibility of organizing and/or structuring firms employing hierarchical models enhancing efficiency, furthermore, in the same context with his theories he calls into question the Fordist production modalities as less efficient. The notion of governance, therefore, draws inspiration from the American economists’ vision, according to which that economic coordination is essential for a firm to establish conventions, norms, and immediate agreement. According to this perspective, the state is a secondary entity, exciting exclusively to ensure the self-regulation of the market, from this perception; the political institutions only serve the purpose of guarantee the liberation of the economic force and compliance with the regulation of concurrency. The evolution of the notion of economics theories has contributed to the development of the governance notion. This evolution of the term and with the emergence of many financial scandals, macro, and microeconomic filatures cause by the misdirection of the firms and the market in general in the 1970s. 4 5 GAUDIN, (J), (2002), « Pourquoi la gouvernance ? », Ibid. PP.30 COASE, (R), “the nature of the firm”, Economica, New series, Vol. 4, N° 16, 1937. PP.386-390 Chapter One: Corporate governance literature review 12 The term has shown large adaptability between scholars and economists in the context of “corporate governance” to mention R. COASE and O.E. Williamson. The latter gives a general definition of “corporate governance”, as a set of coordination and surveillance mechanisms regulating the internal organization of the firm to achieve maximum efficiency. 2. The genesis of the corporate governance conceptual framework and firm theories The rising interest in the firm among economists since the 1970s is the result of a twofold transition. On one hand, the neo-classical theory and its conception of the firm have been gradually brought into question in an attempt to promote a more realistic model, on the other hand, innumerable transformations have destabilized the Fordist firm. For the neo-classical theory, an approach associated with traditional microeconomics, they consider well-functioning economics system as self-regulating, without any guidance of central control or survey, as all the human activity are adjusted and fitted into a system of mutual interaction, since the economic system is co-ordinated by the price mechanism and society becomes an organism rather than an organization.6 According to this perspective, the firm was considered and seen exclusively from a technological standpoint; it was treated as a production function or “Black Box”, the only reason for excitement is to transfer input to be adjusted to generate a set of outputs corresponding to a maximal level of profits or some other measure of owner utility. The inputs are controlled by the firm assuming the resource will be used in a maximum efficiency without looking inside the firm as an organization or outside the firm regarding the firm relations with other economic actors. By this assumption, the firm is Managed and directed by a perfectly rational owner how chooses the levels of inputs and outputs. COASE. R, with his article entitled “The nature of the firm” in 1937 he is the founder of what so-called the modern theory of the firm. Thus, COASE tackles the reason for the existence of the firm when the price system is supposed to achieve an optimal allocation of resources, why do we have these “islands of conscious power”7; what is the nature of the firm? COASE answers: if the firm does exist, that is because there is a “transaction cost” when adopting the ROBERTSON., (D), “Control of Industry”, PP. 85, and by Professor Arnold (P), “ Trends in Business Administration”,Economia,02/1932 7 COASE, (R). 1937, op cite, PP. 385-391 6 Chapter One: Corporate governance literature review 13 market mechanism; thereby, the “authority”, represented by the entrepreneur-coordinator, determines the allocation of resources within the firm. Our objective is to examine, in the framework of theoretical approaches, the empirical transformation, which the firm have witnessed, particularly the major ones: the emergence of the corporate system, internationalization, and the modification of ownership and power dynamics with the rise of "corporate governance”... sofas 2.1. The emergence of the entrepreneurial firm: For A.A. Berles and G.C. Means8, the typical business unite by the 19th century was own and directed by an individual “entrepreneur” or a few collaborate was directed by them or their appointees; and the limitation of the size is the personal wealth of the individuals in supervision. North, explain this transition with the capitalist economic system was a headway from his counterpart, the latter was founded on the private ownership of the instruments of production and their exploitation for profit. The central characteristics of capitalism are capital accumulation, competitive markets, a price system, private property, and the recognition of property rights based on private ownership of the means of production and their exploitation for profit. This was achieved through the legal efforts of the advocates of the new socio-economic system, which generate a series of lows such as the Bubble Act (1720) in England and the American legislation from the General Incorporation of New York (1811).9 The propriety right does not refer to the relationship between the men and the things but it refers to the right of men to use the resource or the propriety. Therefore, it is the behavior and the standers of any individual should observe when interacting with other persons, so in other words it the person's right of allocating limited resources with regard to the economics and social arrangement. Often this is associated with hypothesis the empowerment of the exclusive authority to an individual to determine the use of the goods regards as his propriety right. in another word, the owner, has a legitimate right of making the choice, unrestricted right of using specified good 8 BERLES, (A) and MEANS, (C). « The Modern Corporation and Private Property », McMillan, 1932, PP. 02 KANDI (A) « l’audit et le control interne comme un outil de dynamisation de la gouvernance d’entreprise dans un contexte algérien », thèse doctorat en science commercial, EHEC Alger, 2017-2018, PP.6061 9 Chapter One: Corporate governance literature review 14 e.g.: the firm, which was considered at the time a specified good with the eligibility of transferring propriety right between owner within a market regulated by the price mechanism. With this have been said, it opens a tremendous variety of mutual sharing arrangements partnership, corporation, employee and employer relationship…. Along with this at that time, the contemporary environmental circumstances which were characterized by negligible competitiveness, stableness and where information is available and cost-effective, the manager of this firm was responsible for organizing, set objectives, and surveillance through the examination of the result vis-à-vis the desired. Alongside, he is the founder and the proprietor of the business, directly or because he is a member of the founding family, hence, the entrepreneur-co-ordinator is a one-man-band orchestrating the firm's activities. In addition, as a counterpart for his effort, he had the right to claim and receive the residual claimant-monitor of the team. Therefore, according to Alchian and Demsetz, they consider the monitor or the manager as the “residual claimant”10. He had the right to sell this residual claimant alongside the ownership of the firm, and to observe the inputs, to be the center of all the contracts circulating inside the firm he can modify it or terminate it. Correspondingly, as he the residual creditor his compensation which could be relative to the profit, correlates to what is left when recompenses all the expenditures. The reason for earning such premium remuneration has generally been, as claimed by knight11, that the owner-entrepreneur assumes the risk inherent in the economic activity, which may lead to profits but also losses. This firm structure, which is similar to the typical SME (small and medium-sized enterprise), has been universally recognized as the ideal framework by the neo-classical economist. Because this form of the firm characterized by: Increasing and enhancing productivity through team-oriented production The monitor is considered as a specialized person and had the inactive to perform his mission efficiently and optimally as possible. Which could be considered as a risk and reward ratio. 10 ALCHIAN, (A), DEMSETZ, (H). « Production, Information Costs, and Economic Organization », American Economic Review, December, (1972), PP.783 11 KNIGHT (H), « risk, uncertainty and profit », Boston, Ma: Hart, Schaffer & Marx; Houghton Mifflin Co, (1921), PP.264 Chapter One: Corporate governance literature review 15 According to Alchain (A) in 1965, he gave the three classes of the propriety right and gave the crucial difference between the private property right and the public property right. We assume that public property right gives in his definition and interpretation is associated and/or refers in our assumption to socialism theory as in the public property right or ownership is borne with all member of the public and no can dispossess the ownership. Since the ownership of public property is not discretionary, it is mandatory considering that you are a member of the public. Another (important difference in these two forms of ownership is the concentration of the reward and cost or the penalty reward system. Alchain resembles and suggests that the main difference between any forms of property right is the level of the concentration of the letter system, which means simply that every individual is responsible for his activates since his wealth is more dependent upon his own activates. In public property, the concentration of penalty reward system is relatively very since the wealth of individuals is more dependent on other people's activity. this system could generate wealth and the total wealth gain would decrease since the members have less incentive to work hoping to collect wealth from other people’s activity where else in the private property the person's wealth depends on his own activates (knowledge, risk-bearing …..). For him, this form of property will promise to maximize the efficiency of the global economy. Therefore, as far as what has been said the emergence and the rise of this form of the firm could be argued with the authority exercised by the employer within the firm over employees the employer's authority to command offers two main advantages. On the one hand, it allows the employer to resolve disagreements and conflicts more rapidly and cost-effectively, and on the other hand, it allows the employer to direct the employee's work for maximum efficiency. At the end of the 19th century, business growth, environmental transformation, and technological advancement have brought about important changes in the organization and management with the establishment of new rules and regulations, as a result, production organizations had to be optimally re-subtracted to enhance profitability and to meet technological development. The orthodoxy of the position of the owner-entrepreneur is been in question since this development of the capitalist industry and the complexity of the labor market. Firms are obliged to implement different techniques of production such as mass-production as a purpose to reduce Chapter One: Corporate governance literature review 16 cost and get the maximum workforce to yield the business potential and differentiate themselves from competitors. The growth in firm’s size in response to business development had brought into being two problems, which are: The financial constraints: that faced the entrepreneurs with a relatively limited financial resource (wealth), to invest in new production infrastructure (human force and equipment), to keep up with the tremendous industrial growth. The management constraints: as was said earlier, the firm size was correlated with the industry growth and had seen significant growth; the owner-manager is no longer able to manage the firm alone. He was gradually obliged to recruit qualified individuals to whom he will delegate his authority to manage personnel; the contracted professional managers are responsible for the management of the firm. In the same framework, A.A. BERLES and G.C. MEANS12 studied these phenomena in 1929 in the United States of America. Examining the composition of the capital and the ownership of the 200 largest American firms. These two authors indicated in their celebrated book “The Modern Corporation and Private Property”. That the increasing degree of independence between the management (managers) and ownership (shareholders) is, in their views, the source of the problem occurring to the shareholder, incapable of knowing neither the real state of the company nor the financial condition of the firm, Who is considered as widely diffused. In 1967, in “The New Industrial State”, J.K. GALBRAITH, According to him, it is more essential to preserve and protect the organization rather than capital, considering that becomes the core factor of the production, hence, it has substituted for the capitalist entrepreneur in the decision-making function, since the latter is no longer capable to perform, for technical reasons. He described a firm as a mature corporation when separating and/or removing the ownership from the control. Decision-making authority is and must be exercised by those who have access to the information needed to make a decision. The required information to do so is possessed by those 12 BERLES.(A),and MEANS,(C),1932,op cite, PP.03-04 Chapter One: Corporate governance literature review 17 whom we would call “techno- structure13”. Those letters have scientific knowledge and specialized techniques. He defined them as all those who bring special knowledge, talent, or experience to decision-making groups since in the modern industry there is numerous important decision and needs certain information witch one man cannot possess and consider them as the guiding intelligence, the brain of the company. 2.2. From the entrepreneurial firm to Managerial Firm: Following the crisis of 1929, according to BERLE and MEANS14, with the transformation of the capitalist industry in America, more broadly the separation between the shareholder (ownership) and manager (direction and control), arose the problem. Besides, remodelling the ownership function into a disciplinary, supported by the incentive and supervision systems (supposed to be performed by the shareholders) and the decision-making function (supposed to be the managers’ prerogative). Initially, this form of organization appeared in the early days of the last century following the emergence of a large public corporation with a widespread shareholder base, called the managerial firm, where the manager did not possess substantial capital share. This separation would have resulted from a deficiency in the performance of the firm and disruption in shareholders’ value considering the suit of failure of the disciplinary system who is responsible to control the top management act. Those functions were usually held by a signal entrepreneur, who would assume the risk and held the position of “residual claimant”, and since those two functions were separated and held by deferent individuals, according to BERLE and MEANS 15, the shareholder value maximization should not be maintained as the ultimate objective of the firm. The diffused shareholders of the giant corporation, have neutralized the active aspect of the ownership, which is the control, and exclusively perform the passive aspect (risk assumption). In this case, those shareholders would lose their eligibility of being the only residual claimants, since, the private right to possess or acquire this status is held by actors who are actively perfuming the entrepreneurial function. 13 GALBRAITH, (J), : « Le Nouvel Etat Industriel », éditons Gallimard Paris, 2ème Edition, 1974, PP.161 BERLE, (A) and MEANS (C), Op cit. PP.69-70;119 15 Ibid., PP.09 14 Chapter One: Corporate governance literature review 18 Initially, for J.K Galbraith 16 the separation between ownership and control will result in a conflict of interest and will lead to intensifying the power and the authority of the manager and constrain shareholder ability to control. In addition, second place will result in a conflict between the manager and all agents who are affected by the firm’s action (the stakeholder). However, that’s would have led to reinforcing the stock market regulations in the United States resulting in the creation of the Securities and Exchange Commission (SEC), responsible for protecting financial investors. Therefore, the managerial firm becomes an area of contention of value creation and the allocation of the latter between different stakeholders, who have divergent interests, in that order, the issue is how to unify different interests and achieve mutual agreement. The governance at the time was a matter of “regulation” approaching the perspective of supervising the managerial behavior of the agents and determining the rules of the game for managers. Whether we are dealing with the relationship of political leader and public or between manager and owner, according to lawyers and scientists the problem remains the same for the governance, which is the separation of power, hence the rule of the game is exclusively established to protect the financial wealth but furthermore underlying right. Which have explained the emergence of national corporate governance systems (NSCG). 2.3. The transaction cost theory: “the firm as a governance structure” In 1937, Coase with his article affirmed the presence of market utilization costs that explain the emergence of the firm. Williamson17 will further analyze this issue using the concept of transaction cost, following with his question: what is the organization form that reduces this cost?. The two assumptions of his theory are bounded rationality and opportunism, the first means that agents have limited ability to predict future events, as a major consequence is an impossibility for individuals to conclude what so-called complete contracts. Where they identify the entire possible outcome and leave no room for chance and surprise, and they identify ex-ante the appropriate arrangements for future states, must establish monitoring and control systems during the contract and ex-post. In such a situation of uncertainty, the 16 GALBRAITH, (J),1974, op cite, PP .81-93 WILLIAMSON, (O):”Transaction-cost economics: The governance of contractual relations”. Journal of Law and Economics, (1979), PP 22, 233–261. 17 Chapter One: Corporate governance literature review 19 contractors are submitted to act opportunistically. Coupled with the limited rationality this will to false promises, manipulation, and distortion of the information possessed by each party. Williamson distinguishes two types of opportunism, ex-ante opportunism, and ex-post opportunism. The first one occurs before the establishment of the contract, where the second one after. The specificity of assets is for Williamson the essential feature of the transaction: an asset is specific when its value in alternative uses is lower than in its present use. Moreover, he distinguishes five types of the latter: human, localized, physical, intangible, and dedicated assets. The expenses incurred in engaging such assets are "sunk" because they are not, or only slightly, re-deployable to other applications. Actors may engage in opportunistic postcontractual behavior by practicing a "hold-up”. Since substituting, one contractor for another is costly. Finally, the level of transaction costs is determined by the combination of bounded rationality, opportunism, and specificity asset. Therefore, the governance structure is used to reduce the transaction cost. Williamson suggests three governance structures: market, the hierarchy (the firm), and the hybrid form (long-term contracts). When transaction costs rise, the transaction must perform through the market, internalization to the firm occur when the market is inefficient. 2.4. The firm as nexus of contracts: The origin of the theory that considers the firm as a “nexus of contracts” can be traced back to a 1972 article titled “Production, Information Costs, and Economic organization” by A. ALCHIAN and H. DEMSETZ18. Then in 1976 in “the theory of the Firm: Managerial Behaviour, Agency Costs, and Ownership structure” by M. JENSEN and W. MECKLING19 set the conception and theoretical background, since for them, the contractual relations are the essential part for the firm, and those contracts are not with the relation employee-employer, but with suppliers, clients, financial institution…. So the firm is considered to be 18 ALCHIAN, (A) and DEMSETZ, (H). (1972), op cite, PP. 777-795. JENSEN, (M), and MECKLING, (W). « Theory of the Firm: Managerial Behaviour, Agency Cost, and Ownership Structure », Journal of Financial Economics, N° 3, 1976, PP. 305-360. 19 Chapter One: Corporate governance literature review 20 Figure N° I-1: the firm as nexus of contract Source: Contractual Perspective on Succession in Family Firms (inspired by Ståhl (1976)) An artificial structure that has a special feature as being considered as an individual by the legal system “legal fiction”. From this perspective, the firm is a host that incorporates all the bilateral contracts concluded and establish within the firm and with the suppliers, employees, and manager, investors, and clients, as a legal entity, so its functions as a legal container for all the contracts. For the proponents of this conception of the firm, the differences between the firm and the market structure are that the latter is extremely delicate and inefficient under such conditions. (Illustrated in figure 2) In the market, every individual had to negotiate and establish contracts with all other agents in the market, where else in the firm, a centralized agent, assembling all other parties and engaging with each one of them. So the firm was established to reduce the number of bilateral contracts to organize economic activities. (Illustrated in the figure below) Chapter One: Corporate governance literature review 21 Figure N° I-2: the differences between the firm and the market contractual structure Source: the economics of the firm (l’economie de la firm) PP.09 These economics particularities of the bilateral contracts had enabled us to recognize the frim as a subject of studies explore the black box, and all these contracts are settled in the context of an agency relationship, this relation emerges any time an individual (called the principal) set an arrangement with another person ( agent ) to perform a function for mutual interest. In nutshell, the contractual approach gives rise to the construction and the establishment of an alternative organization of the market “the firm” and bring into being types of relationship resulted from this contractual organization “the agency relations”. 2.5. The theory of incomplete contract: The firm as a “collection of non-human assets” Since the assumption at the time was considered the firm as, nexus of contracts this approach come to an existence which is the theory of incomplete contracts with the work of O. Hart et J. Moore, who discussed the problem of the “hold-up”. In TCI, the assumption is the information between agents is supposed to be symmetrical since this is not the inadequacy in formulating contracts. On the contrarily to the TTC when the constrain is the limits of the rationality of the agent. In the TTC the only contains formulating a contract is the incapability of verifying the “ex-post” by a third party the actual state of certain central variables in the interaction between the agents e.g.: an investment in complex technology. According to this theory, in a world where the contracts are incomplete and the transaction cost excites, the ownership of non-human resources is crucial as it provides to the owner the residual “ex-post” right of control over these assets. This gives him the right of using the resource in such a manner that does not contradict the initial contracts, which means the property right is acting as an authoritative source when the contract is incomplete. So furthermore in this approach, the firm is not an organization, instead, it is a container of contact Chapter One: Corporate governance literature review 22 between the owner and the non-human assets owned by him, employees may contract with the firm but they are not part of the firm. The Theory of incomplete contracts highlighted how the ownership of the resource and fund affect the behaviors of agents towered the inactive of investments; it is for this purpose the latter is sometimes referred to as the modern theory of the property right. About the "old" theory of the property right in the 1960s, as represented by ALCHIAN and DEMSETZ. 2.6. The agency relationship The firm’s nature is defined as Contractual relations, a contract concludes between deferent actors with employees, suppliers, customers, and creditors, etc. and since we examined multiple theory that viewed the firm as nexus for a set of contracting relationships among individuals to cite the theory of transaction cost (TTC) assume that’s the individuals have limited rationality and opportunism. Likewise, on the other hand, the theory of incomplete contracts (TIC) assumes the information between agents is symmetrical and the agents are unable of concluding a contract since the “ex-post” is undetectable. Those assumptions will raise the issue of the validity of the relationship between agents and the credibility of the contract that was concluded. and to be particular the relationship between the principal and the agent, the agency theory deals with this relation, since many auteurs have studied the relation more broadly and explain the consequences and the significance of such relationships on the firm business and economy in general. For knight (1921), he explains that the solution to agency problems lies in the selection of good leaders for management activities. Although the foundations of agency theory were formulated in the 1930s by BERLE and MEANS (1932), n their investigations, examine the consequences of the separation of ownership and decision-making functions on the performance of managerial firms. W. MECKLING and M. JENSEN20 define the agency relationship which includes two parties the principal(s) engage another person (the agent) to perform a service for their interest which means that the agent is delegated with the decision making authority. If the assumption that the agent is an opportunist and his more informed than the principal were true than the agent will not perform to maximize and attain the best interest of the principal. 20 JENSEN, (M) and MECKLING, (H), 1976, op cite. PP.308-309 Chapter One: Corporate governance literature review 23 2.6.1. The agency cost The principal can constrain misalignments with his interest by establishing appropriate incentive systems for the agent or by attempting the control and monitoring mechanism to constrain dishonest activity by the agent. Also, in some cases, it would useful to pay a surety bond by the agent to set a guarantee that he would not takes certain action he would not harm the principal (e.g. building a reputation, showing solvency and faithfully….) Both the principal and the agent cannot ensure that the counterpart will not take certain action or decision that aligned the interest of both without cost, In the majority of the agency relation both the parties ( agent and principal) will afford the optimal monitoring and bonding cost and there will some divergence in the interest. Moreover, those divergences in interest will initiate some decision from the agent differentiate from the optimal decision who are in the favour of the principal, and, those decisions will generate a reduction in the principal welfare is also a cost of the agency relationship, and we can refer to the latter as the “residual loss” W. MECKLING and M. JENSEN define the agency cost as the sum of: The monitoring cost by the principal by the monitoring cost they refer to the cost and the effort by the principal to control the behavior of the agent The bonding cost by the agent The residual loss 2.6.2. The source of agency conflict The basic source of the problem that occurs between the shareholder and the manager can be sum up into four elements: The agent’s self–interest attitude (moral hazard) Division of ownership and control The information asymmetry Residual right of the decision held by the agent And for (lei 2007)21, he points out four possible sources of the agency's confits, namely moral hazard which represent the manager’s inactive to consume the firm’s private resources LEI, (C) : “revelation seen from the principal-agent theory to the reform of our management system of institutions”, journal of Chengdu university, N° 1,2007, PP.31 21 Chapter One: Corporate governance literature review 24 to augment their wealth and that could not be done with the use of the managerial authority. The earning retention is the case when the free cash flow will not be reinvested in the firm and paid as a dividend. The third one is time horizon, the shareholder prefers the long-run investment while the managers seek for the court term increase in value since their remuneration. Lastly, Managerial Risk Aversion, manager prefers to diversify to reduce the risk, this strategy may decrease the firm’s risk but also result in a significant loss in the shareholder wealth since diversification may reduce risk but generally may not increase the firm’s value. To note the agency cost emerges whenever a situation requires collaborative work by two people or more and it does not exclusively apply the principal-agent relationship, the agency cost is very crucial and it is related to the problem of shrinking and monitoring production which ALCHIAN and DEMSETZ (1972). Since the agency is very general, and the problem of inciting an "agent" to behave as if he maximizes the wealth of the "principal" is quite widespread. It is worth motioning that the problem exists in all forms of organization and all; collaborative works at every level of the firm management, in universities, mutual cooperatives, public authorities, and government offices. The governance system concentrates mainly on the normative dimensions of the agency relationship e.g. how to establish an incentive contractual relation that provides the agent with adequate motivation to take the action for maximizing the welfare of the principal given the fact information asymmetries and imperfect monitoring exists. (Assumption of summarised in the table below) Chapter One: Corporate governance literature review 25 Table N° I-1: an overview of the agency theory Key idea Principal-agent relationships should reflect the efficient organization of information and risk-bearing the cost Unit of analysis A contract between principal and agent. Human Self-interest; bounded rationality of agent, risk aversion. assumption Organizational Partial goal conflict among participants; efficiency as effectiveness assumption criterion; information asymmetry between principal and agent. Information Information as a purchasable commodity assumption Contracting Moral hazard and adverse selection; risk sharing. assumption Problem domain Relationships in which the principal and agent have partly differing goals and risk Source: Eisenhadt (1989:59) With this presentation of the corporate governance theories many definitions, policies and systems have been into the table by multiple governance international institutions and governments, since the agency relationship becomes a source of conflict and threatened the country’s wealth on the macroeconomics level, and many stakeholders in the micro-level. In the following, we will discuss the different definition of corporate governance the different definitions, system, and mechanisms the countries set to ameliorate the corporate governance system Chapter One: Corporate governance literature review 26 3. Definitions of the Concept of Corporate Governance: Since the concept of corporate governance had multiple definitions, we introduce some definition given by the international organization and some auteur in the field: The Organisation for Economic Co-operation and Development OECD22defines corporate governance as:” Procedures and processes according to which an organization is directed and controlled. The corporate governance structure specifies the distribution of rights and responsibilities among the different participants in the organization – such as the board, managers, shareholders and other stakeholders – and lays down the rules and procedures for decision-making.”23 Cadbury Committee report 24 of 1992 was established by the financial reporting council (FRC), London stock exchange (LSE), UK Accountancy profession define corporate governance as:” Corporate governance is the system by which companies are directed and controlled…”. They recognize that the board of directors responsible for the CG of their companies: “Boards of directors are responsible for the governance of their companies”. And the role of the shareholder is to establish an adequate control and monitoring system:” The shareholders’ role in governance is to appoint the directors and the auditors and to satisfy themselves that an appropriate governance structure….” Shleifer (A) and Vishny (W)25 in 1997, define the CG as “the way which suppliers of finance to corporation assure themselves of getting a return on their investments….” And for them, the corporate governance mechanisms are:” economic and legal institution that can be altered thought the political process….” Denis (K) and McConnell (J)26 base on the latter work define it:” as a set of mechanism both institutional and market based that induce the self-interest of the controller “so these authors have seen the governance as a different mechanism whether internal or external ones to safeguard the shareholder interest or the suppliers of the capital. 23 Organization for Economic Co-operation and Development (OCED) “principals of good corporate governance”,2015, PP.03-05 24 The Committee on the Financial Aspects of Corporate Governance “the financial aspect of corporate governance”, December 1992,UK 25 SHLEIFER (A) and VISHNY (W). : “Survey of corporate governance “. the journal of economics .Vol II. N° 2, PP.737-738 26 DENIS.(K), and MCCONNELL.(J): “International Corporate Governance” ,Shleifer The Journal of Financial and Quantitative Analysis , Mar., 2003, Vol. 38, No. 1 (Mar., 2003), PP.2 Chapter One: Corporate governance literature review 27 The Algerian Code of Corporate Governance (2009)27, define the corporate governance as managerial philosophy and a set of arrangement aimed to ensure the sustainability and a set of arrangement aimed to ensure the sustainability and competitiveness of the company through: the identification of the rights and duties of stakeholders The resulting sharing of prerogatives and responsibilities. 4. Corporate Governance Devices and Actors: 4.1. The board of directors: The Board of Directors can be seen as a representative shareholder and the CG responsible for the shareholder; develop the CG establishes and promotes business and organizational objectives, oversee the business affairs and integrity, work with the management to establish a long-term strategy, etc. The BOD has the full authority and independence to fulfill its responsibilities, alongside, BOD develops CG practices and it helps to fulfill one of its responsibilities, the latter are motioned in the CG code or guidelines. Since we represent the organization as a knot of explicit and implicit contracts, for Achain and Woodward (1988); Fama (1983)28, the board of directors serves to resolve the conflict that occurs due to this agency relation and harmonize the relation of interest between those group. The effectiveness of this harmonization between the interests can determine and support the survival of the organization. In theory, and for Shleifer and Vishny (1997)29, the role of the board members is supposed to make sure that the contractual agreement is respected are direct the organization in favor of the shareholder. So one of the main responsibilities of the BOD is to ensure the manager is acting responsibly and effectively and does anything possible the minimization the conflict of interest. Thus, it is understandable the state and public law corporation requires the affaire of the business to be directed under the supervision of the board of directors. Code Algerian de Governances “The Algerian Code of Corporate Governance” , edition 2009 , PP.17 BAYSINGER (D) , BUTLER (N) “Corporate Governance and the Board of Directors: Performance Effects of Changes in Board Composition”, The Journal of Law, Economics, and Organization”, Volume 1, Issue 1, SPRING 1985, PP.101 29 SHLEIFER, (A) and VISHNY, (W), op cite. PP.751-753 27 28 Chapter One: Corporate governance literature review 28 4.2. Corporate officers: management executives Since the shareholder’s control of corporations under corporate law is limited with the election of the board of directors and auditors, following the provision of corporate law, the directors, on the other hand, select the chief executive officer CEO (and some other corporate officer) and supervise their performance. The CEOs in return for their compensation have the authority and obligation to make and implement decisions in the ordinary course of the business concerning the disposition of the corporation assets e.g. sign documents, act in the corporation’s name, and be the only legal representative of the corporation. On the other hand, corporate officers by the force of the law should report the result of the corporation operations to the directors of the board or the shareholder representatives. Often, the CEO can delegate (in some cases are and often are required by their corporations’ policies to delegate) to other officers the authority to make and implement certain actions e.g. the chief financial officer (CFO), or the chief legal officer (CLO), etc. The CEO and the corporate officers elaborate and implement the strategic decision through the approval of the board of directors within the framework of the approved annual plans and budgets, and it reports to the board of directors on the results achieved in terms of the objectives that were defined.30 4.3. Audit Committee The first endorsement of the concept of the audit committee was in 1939 by the New York stock exchange (NYSE), and due to the great demand for corporate governance and corporate accountability, the U.S Securities and exchange commissions (SEC) in 1972 recommended that public companies should create audit committee. In 1977, the New York Stock Exchange required with the rule 10A-3 under the Securities Exchange Act of 1934 that all audit committee members should be independent directors (not been employed by the company or its affiliates within the past 5 years) and be a member of BOD31. Moreover, with The Sarbanes-Oxley Act of 2002 in the U.S the authority and the responsibilities of the meeting frequency is three times per year of the audit committee increased due to the major financial scandals. Code Algerian de Gouvernances: “The Algerian Code of Corporate Governance” , edition 2009 , PP.41 Securities Exchange Act of 1934, “Regulation of Securities Exchanges”. Website: https://www.nyse.com .(18/04/21) 30 31 Chapter One: Corporate governance literature review 29 The audit committee operates as a representative of the board of directors and from whom it receives its authority to perform its responsibilities of corporate governance. The latter provide the BOD with the necessary information, advice, and recommendations. In addition, for European Union Directive 2006/43/EC states32 the mission of the audit committee: Supervise the corporation internal control, internal audit, and risk management system Monitor the financial reporting and discloser Review the impedances of the external auditor and the effectiveness of the internal audit function Monitor the statutory audit of the annual and consolidated accounts 4.4. The Corporate Stakeholders: The stakeholders of certain corporations are those agents affected by the corporate actions such as the suppliers, creditors, customers, employees. Stakeholders have been defined by several authors, but the most commonly used definition is by Freeman (1984)33 as any group that can be affected by the accomplishment of the corporation objectives 4.4.1. Internal stakeholders:34 There are two main categories of the internal stakeholder within the corporation Employees: through their efforts, competencies, and involvement, they contribute to corporation activities and endeavor for an efficient company. They, therefore, expect the company to offer them appropriate remuneration, interesting working environments, and working conditions. Shareholders: they possess shares within the corporation so legally their own a proportion of the company, they provide the company with equity and financial liquidity; they may be individual shareholders or institutional investors. Shareholders expect the company to pay them dividends that meet their expectations 32 European Union Directives (2006). Guiding Articles issued by the European Commission (EC), applied across Europe through each country’s legislation. 33 FREEMAN, (R):” Strategic management: a stakeholder approach”. Massachusetts: Pitman, 1984, PP.46 34 BENN (S). ABARTT (R). O’Leary (B): “Defining and identifying stakeholders: Views from management and stakeholders”, S.Afr.J.Bus.Manage.2016, PP.2-5 Chapter One: Corporate governance literature review 30 4.4.2. External stakeholders: The company is in regular contact directly or indirectly with the economics agents outside its environment. Since it is located in the same geographical surroundings, each actor influences the company the company’s activities and each company’s action influence, other actors: Customers: whose expectations relate in particular to price, quality, the safety of goods and services, and delivery times. Suppliers: with their objectives, particularly in terms of price, sales volume, and the company's solvency. Financial institutions: provide the company with adequate financial liquidity to execute their activities and achieve certain goals and in return, the company pays reimbursement of the sums loaned as well as the amounts of interest. State and public corporation: regulate the market and interrelation between actors with low, policies, and Intervenes to the market when there is any deficiency in return expect the enterprise to pay taxes and social contributions. To note that here we present the primary stakeholder of the corporation since its survival depends on the interaction with them, the secondary stakeholders do not engage in transactions with the corporation and its survival does not depend on them. Chapter One: Corporate governance literature review 31 Section Two: The Two Approaches of the Paradigm of Efficiency Most micro theories focus on efficiency, inspired from an interpretation and on a particular view of economic Darwinism “the economic selection”35, which lead to creating a correlation between an inter-firm competition and CG system efficiency when we adopt the economics selection into the governance field only the systems that create well-established regulation and norms will create value. Thus, sustainability in the long term. As a result, the system observed is expected to be efficient. In the CG field, the efficiency of the first-degree would be guaranteed and the observed system would reach the optimum performance automatically, these assumptions are usually affiliated from the functionalist perspective. There are two approaches to the paradigm of efficiency: (1) the disciplinary approach and (2) the knowledge-based approach. Governance theory relating to the paradigm of efficiency is base are all founded, on a specific framework of value creation and allocation, allied with the theory of organization that is based on efficiency. Since the objective of any organization is perennity and the latter would be feasible through producing surplus with regard to the resources used and the participation of the various stakeholders. The perception of governance as a set of rules of the game for managers could be represented as value creation and allocation model.36 The disciplinary approach perceives the firm as a “nexus of contracts”, which means that the firm is a decision-making center that contains, negotiates, and manages all the contracts due to the inefficiency of the market. The ineffectiveness arises from the information asymmetry between economic actors and interest conflicts, which led to a loss in efficiency and not generating a maximum value, e.g. for certain, contacts the authoritarian management run by the order appears to be more efficient. So the firm excites because it is more efficient than the market in reducing the loss due to opportunism and information asymmetry. The contractual view of the firm may indicate a negative and restrictive view of the productive project, the source of efficiency is disciplinary; incentive and supervision are essential to avoid the loss of profit following the corporation. The concept of efficiency can be translated as Pareto efficiency criteria, which means a firm is inefficient when another excites WHITTA-JACOBSEN, (H); “Economic Darwinism.”, Theory and Decision 70, (2011), PP.385–398 CHARREAUX, (G). “Les Théories de La Gouvernance: De La Gouvernance Des Entreprises à La Gouvernance Des Systèmes Nationaux.”, 12/2004, PP.04 35 36 Chapter One: Corporate governance literature review 32 and generate more value for the stakeholder in the same environment. Then shareholders are free to enforce and implement their decision The information concept is confounded with that of knowledge, and it is a crucial part of the contractual theory since the organizational problems are rooted in information asymmetry. Knowledge-based" theories distinguish between the concepts of information and knowledge. For Fransman (1998)37, information refers to a set of data that can be acquired by any person where else the knowledge represents the individual interpretation of the given information base on their cognitive model then it can determine the meaning and the utility of the information. The contractual approach saw that the value creation occurs only from resolving the interest conflicts and the information asymmetry, then the knowledge-based approach has other interpretation bases on the acquisition of knowledge and innovation since the value creation does not always follow the disciplinary path. The dynamic and the adaptive approach replace the static sense of the Pareto and the productive efficiency, derived from Schumpeter, who emphasized innovation and the flexibility for creating sustainable value. So the differentiation between the two paradigms can be represented by an argument considered essential to the value creation process, rather than the difference between the “nexus of contracts” firm and the “productive entity” firm, which can be surpassed by maintaining a constitutional view of the relationship between contracts. 1. The disciplinary view of Corporate Governance The disciplinary perspective has a lot of variants based on the representation of nexus of contract and the process of the value creation but there are two major views the dominant one that is the shareholder and the second one that is the stakeholder's view. 1.1. The Shareholder model of the corporate governance The debate opened by Berle and Means concerning the large public corporation (the primary focus of the analysis if about the entrepreneurial firm opening its’ capital) ironically enough the outcome of this analysis is the financial model established in the analysis of Jensen FRANSMAN (M), “Information, Knowledge Vision and Theories of the Firm,” Industrial and Corporate Change, Volume 3, Issue 3, Oxford: Oxford University journal, 1998, PP.715–716. 37 Chapter One: Corporate governance literature review 33 and Meckling (1976)38. The latter focuses mainly on two objectives, the first one proposes a contractual demonstration of the firm and considers it as a team of productive impute the incentive view of the firm (Alchain and Demsetz 1972). The second one inspired by the theory of the property right and focus on the agency relationship, with regard to these theories the objective is to illustrate the capital structure of the firm. Jensen and Meckling consider the firm as nexus of contracts contacting the firm with the team of productive impute, their objective was to explain the capital structure with regard the agency theory, have led them to construct a model of two agency relationship; the first between manager and shareholders the second between the firm and the financial creditors. The first model, which gives the priority to analysis the relationship between the managerentrepreneur (the agent) opening his capital and the new shareholders (the principal) has led to the shareholder approach which still dominates in normative research and reflections. Traditionally derived from the legal approach39 of ownership that is premised on the notion the shareholders “own” the corporation as residual claimant since the shareholder's primacy notion in the American law appears to be less robustly. Alongside, the governance systems have been recognized as safeguard and receive the unique role of protecting and securing the financial investments according to Shleifer and Vishny (1997)40. Hence, the disciplinary prescriptive views the governance mechanisms as a means to force the managers “agent” to maximize the shareholders’ value. With dominating studies relating to the board of directors, the annual shareholders meeting, the executive’s compensation schemes, takeovers, and the accounting disclosure and regulation. The shareholders model is commonly derived from the regulative section of the agency theory (principal and agent) claiming that the shareholder is the only principle and the managers are the only agent, in addition, we can argue the shareholder objective to conform to the positive branch of the agency theory. In addition, to conform to the natural selection principle, for Jensen (2001)41 the organizational practices arose in endogenous to raise the chance of the survival of 38 JENSEN, (J), and MECKLING, (W): “Theory of the Firm: Managerial Behaviour, Agency Cost and Ownership Structure”, Journal of Financial Economics, 10/1976: PP. 305–360. 39 BLAIR (M) and STOUT. (A): “A Team Production Theory of Corporate Law”, Virginia Law Review, volume 85, n°: 02, 03/1999, PP. 247-328 40 SHLEIFER, (A), and VISHNY, (W): “A Survey of Corporate Governance”, Journal of Finance, 1997, 52: PP. 737–783. 41 JENSEN, (M): “Value Maximization, Stakeholder Theory, and the Corporate Objective Function”, European Financial Management, 7, No. 3, 2001, PP. 297–317. Chapter One: Corporate governance literature review 34 the firm that approved to use the latter. In addition, many attempts to justify this adoption as a source of advantage. The first argument formed by Williamson in 198442, includes the assumption that if the stakeholders (not the shareholder) are protected by their contracts. The distinctive features of the operation of the allocation of the financial capital, make the shareholder more vulnerable to the risk that occurs by the opportunistic action and they will assume the major part of residual loss and risk. Hence, the governance system is established by delegating the control to the shareholder as they bear the risk and in an attempt to protect their interest and reduce the risk of the transaction. Hansmann (1996)43 settled on the first agreement and added the requirement of preserving the control of the manager cost, since entrusting only the control to the shareholder the cost could be too elevated to recompense for the transaction cost. As such, the heterogeneity interest between the shareholders is required and it will lead to low cost by presuming a collective decision. So the shareholder objectives are based on two hypotheses: The shareholder wealth (investments) are the least protected against the manager opportunism The homogeneity between the shareholders exist ( the alignment of the shareholder's interest While the second hypotheses are denied and invalid since there is a conflict of interest occur between the majority and the minority of the shareholders Jensen and Meckling initiated the research in this perspective and enlarged by the analysis of Fama (1980)44, dedicated to the large public companies, the system of governance is constituted by “internal” mechanisms, applied by the stakeholders and legislator, and the “external” mechanisms are resulting from the natural operation of markets. The internal ones could be represented as e.g. the voting right of the shareholder, the board of directors, the internal audit, and the remuneration systems, etc. while the “external” mechanism is the market of managers and takeovers. All those mechanisms appear to be capable of resolving the agency cost occurring due to the conflicts of interest between management and shareholders. Other WILLIAMSON, (O), “Corporate Governance”, Yale Law Journal, 93, 1984, PP. 1197–1230. HANSMANN, (H): “the Ownership of Enterprise”, Cambridge, MA: The Belk nap Press of Harvard University Press. 1996, PP.20 44 FAMA, (E): “Agency Problems and the Theory of the Firm”, Journal of Political Economy, 88, No. 2, 1980, PP. 288–307. 42 43 Chapter One: Corporate governance literature review 35 mechanisms such as the bonding insurance (contractual guarantees), rules of the bankruptcy procedure, the information market, and other informal mechanisms e.g. reputation, could overcome the conflict of interest. Those different mechanisms do not have necessarily the same significance, the type of the organization determines the value and the necessity of each and differentiates between them, for Fama, the large public corporation. The desirable mechanism to use is the market of managers (the manager essay to maximize the shareholder value to improve their reputation in the market), the latter is enhanced by internal mechanisms such as hierarchy, mutual monitoring between the management team members, and the board of directors. The latter has a disciplinary mission, either by incentive by relating the remuneration of managers to shareholders value, or by sanction through managers discharging or controlling performance. E.g. the audit committee to be efficient the BOD include inside director to informational purpose and outside directors, which their independence’s guarantee by the market. The value damage, depending on the nature of the conflict (manager with shareholder or the firm and the financial creditor) can be rooted in various reasons (underinvestment, “private benefits” arising from allocating some of the organizational rent into their welfare in form of assets and additional remuneration). Certain models suggest that managers implement entrenchment strategies according to Shleifer and Vishny (1989)45, the latter with those strategies would be a guarantee that could not be dismissed (by avoiding the problem of losing human capital and continue appropriate rents) which make his replacement expensive for the shareholders. As well as preferring to invest in individualistic projects or projects with limited discloser. In the first case, the probability depends on the presence of the manager as the leader of the corporation, in the second case; it would be more challenging for the shareholders to evaluate the opportunity of replacing the manager, consequently, less pressure for the managers. The managerial defensive behavior and the rent-seeking strategies do not contradict the paradigm of efficiency. Since entrenchment increases agency costs. As result, the governance system should maintain to reduce the negative consequence of these strategies. The first approach focus on the financial investors and the creation of the shareholder value depends upon the discipline of the managers. The financial model empowers the principle SHLEIFER, (A), and VISHNY,(W): “Management Entrenchment: The Case of Manager- Specific Investments”, Journal of Financial Economics, 25, No. 2,1989, PP. 123–139. 45 Chapter One: Corporate governance literature review 36 foundation for numerous debates on the executives and directors compensations their role and composition (outsiders or insiders) and form (single or two-tier), the disciplinary role of the takeover, the proficiency of the financial market, the minority of the shareholder rights. This model has been inspired directly by the Anglo-Saxon large corporation have significant development, contingent upon the concentration of the equity in the non-AngloSaxon countries' substantial dispossession of the minority of the shareholders right by the major ones, when privatizations took place in the countries of the former Eastern bloc. Initially, the focus was on the manager but the attention has been shifted to the dominant shareholders who would benefit from their position of self-severing the majority of the rent. Nowadays, the financial model focus on the conflicts between the major and small shareholders rather than the manager and shareholders. As the shareholders are the only “residual claimant” the measurement of the efficiency of any of those mechanisms is measured by the contribution in creating value for the shareholders. Moreover, thanks to the available financial information, many empirical studies resulted that in all the probability and with taking into account, the interaction between all the mechanisms concludes that the capability of the shareholder model is limited. The limitation of the latter could be represented as an inadequate explanation of the structure and functioning of non-Anglo-Saxon systems and the low level of truthfulness. Due to the insignificant role played by shareholders in corporate financing or the correlation between the shareholder value and the disciplinary systems, have contributed to enlarged the view of this prescriptive to take into account other stakeholders 1.2. The stakeholders model of corporate governance: The disciplinary stakeholder’s model like the shareholder model has been rooted in the representation of the firm as a team of productive input of which the sum of the team effort (synergies) creates the organizational rent. The only modification that happened to the value creation in comparison to the shareholder model is in the allocation of the value or the organizational rent, as the latter questioned the position of the shareholders as the only residual claimant. Like the investments and the financing that influences the value creation, the contributors of production other than the shareholders also have, and would have the incentive to create value only if they were receiving a portion of the rent, in other words becoming a residual Chapter One: Corporate governance literature review claimant. As for Zingales 46 37 (1997), which represents the ex-post rent as the essence of the governance and the latter affect the value creation through the rent distribution: “corporate governance system as the complex set of constraints that shape the ex-post bargaining of quasirent generated by the firm”. This view is a result of an updated analysis of the property rights within the incomplete contracts theory by Grossman and hart in 198647, which define the firm in terms of ownership (physical) and authority and the ex-post allocation will influence the ex-ante decision. Hart and Moor (1990)48 specify that the only right of the owner is his ability to prevent others from using it. So ownership is defined as residual control right with the new theory of the property rights, and by the distribution of the residual rent. The ownership position could be extended to all the parties of the nexus of contracts, an employee who is assigned with the decision authority to better use his knowledge. become a partial owner, therefore he would get the incentives to create more value and provide more input effort as he collects a share of the organizational rent (over remuneration) and regardless of the form. The supervision and focus on the managers, concerning the governance problem, led Castanias and Helfat in 199149. Bring in questioning the role of the manager I creating the organizational rent and the role of the managerial rent, even if the letter model does not connect directly with the extended ownership principle, its assumption that the more rent acquires by the managers the more initiative they will have to contribute the rent creation. Then the problem of the allocation of the rent emerges between the shareholder, the manager, their contribution, and the skill shortage. Since the shareholder held the passive ownership so, they hold less power; eventually, their remuneration must be correlated with their opportunity cost, which is deemed to be equal to the market equilibrium rate, to keep them among the nexus of the contract, as a result, the manager would share the rent to avoid the dismissal. Therefore, the interest would be aligned to some extent between these two parties. 46 ZINGALES, (L):“Corporate Governance”, N° 6309, NBER Working Papers, National Bureau of Economic ,1997, PP.120 47 GROSSMAN, (S), and HART, (O): “the Costs and Benefits of Ownership: A Theory of Vertical and Lateral Integration”, Journal of Political Economy, N° 94:1986, PP. 691–719. 48 HART, (O). and MOORE, (J):”Property Rights and the Nature of the Firm”, Journal of Political Economy, 98, No. 6: 1990, PP. 1119–1158 49 CASTANIAS, (R) and HELFAT, (C):” Managerial Resources and Rents”, Journal of Management, 17, N°. 1: 1991, PP. 155–171. Chapter One: Corporate governance literature review 38 This change in the view of the governance conflict of interest is less significant in comparison to the financial model, which led to a different interpretation of the governance mechanisms. Thus, the manager's entrenchment strategies do not led always to the loss of value. For Charreaux (1996)50, entrenchment, by ensuring the return for the human capital investment in the specific firm, would encourage putting more investments and contribution by the managers, leading to higher organizational rent. On the other hand, constraining the managerial freedom and latitude with exaggerated disciplinary mechanisms could reduce the effort and the initiative on the part of the manager consequently an efficiency drop. With the new economy, the specificity of the origin of the rent has an emphasis on the skills of the employees and the managerial capital since if we assume the human capital it will make it vulnerable to potential dispossession. The governance is therefore to protect this capital. As Rajan and Zingales (2000)51, explain the firm as nexus of specific investments or a combination of co-specific assets and persons as result the rent depends on the process of the accumulation of the latter brought by the manager. Moreover, the growth of the rent is sufficient to encourage the stakeholder the sustainability is guaranteed. The logic of the stakeholder approach is involving all the parties of the nexus of contracts, contributing to the creation of the organizational rent, as well as their specific skills offered. Especially in the long-term relationships with certain suppliers, customers, etc., this approach assumes that the latter relations are not reduced into a simple market exchange organized by the price mechanism but frequently co-constructed ones. For Charreaux (1995)52, this approach suggested the ability to create a governance system that is capable of creating value for all stakeholders by reducing the conflicts resulting due to the allocation of the rent among stakeholders. As has been said the resolution of the conflict when the allocation of the rent by influencing the distribution will create value to all the stakeholders, even certain aspects of the knowledgebased roughly appear. According to Alchain and Demsetz, the manager has special skills relating to other production factors, which gives him an important role in the management, rather than monitoring. Many other authors are convinced that that organizational architecture, 50 CHARREAUX, (G) : « Pour une véritable théorie de la latitude managériale et du gouvernement des entreprises », Revue Française de Gestion, 1996, PP.50–64. 51 ZINGALES, (L): “In Search of New Foundations”, Journal of Finance, 55, No. 4: 2000, PP. 1623–1653. 52 CHARREAUX, (G) : « Modes de contrôle des dirigeants et performance des firmes », Revue D’Economie Industrielle, 1er trimestre: (1995), PP. 135–172. Chapter One: Corporate governance literature review 39 the forms of ownership, and governance systems are arranged in a certain manner that guarantees the optimum use of knowledge (Fama, Jensen, Meckling) and to note the knowledge is considered as the information. The models suggest by Rajan and Zingales (1998a), Blair and Stout53 offer little more since the first model assume the organizational rent exist due to specific investment and the second one insist on the importance of the vertical and horizontal corporation to produce rent we cannot consist that the rent creation linked with a comparative production advantage. The view of the firm in the Rajan and Zingales remains traditional but offers a complete model even though the governance still disciplinary. The objective is to reduce the loss of efficiency resulted in the share of the rent, especially that underinvestment is related to the specificity of the assets. According to the new property right, the specificity of the assets determines the ownership structure. Zingales and Blair mention only the decision and the appropriation of the right of the rent, where Berglöf and Von Thadden’s (1999)54. definition considering the governance as a set of mechanisms that translate the market signal and production factor in the behavior of the firm arguing by (1) the importance of recognizing other categorize rather than managers and investors, (2) the existence of market competition and inter-firm connection. Finally, the role of organizational knowledge appears in the theory of the specialized firm Demsetz (1991)55, maybe it could be a primary synthesis of the knowledge-based approach. Where the latter can be defined as a set of commitments to technology, personnel and methods, all contained and bounded by an insulating layer of company-specific information. Of information specific to the firm and this package cannot be alerted or emulated easily. In addition, the latter definition is aligned with the contractual perspective and assumes there three conditions in which the nexus of contract is a firm: specialization, continuity of association, and reliance on the direction. 53 RAJAN, (R). and ZINGALES, (L). “Power in a Theory of the Firm, Quarterly”, Journal of Economics, 113, No. 2: 1998a, PP. 387–432. 54 BERGLÖF, (E), and THADDEN, (L): “The Changing Corporate Governance Paradigm: Implications for Transition and Developing Countries”, Stockholm Institute of Transition Economics, Working Paper, No. 10. 1999, PP.34 55 DEMSETZ, (H): “The Theory of the Firm Revisited” in O. E. Williamson and S. Winter: “The Nature of the Firm”, New York: Oxford University Press, 1991,PP. 159–178, Chapter One: Corporate governance literature review 40 2. The knowledge-based approach of governance: The disciplinary approach of the CG is bounded to the firm theories and the foundation of the latter; this view ignores the productive dynamic and gives a restrictive view of the incentives system on the production choice. Although the recognizing of the skill on the organizational rent the potential of the stakeholder are better than those of the shareholder the view remains based on a static conception of the efficiency. The main aspect of the disciplinary view is the organization of the rent allocation to incentive actors to maximize value on the contrary the process of the value creation through the emergence of the investment opportunity is neglected. On the contrary, of this perspective, the knowledge-based approach could be viewed as an extension of the neo-classical economic model, since this model rejects the hypothesis of the first the calculative rationality, limited or not, supporting the idea of procedural rationality. Following this view, the governing processes rather than the result of the decision measure rationality. The value creation depends on the skill of the firm and its identity considering it as a coherent entity (Teece 56et al 1994), its particularity is its capacity of creating knowledge and long-term profitability so a dynamic view of efficiency. Likewise, the disciplinary approach had many theories the knowledge-based also had the same numerous of theories we can note three of them: The behavioral perspective introduced by Simon in 194757: which consider the firm as a political coalition and cognitive establishment that survive through the interdepended between individual building knowledge within the firm through process formulation and problem resolution The neo-Schumpeterian evolutionary economic theory introduce by Nelson and Winter in 198258: the firm is a container of activities a depositary of productive knowledge, the latter favored the innovation and competition based on it. Substituted the investment choice as a pre-existing menu and the acquisition of the knowledge of routinizing basis. 56 TEECE, (D), RUMELT, (R), DOSI, (G), and WINTER, (S): “Understanding Corporate Coherence”, Journal of Economic Behavior and Organization, N°23: 1994, PP. 1–30. 57 Simon, (H): “Administrative Behavior: A Study of Decision-Making Processes in Administrative Organizations”, Chicago: MacMillan. 1947, PP.125-126 58 Nelson, (R) and Winter, (S):”An Evolutionary Theory of Economic Change”, Cambridge MA: Harvard University Press. 1982, PP.60 Chapter One: Corporate governance literature review 41 The resource-based view resulted from the theory of the firm by Penrose in 195959, in which he considers the firm as a set of resources and establishments that accumulate knowledge guided by the manager's competencies. The origin of sustainability is the ability to leaning, stoking, and accumulating knowledge. The knowledge-based theories differentiate from the contractual perspective in the scope of creating and allocating resource, which the incentive aspect had greater importance compared to the productive aspect, as resulted the reason of the existence of the firm is not only distinguish it from the market but also from its competitors whit it capable of creating knowledge. According to Foss (1996a)60, the firm exists because it is efficient in coordinating the collective learning process, the boundary of the firm can be represented not only in terms of transaction cost but also in terms of collective learning, innovation, selection of assets, technological opportunity, etc. The view of innovation as a coordination mechanism gives great importance to the productive aspect, for Loasby (2001a)61, he rejects the view of the firm as an informational system and coordination process are presumed by incentive method since for him the growth should be attained not by acquiring information but the use of knowledge. Moreover, he sees the firm as an open system where he rejects the equilibrium concept in favor of the process concept. The perceptive aspect of the entrepreneurial function or the manager competence, see the managerial mission not only on the reconfiguration of the business portfolios to ensure sustainable growth but on construction and the imagination of new opportunity The role of governance has been brought into question with the knowledge-based approach since the governance in this view must support and encourage the perception and the implementation of profitable investment with a dynamic efficiency perspective. According to Demsetz (1969) to recognize the impact of the governance role in the dynamic efficiency we must equilibrate between three objectives: experimentations should be encouraged, the new knowledge acquired should be implemented in a wide variety of ways, and investment should be targeted a variety of promising experimental projects. 59 PENROSE, (E):”the Theory of the Growth of the Firm”, Oxford: Oxford University Press. 1959, PP.15 FOSS, (N):”Firms, Incomplete Contracts, and Organizational Learning”, Human Systems Management, 15, No. 1: 1996a, PP. 17–26. 61 LOASBY, (B):”Cognition, Capabilities and Cooperation”, International Journal of Management and Decision Making, 2, No. 1, 2001a PP. 35–48. 60 Chapter One: Corporate governance literature review 42 Many critiques to the financial approach support this view and they claim that the relation between manager and investors could be directed to influence positively and lead to a potential increasing of the firm efficiency, as resulted in the knowledge-based approach study the influence of the governance system of the cognitive aspect of the value creation. To note the financial approach include some cognitive aspect e.g. the governance of the venture capital model, the latter select the most promising project based on their experience not the amount of contribution. Therefore, a certain number of interactions can be possible. However, the cognitive aspect is related to the productive function acquiring a tactical and social character related to organizational learning. 43 Chapter One: Corporate governance literature review Table N° I-2: micro theories of CG Governance Disciplinary The knowledge-based theories Shareholders Theories of the Stakeholders Agency theories Agency support theories Behavioral theory extended firm to the Evolutionary theory stakeholder's theories Resources and competence theory The aspect Discipline and distribution Discipline and Productive-cognitive favoring the Reduce the loss of the distribution Reduce the aspects Create and value creation conflicts of interest’s loss of the conflicts of seize new opportunities managers between interest and opportunities Financial between the investors. the shareholders stakeholders. are the only residual claimant Numerous categories of residual claimants Type efficiency of Constrained or static Constrained or static dynamic efficiency Shareholder view of stakeholders view of efficiency and ownership efficiency Cognitive aspects of and production ownership Efficiency Shareholder value Stakeholders value criteria Ability to create a sustainable organizational rent through innovation The corporate All governance systems mechanisms financial maintain secure All mechanisms that All mechanisms that maintain guarantee the value the managerial latitude creation through learning and innovation Source: corporate governance around the world (A. Naciri) Chapter One: Corporate governance literature review 44 Section Three: The Corporate Governance Mechanisms The wave of the recent financial scandals called into question the effectiveness of the current CG mechanism and paved the way to take regulatory action to rebuild the investors’ confidence around the world and particularly in the U.S with the announcement of the SarbanesOxley Act (2002) which has attributed considerable importance to its control mechanisms. This latter could be classified into internal and external according to Charreaux62 1. Internal mechanisms of corporate governance A multilevel control implemented intentionally by the stakeholders including shareholders to discipline the management and directors, in the following we are going to identify each one of them and examine their mission and roles in CG. 1.1. The shareholder control mechanism of the managers The new managerial firm is characterized by diffused ownership a large number of shareholders own a small part of the capital and control held by managers who have the power and do not have a significant part of the company according to Berle and Means 1932. This situation of separation of control and ownership led to a divergence of interest between parties or what so-called the agency theory many authors studied the reason for the divergence Charreaux (1997), lei (2007) and they can conclude:63 Moral hazard where manager prefers to invest in a project that best suited their skill, which leads to increase in their value and the difficulty of replacing him allowing him to extract a higher level of perquisite Earing retention managers prefer to retain earnings, whereas shareholders prefer higher levels of cash distributions, Time horizon manager prefers short-term projects with high cash flow and shareholder long-term positive NPV investments. Managerial risk aversion may pursue investment and financing policies that minimize the risk of their company’s equity even when the benefit is relatively low. 62 CHARREAUX, (G). : « Vers une théorie du gouvernement des entreprises »., in G. Charreux (Ed.), « Le gouvernement des entreprises », 1996, PP.06 63 ibid. PP.144-145 Chapter One: Corporate governance literature review 45 To resolve the conflict there are mechanisms to control managers that shareholders can recourse: the board of directors 1.1.1. The board of directors The BOD has the authority to monitor the manager's action, they appointed by the shareholders and act on their behalf, they might or might not hold the executive role, managers must report periodically to the Board of Directors, and the latter have to evaluate the proposals, they have a legal authority to hire and fire managers. Besides the watchdog role to safeguard the shareholder's investments, they are supposed to provide the manager with advice and knowledge and the business networks (Zahra and Pearce, 1989). To note that the disciplinary mission of the BOD depend on the property structure e.g. in the family firms control held directly by shareholders charreuax64 While the shareholder holds diversified and fragmented ownership, they cannot bear the cost of control of the management as result they rely on the BOD for the decisions control and the management decision for the managers, with their direct relationship with the firm and as they are near to management which could diminish the information asymmetry. Therefore, they act, as is the most important authority responsible for internal control. The Board of Directors is responsible for the evaluation of management’s performance. From this standpoint, the BOD should be selected carefully to guarantee the independence criteria rather than the background, current professional activities, etc. Nevertheless, whether the directors could perform their duties without being subject to the influence of management. A desirable composition of the BOD is a combination of outside and inside directors. The role of insiders is to prevent the information process problem and enhance the decision and evaluation process ex-ante and outsiders, conversely, assure the independence and autonomy of judgment ex-post, (Hoskisson and Baysinger 1990).65 The Sarbanes-Oxley Act and the SEC rules, do not require independent directors other than audit committee but the NYSE mandate establishing a board composed of a majority of independent directors. In U.S and 2008 splitting the role of CEO and the chairman has gain momentum supports argues that the separation of the position could help to mitigate the risk. The NYSE (2009) requires an outside director to 64 Ibid. PP.27 BAYSINGER, (B), and HOSKISSON. (E):"The Composition of Boards of Directors and Strategic Control: Effects on Corporate Strategy.” Academy of Management review 15.1, 1990, PP.72-87. 65 Chapter One: Corporate governance literature review 46 preside over executive sessions of the boards for the companies where the CEO and the chair are the same. The BOD relies on several committees to fulfill its duties especially the CG issue, each one is composed and led by independent directors: Audit committee Compensation committee Nominating committee Finance committee To enhance CG and to put a limit to the self-interest of the managers the BOD privilege two courses of action, the first one is the compensation system of the managers and it is the main responsibility of the Compensation Committee and the second one is the top management turnover 1.1.2. Compensation committee: the remuneration mechanism The Remuneration Committee is responsible for reviewing the performance of managers and directors and establishing remuneration and benefits packages for senior management. To prevent the influence from the management or the executives’ directors the board is composed entirely of independents directors and they had the quality and the knowledge to perform the evaluation. Compensation is an important device to solve the agency problem, and it could align the interest of counterparties. The executives’ pay should be balanced between fixed and variable pay the latter play a crucial role (Ellig 2001)66. Jansen and Mackling argue that the composition in the compensation plan changes the risk attitude, as the managers are risk-averse agents they prefer a plan that minimizes their risk so they would promote fixed compensation policies rather than equity-based. When the plan is based on fixed pay, the manager would have an incentive to reduce the risk to guarantee their pay, which will lead to negative outcomes for the shareholders. On contrary, when the plan is based on the performance-based-remuneration (pay for performance) the managers tend to be less risk-averse, the latter enables risk-sharing. Thus, shareholders are not the only residualclaimant. 66 ELLIG, (B): “The Complete Guide to Executive Compensation”. McGraw Hill Professional. 2001, PP.25 Chapter One: Corporate governance literature review 47 The salary composition is related to the monitoring structure; variable pay can be correlated to the shareholder return (share price, ROE, etc.), a sound remuneration plan can bring shareholders' and managers’ interests into congruence. The amount of remuneration that is awarded to managers is determined in proportion to certain predetermined criteria that are relevant to financial service providers. The letter will lead to risk sharing and provide an incentive to managers as the management malfeasances are financially unattractive. 1.1.3. The management turnover The BOD play held a controlling role with the power of hiring and firing managers, for Pigé67when the replacement is radical, we consider it as a dismissal, and the manager turnover had multiple aims: manager sanction for misaligned action, to drive up the price of short-term securities, and encourage his replacement to act in the shareholder profit. 1.1.4. The shareholders right and general assemblies The shareholder right is a device provided by corporate law, and its aim to protect the shareholder from the manager and the minority from the major block-holders. Chugh in 2010,68 define the shareholder right as the voting right which shareholders use to get the profit and decide the firm future, every national legal framework prescribes the presence of a shareholder meeting (AGM). This right is guaranteed by the law however companies can include some constrain that indirectly impede the exercise of these rights .e.g. takeover defenses that might entrench management. Shareholders who participate in AGM have the right to elect the board (with the help of nominating board), receiving dividends, requesting information from the corporation (role of auditing committee), and filing civil actions against directors who failed to perform their duties (watch the watchers). Minority rights start with 5 percent in public companies and 10 percent in non-public. Minority shareholders can veto the release of management; demand that the company or statutory auditors take legal action against directors who violated the law. 1.2. External Audit and audit committee Audit committees play a major role in information discloser and validity of the audit process whether internal or external and the company's diligence, audit committees are directly PIGE, (B). : “le pouvoir de revocation du conseil d’administration et l’incitation à la performance des dirigeants’’, cahier de recherche du CREGO, n° 9306, université de Bourgone,september, 1993, PP..21. 68 CHUGH, (R), MEADOR (W), and MATTHEW (W): "Corporate Governance: Shareholder Rights and Firm Performance." Journal of Business & Economics Research (JBER) 2010, PP.8-9. 67 Chapter One: Corporate governance literature review 48 responsible for establishing oversight mechanisms for financial disclosures of corporations and therefore should be independent of management. SOX (2002) expands audit committee responsibilities and requires committees to include independent directors, active participation in the firm’s CG practices One of the essential responsibilities of the audit committee is the responsibility for selecting the external auditors, supervising their work, and managing their remuneration. External eternal control is required even though the internal control is put in place but to guarantee independence and compliance with the law. For Palmrose,69 External auditors exercise a gatekeeping role, provide independent judgment, and assure the financial condition of the firm this could reduce the agency problem relying on objective and independent supervision (reducing the information asymmetry between agents by alerting the shareholders about the current condition). 1.3. Employees as a mechanism of controlling managers With the emergence of the term shareholder-employee and his participation in creating wealth to the organization by participating in the strategic decisions and with his human capital nevertheless in financing the corporation, he should acquire sufficient information of the corporate situation. This reasoning has two arguments: the financial justification: as has been said the salary have the right to become shareholders as a result one of their rights is inquiring the financial information of the organization The legal justification many regulatory and legislative arrangements had to recognize the importance of the employee in the corporation and mandate the participation of employee decision and control e.g. in France with 25/07/1994 act. 1.3.1. The procedures for controlling the managers by the employees With the latter argument, the salaries could exercise control and involvement in decisions making via two modalities 69 PALMROSE, (Z): "Maintaining the value and viability of independent auditors as gatekeepers under SOX: An auditing master proposal." Financial gatekeepers: Can they protect investors: 2006, PP.103-135. Chapter One: Corporate governance literature review 1.3.1.1. 49 Employee participation in the decision-making process Since the information right is required by the salary, and with their through their representatives in the personnel committee they can get greater access to information than is provided to shareholders, personnel committee has multiple roles Ensure accurate and fair annual evaluation of Chief Executive Officer and the management performance and guide CEO develops personnel staffing70. 1.3.1.2. Employee participation in the management control process The personnel committee has the legal right can alert the authorities in the event of noncompliance with legal and regulatory measures. Many authors have discussed the right of employees to be presented in the BOD. According to Summers and Fama, employees should be integrated into the board of directors whereas Charreaux71 has a different vision since for him the BOD's mission is to resolve agency conflicts between shareholders and managers. 1.4. The stakeholder's mechanisms of controlling managers 1.4.1. Internal stakeholders There are two major categories of internal stakeholder employees and shareholders: Shareholder: have a part of the ownership of the corporation they may be Institutional shareholders or individual stockholder Employees: they contribute to the organization with their human capital and may with their funds. 1.4.2. External stakeholders72 Customers: influence the corporate position with the power of their decisions within the market aspiring for quality service. 70 https://democracy.manchester.gov.uk/mgCommitteeDetails.aspx?ID=143 consulted (28/04/2021 at 23:47) 71 CHARREUX (G)., “Pour une véritable théorie de la latitude managériale et du gouvernement des entreprises’’, Revue française de gestion,1996, PP.50-64. 72 KANDI (A) : « l’audit et le control interne comme un outil de dynamisation de la gouvernance d’entreprise dans un contexte algérien », thèse doctorat en science commercial, EHEC Alger, 2017-2018, PP.6061 Chapter One: Corporate governance literature review 50 Suppliers: influence the corporation with the Prix and their objective is customer’s solvability Banks and financial institutions: influence the companies in term of financing, and gets benefits and interest vis-à-vis their services State: regulated the market and in a counterpart, they collect tax, social security contribution, etc. 2. External corporate governance mechanism Once internal mechanisms are insufficiently effective, there is an incentive for external parties to attempt to take control of the company 2.1. The hostile takeover or the financial market In marketed-based systems such as in the U.S, the takeover market plays an important role in corporate governance the change in the control of the firm virtually always occurs always at a high price. Creating shareholder's value. Furthermore, this change will provide the managers with the incentive to act in the shareholder's interest to prevent becoming the target of a hostile takeover. 2.2. The manager market labor The role of the executive labor market is to assess continually the value created and the skills of the human capital of the managers performing inside the corporation by the BOD and outside the corporation by the market. 2.2.1. The internal labor market for managers Inside the corporation, the market can be represented as a form of mutual control between managers this evaluation and monitoring is not constrained by the hierarchical division as result the low-level managers can perform control over superior manager especially when realizing a negative income, the control can be performed through recruiting a new manager. 2.2.2. The external labor market for managers Outside the corporation, competent managers are the target of companies on the contrary the non-competent manager or the ones who are highly opportunistic are sanctioned by unemployment and let them in offering positions, as a result, the manager must serve to protect the interests of the shareholders to prevent them from being replaced. Chapter One: Corporate governance literature review 51 2.3. The market for goods and services For Demsetz73 poorly directed companies and managers who seek only for their interest will lead the company to be less competitive. Moreover, as illustrated earlier the natural selection law requires the only efficient system to survive, and this will to a first-degree efficacy but in the case, high malfunctioning, poor direction, and deficient Competitivity on the part of the firm this latter will to company disappearance. to add in the case of high competition market this mechanism will more efficient with a complimentary with the latter mechanism the market labor since less competitive firm led to less value creation which leads to managers turnover by the BOD and the latter led negative consequences on their reputation thus sanctioned by the market. 73 DEMSETZ (H) : “The Structure of Ownership and Theory of the Firm’’. Journal of Low and Economics, 1983, PP.375-390. Chapter One: Corporate governance literature review 52 Conclusion chapter one Throughout this chapter, we present the different mutation of the notion of governance overages and the corporate governance development concerning the firm evaluations in economic theory, and we exposed different firm theories and relation form such as agency relation and contractual relation: Then, we gave different corporate governance definitions, devices, and key actors with this we introduce the two school of thought of corporate governance and their argument for attaining desirable and maximum efficiency. Finley, we mention the corporate governance mechanism to examine the major internal (stakeholders' power) or and the external (market-based) ones and illustrate their effectiveness and influence regarding the agency relation. Chapter Two: The Internal Audit and the Corporate Governance Interrelation from Theoretical Perspective Chapter Two: The Internal Audit And The Corporate Governance Interrelation From Theoretical Perspective 54 Introduction chapter two Economy mundialization and the global financial crisis due to a sequence of corporate scandals such as Enron and WorldCom, audit function is becoming an instrumental component within the company. Adhering to the latter in management turn it into a strategic function to attain corporate sustainability. In this scoop, we aim to study auditing mission and internal audit in general in creating value to the organization by improving corporate governance, since he plays an important internal mechanism. Initially, we will try to present some generality on an internal audit of his definitions, mission, different types, organization, and objectives. Then, we present some related disciplines and domains to internal audit i.e. internal control, external audit, inspection and risk management as well as quality function Lastly, we will examine broadly the internal audit mission from the preparation to conclusion and will identify the different instruments used by auditors to accomplish this mission. Chapter Two: The Internal Audit And The Corporate Governance Interrelation From Theoretical Perspective 55 Section One: Generally About Internal Audit 1. An internal audit from a historical standpoint The word audit came from the Latin word “audire” which means listen, which gives a precise description of the function. In English, the verb, “to audit” have the meaning of investigation, control, and verification.74 The profession of auditing can be traced to a long time ago, based on a stone document that has been found, historians have estimated that in about 3000 B.C., scribes of the Mesopotamian civilization have used a complex system of internal control based on dots, ticks, and checkmarks. In middle age in the U.K75, a kind of internal audit was practiced in the castle and mansion where the lord held the function of control and audit. This system consists of crosschecking which mean comparing the information that has come from two independent sources, where else, in the Roman Empire the internal audit mission was held by treasury agents, where, the latter has to give an oral objective opinion on the functioning of the treasury in front of auditor assembly. In 1720, the first emergence of the external audit was after the Sea Bubble scandals where an external certified public accountant held a mission of verification; this event was a novelty in the auditing field. Due to the industrial revolution that requires the corporation to open their capitals for getting adequate funding, many shareholders invest incorporation with their fund, as result, an internal and external audit was mandatory, in the U.K, with 1844 law that mandates U.K companies to provide an audit function. To add, in the main time with the same revolution in the U.S, British auditors were sent to assist the U.S companies e.g. PWC auditors were invited in 1873, as result we can say that U.K helped to create audit infrastructure for the U.S. However, the first major development of the audit profession was the creation of the American Institute of Certified Public Accountants (AICPA)76 in 1887 in the U.S, nevertheless, 74 MIKOL, (A), : « formes d’audit : l’audit interne », in encyclopédie de comptabilité, contrôle de gestion et audit, Economica, Paris. 2000, PP.733. 75 Moeller (R), (1999), « Brink’s Modern Internal Auditing » , (7th Ed), John Wiley & Sons, Inc., New Jersey, PP.2 76 The American Institute of Certified Public Accountants (AICPA) created 1887 is the national professional organization of Certified Public Accountants in the United States (CPA), with more than 418,000 members in 143 countries in business and industry, public practice, etc. Chapter Two: The Internal Audit And The Corporate Governance Interrelation From Theoretical Perspective 56 in the 1930s77, with the establishment of the U.S. Securities and Exchange Commission (SEC) in 1934, changing the external objective due to the major economic breakdown. This legislative act requires the corporation to provide a financial statement certified by an independent auditor as well as establishing an internal audit department to assist external audits. At the time internal audits were concern with verifying accounts and financial errors. In the 1940s, the audit saw a major event, which is the creation of the institute of internal auditors (IIA), but the audit function did not see a crucial change comparing to the 1930s. Until 1963, where the audit mission and objective saw a revolutionary transformation from financial and accountant mission to determining the internal control system, verifying the wellfunctioning of the organization and the compliance with the politics the procedures. Tread-way commission report in 198778, this commission was established to studies the fraudulent financial reporting have concluded that the audit function in mandatory function within public companies, along with companies have to establish an audit committee composed by non-executives independent director, with the latter conclusion we can see the role of the internal audit on the financial fraud. In Algeria, the legislative has mandate the promotion of internal audit function since the low of 198879 following this low Algeria public economic enterprises should empower and promote audit structure, and aim for steady improvement and management development. The internal audit function has had major progress covering all areas of the enterprise, the internal auditing profession itself, through its self-development and dedication. 2. The internal Audit definition To clarify the internal audit concept it is more convincing to define the audit term in general than we will dive into the internal audit concept. 77 Ibid., PP.4-5 Founded In 1987 by five private accounting organizations : the American Institute of Certified Public Accountants (AICPA) ,the American Accounting Association (AAA), the Financial Executive Institute (FEI) ,the Institute of Internal Auditors (IIA) ,and the National Association of Accountants(NAA) 79 Article n°40, official journal, 27th N°02,chapter n°08, 12/01/1988 78 Chapter Two: The Internal Audit And The Corporate Governance Interrelation From Theoretical Perspective 57 2.1. Audit definition In general, the audit is defined as a “systematic process of objectively obtaining and evaluating evidence regarding the current condition of an entity, area, process, financial account or control and comparing it to predetermined, accepted criteria and communicating the results to the intended users. The criteria to which the current state is compared may be a legal or regulatory standard (such as the Sarbanes Oxley Act), or internally generated policies and procedures”80 The Sarbanes-Oxley Act Of 2002 also defines the “audit’’ term as a verification of the financial statements, report, document, control, and procedures, etc. of any organization by an independent public accounting firm in accordance with the rules of the Board or the Commission aiming to express an objective opinion on such statements.81 For bécour and bouqui audit is an independent activity that follows a consistent procedure and reviews the applicable standards to measure appropriateness, suitability, and the well functioning of all the actions within the corporation vis-à-vis standards. Furthermore, auditing for some authors could be perceived as a management tool that can be applied in strategic management and for control and monitoring processes, and to do not confuse audit advice, assist and recommend but do not decide. Audit endeavor to evaluate the gap between the statement and reality, according to the American Accounting Association (A.A.A) audit is a systematic process in which we evaluate objectively and attempt to measure the degree of correspondence and review the differences between the economic actions, events, and assertions to communicate the result to concerned parties82. From those multiple definitions, we could conclude that audit: 80 independent activity perform by independent persons Use specific methodology and process Held an adequate level of due diligence in accordance with standards WEBER (C), et al, : “Internal Audit Handbook’’, Springer, Berlin, 2008, PP.02 United States. (2002). Sarbanes-Oxley Act of 2002: Conference report (to accompany H.R. (3763), Washington, D.C. 82 SILVOSO, (J),« Report of the Committee on Basic Auditing Concepts », The Accounting Review, 47, 1972,PP.18 81 Chapter Two: The Internal Audit And The Corporate Governance Interrelation From Theoretical Perspective 58 Therefore, the audit is an independent activity that aims to improve the functioning of the organization 2.2. Internal audit definition: It is important to formulate a universal definition since it will have a vital impact on the perceived role of the internal audit: The institution of internal auditors (IIA) defines the internal audit as an” independent objective assurance and consulting activity designed to add value and improve organization’s operations, it helps an organization accomplish its objectives by bringing a systematic, disciplined approach to evaluate and improve the effectiveness of the risk management, control, and governance processes”. By analyzing this definition, we can examine in detail the deferent concept presented with the latter: initially, internal auditing is a service provided within the organization performed by one of its personals in contrary to the external audit. As illustrated in the definition the internal audit adds value and improves the organization, IIA suggests that internal audit can add value by three components that characterize the internal audit. Independence: this concept is crucial, since independence is a core fundamental of internal audit, all definition of internal audit feature the objectivity and the independence of the function, and if a certain level of independence is not achieved the added value will be inadequate thus the existence of the audit function questioned. Objectivity: it is fundamental of the internal audit, objectivity means that the person perfume the audit should have an unbiased and impartial attitude; It is, therefore, to appreciate in all neutrality of opinion. Assurance: internal audit gives an assurance that the governance process, risk management, internal control are, or are not well functioning to help management and different stakeholder to achieve their strategic, operational, and reporting and compliance objectives. Consultation: (Evaluation and recommendation) this part of the definition shows a shift in the audit practice. The consultation service will be done after analyzing and evaluating the current situation searching for the efficiency of the organization, through objective recommendation and advice that is based on evaluation and information and operation analysis Chapter Two: The Internal Audit And The Corporate Governance Interrelation From Theoretical Perspective 59 that can create value for the organization. IIA Performance Standard 2100 internal audit must evaluate and contribute to the improvement. To add, the internal audit function is a universal and periodic function, which means that the internal audit function can be applied in all forms of organization no matter the form or purpose. Which will enable them to make a significant move towards efficiency criteria, and since, the IA function is universal and it can be applied to all the organization activities. The IA is a permanent function within the company, but it is a periodic function for those who are being audited “auditees”. Jaques Ranerd resembles the audit function to the gas odor, since it alert and warns before the explosion. Other authorities have used definition outside the IIA standards, but all the definition center on one view the internal audit is an independent function in the organization evaluate the effective risk management processes, internal control, and governance and create value through giving the interest parties an objective recommendation, consultation, and assurance. Where else in the classical view that limited the IA function into compliance function only To mention, a definition was given by Professor Gerald Vinten in 1991, the audit function should be performed to achieve a better future organizational state in the scoop of internal control, risk management, governance. 3. Internal audit objectives The IIA performance standards 2110.A1 emphasize the main element and objective of internal audit, evaluate the risk with regard to the governance, information system, and operation with taking into account: The reliability and the integrity of the financial information Improve the Effectiveness and efficiency of the corporate operation Safeguarding of the asset Compliance with the rules, laws, and regulation But from the new definition of internal audit as a value creators, helping the organization to achieve its objectives through multiple way assurance, consultation, and recommendations to improve the overall performance of the organization, helping the latter to attain its objective will help us to define the AI objective based on the latter. In 2004, the Committee of Sponsoring Chapter Two: The Internal Audit And The Corporate Governance Interrelation From Theoretical Perspective 60 Organizations of the Treadway Commission (COSO) defines the deferent categories of the organizational objectives: strategic objectives, operational objectives, reporting objectives, and compliance objectives. Those objectives are fundamental for defining the internal audit mission objectives, the direct relation between on one hand internal audit objective and on the other organizational objective will help IA function to assist the organization reach its objectives. 4. Internal audit organization As we have said, internal audit can be traced back to 3000 years B.C, but the attempt to organize the auditing practice with the creation of the institute of internal audit (IIA) in 1941 in the United State. An international professional association with 200000 around the world and is organized into local chapters and affiliates, e.g. in the French-speaking countries, there are IFACI, ASIA, IIA Luxemburg, etc. Besides the IIA, other international organization that is organized on a regional or linguistic basis such as the European Confederation of Institutes of Internal Auditing (ECIAA) and Asian Confederation of Institutes of Internal Auditors (ACIIA). in Algeria we have an association of Algerian internal auditors and consultants (AACIA) established in 1993 and it’s a member of the French-speaking Union of Internal Audit (UFAI), the AACIA was created to developed internal audit in Algeria and its main activities: training, conferences, workshops, etc. 4.1. Internal audit international professional practices framework (IPPF) The international professional practice framework is the conceptual framework that organizes facilitate the development, the interpretation and the application of concept and techniques and provide formal guidance of the internal audit profession, The IIA provides a global and authoritative guidance body to assist practitioners (auditors) and stakeholder in being responsive to the market for higher internal audit quality. The application of IPPF will be applicable within an environment in which the IIA activity is applicable and the interpretation of the information should consistent with low and regulations. The updated version of the framework was introduced in 2015.The IPPF consist of mandatory guidance and recommended guidance. Mandatory guidance is required and crucial for the internal audit profession; the latter is developed based on the due diligence process, which includes a period of public consultation for stakeholders' input. The mandatory element of the IPPF: the Core Principles for the Chapter Two: The Internal Audit And The Corporate Governance Interrelation From Theoretical Perspective 61 Professional Practice of Internal Auditing and audit definition, audit code of ethics, International Standards for the Professional Practice of Internal Auditing (Standards). The recommended guidance is authorized by the IIA through a formal approval process, it gives guidance for efficient application for the mandatory guidance of the IPPF; the latter consists of implantation guidance that helps auditors in the application of the standards and codes but does not detail processes and procedures. Supplemental guidance (practice guides) provides a detailed for conducting audit activities, it includes processes, procedures, programs, etc. 5. Internal Audit Standards Every profession requires certain norms and standards to govern its practices, procedures, and ethics. This allows the globalization of the profession practices the key standard of the internal audit the IIA’s standards, those standers have had seen major changes over time since its publication in 1978, e.g. in 2004 internal audit as an internal consultant, and 2009 the standard become mandatory for the IIA member’s. Besides the IIA’s standers, there are other standards like the quality audit guidance from the American Society for Quality (ASQ) represent a different vision from the IIA. The first authoritative document called the statement of responsibilities of IA 1947 was revisited over the years until the current standards. The IIA’s standards are designed to: Formulate basic principles for internal audit practitioners Establish a measurement standard for the internal audit activities Aim to improve the organization process and operations Help the internal audit to provide and offer a broad range of value for the organizations The IIA’s standards help the management and audit committee to evaluate the internal audit performance, nevertheless for auditors to measure themselves. The standards are a set of principle-based, mandatory requirement consisting of: The statement of the basic requirement for the professional practices to evaluate the performance of IA, and the latter are applied internationally Interpretation to clarify the terms and the concept within the standards Chapter Two: The Internal Audit And The Corporate Governance Interrelation From Theoretical Perspective 62 The standards include three main categories: performance standards attribute standards, and implementation standards. Where the attribute standers describe the enterprise and the parties performing the internal audit activities, the performance standers for the nature of the internal audit activities, and how it should be done and evaluated. Furthermore, the implementation standards are applied to a specific type of engagement divided between assurance and consultation activities. The attributes standards are numbered in section by number 1000 while the performance standard is numbered by 2000, implementation is classified into (A) assurance activity and (C) consultation activity. Table N° II-1: IIA’s internal audit international standards IA attribute standards IA performance standards How they (the auditors) should be? What they do? 1000: Purpose, Authority, and Responsibility 2000: Managing the Internal Audit Activity 1100: Independence and Objectivity 2010 1110: Organizational Independence. 2010: Planning 1120: Individual Objectivity. 2020:Communication and Approval 1130: Impairments to Independence or 2030: Resource Management Objectivity. 2040: Policies and Procedures 1200: Proficiency and Due Professional 2050: Coordination Care. 2060: Reporting to Senior Management 1210: Proficiency and the Board. 1220: Due Professional Care 2070: 1230: Organizational Continuing Professional External Service Provider and Responsibility for Internal Auditing Development 1300: Quality Assurance and Improvement 2100: Nature of Work 2110: Governance Program 1310: Requirements of the Quality 2120: Risk management Assurance and Improvement Program 2130: Control 2200 engagement and planning 1312: External Assessments 1320: Reporting on the Quality 2201: Planning Considerations Assurance and Improvement Program 2210: Engagement Objectives 1321: Use of “Conforms with the 2220: Engagement scope International 2230: Engagement Resource Allocation Standards for the 2240: Engagement Work Program Chapter Two: The Internal Audit And The Corporate Governance Interrelation From Theoretical Perspective 63 Professional Practice of Internal 2300: Performing the Engagement. Auditing 1322: 2310: Identifying Information Disclosure conformance of Non- 2320: Analysis and Evaluation 2330 Documenting Information 2340: Engagement Supervision 2400: Communicating Results 2410: Criteria for Communicating 2420:Quality of Communications 2421: Errors and Omissions 2430: Use of “Conducted in Conformance with the International Standards for the Professional Practice of Internal Auditing”. 2431: Engagement disclosure of Nonconformance 2440: Disseminating result 2450: Overall Opinions 2500: Monitoring Progress 2600: Resolution of Senior Management’s Acceptance of Risks SOURCE: The IIA International Standards for the Professional Practice of Internal Auditing (Standards), 2016 5.1 Internal audit code of ethics The purpose of IIA’s code of ethics is to promote an ethical culture for the profession of internal auditing. The code focus on the trust of the audit user and objectivity, the code was released in 2000 after replacing the earlier version of 1988; the current version emphasizes integrity, objectivity, confidentiality, and competency. The code applies to both individuals and entities of audit service. Any violation of the code will the Violators be held liable for disciplinary action. Chapter Two: The Internal Audit And The Corporate Governance Interrelation From Theoretical Perspective 64 Integrity: the auditors should be honest, diligence and responsible as well as the auditors should be trustworthy and credible and prevent any illegal objectives and contribute to the legitimate objectives of the organization Objectivity: auditors should not engage in activity that may impair or biases their assessments. Confidentiality: the auditors should protect and use wisely the information acquired in the course of their duties and do not use it for any personal gain or illegal way Competency: should have appropriate education, competencies, and expertise to complete their mission 5.2 Internal audit charter The audit charter sets a clear role and position of the internal audit in the organization, the internal audit charter is a formal document that is developed by the Chief audit executive (CAE) and approved by the board of directors and top management. The IIA glossary83 defines it as a formal document set to define the internal audit activity, scope, objectives, responsibilities, authority. The internal audit charter positions the IA activities within the organization and provides it with the authority to access organizational information. 83 Institute of Internal Auditors, (2016), « International Standards for the Professional Practice of Internal Auditing », Glossary. address: www.theiia.org.uk , PP.21 Chapter Two: The Internal Audit And The Corporate Governance Interrelation From Theoretical Perspective 65 Section Two: Internal Audit Forms And Types The expansion of the internal audit scope and the historical evolution of the concept led to complicate the term. Thus, we can classify the IA into two criteria that will help to differentiate the different scopes of the IA. The first one is the classification of internal audit by objectives (nature) and the second one is by destination (function), the classification by objective reflects a historical evolution of the term (from the compliance nature to the strategic nature). Where the other classification corresponds to the universal criteria of the internal audit where it is applicable in all the organizational function (IT, security, social, HR, etc.). The latter can be divided into financial auditing and operational auditing. 1. Accounting and Financial Audit The National Council of Public Accountants (CSOEC)84 defines the financial audit85 as the process of examination by a competent and independent external expert, which he aims to give an evaluation and objective opinion on the regularity and honesty of the financial statement and transaction of the organization. The latter definition does not take into account the internal audit function since the mission is held by an external expert. However, the internal audit financial mission should be held by an internal auditor, where he gives an objective opinion on the control and the well-functioning of the financial function by managers and gives recommendations to improve the efficiency and effectiveness of the function. Therefore, this mission is performance-oriented where the first one is legally oriented. For London86, the internal auditor in cooperation with the external auditors should give an assurance that the internal accounting control procedures are reliable and reliable. 2. The operational audit The operational audit covers all the components of the value chain of the organization with the audit activity, the audit activity is performed by the internal auditor (organizational employees), and they are related to the top management and independent from all other functions. 84 TOKINIAINA (R), :« Réussir Le DSCG 4 Comptabilités Et Audit », Réussir le DSCG, N°02, Eyrolles, 2015, PP.181-182 85 The CSOEC in 1945 is an independent organization, under the purview of the Ministry of Economy, Finance and Budget. 86 EBONDO (W)., 2007, « Organisation et méthodologie de l’audit interne », in « Audit Interne : Enjeux et pratiques à L’international », Eyrolles, Paris.PP.22. Chapter Two: The Internal Audit And The Corporate Governance Interrelation From Theoretical Perspective 66 Operational audit endeavors to understand the functioning of given activity; solve the problems relating to the latter by providing recommendations and consultation and aim to improve efficiency and prevent future risks and deficiencies. In nutshell, operational audits aim to improve the performance of the organization and to note that audits do not judge the performance of the organization. Thought, it gives assurance on the standards that allow the organization to attain certain performance, which means it must guarantee the existence of the performance objectives, the adequate resource to attain performance, and an information system to measure. Bouquin (H)87 defines the operational audit as an examination of organizational devices and systems to promote the economy, the efficiency, and the effectiveness of multilevel choice of the enterprise and evaluate the end-result of those devices. Therefore, internal operational audit stand-alone as internal control, not just a single procedure or operation. On contrary to the financial audit that focuses on financial information and statement operational audit focus on all the actions of the organization without taking into account financial results, which mean auditing the reality.88 A financial audit is a legal mission mandate by the law and exercised by external experts and it can be a contractual mission, which is a concern with accounts certification and examine regularity and accuracy of the financial information. Where else audit operation is not a legal or contractual, mission held by an independent employee within, the enterprise and mission do not deal with the accounting processes. Lastly, financial audit focus on the “image” that accounting gives, where operational audit focuses on the “reality” of the operation. An additional important differentiation between the two forms of audit activities is that the financial audit has specific and general reference defined by the law or by certain international accountancy organization, as result the auditors know the specific needs, measures, and expectation for a good accountancy system. Where the operational audit does not have such a stable reference, since it depends on the organization's environment, which made a major challenge to meet. 87 88 BOUQUIN (H), (), « Audit », in encyclopédie de gestion, Vol 1, n°12,1997, PP.200-218. Thiery (D), : « L’audit », la découverte, Paris, 2004, PP.19. Chapter Two: The Internal Audit And The Corporate Governance Interrelation From Theoretical Perspective 67 As we said earlier, internal audit is sectioned into two categories the first is by nature and the second by destination, the operational and financial audit is an audit by destination, the classification by nature of auditor by objective corresponds to the four categories: Compliance or regularity audit Efficiency audit Management audit Strategy audit Each audits categories can be qualified as an audit by destination, which refers to different organizational function audits, or what so-called operational audit, since the latter include them all. To note that certain authors like H. Bouquin and Jean- Charles Becour (2008)89 have separated the organizational process into three-level strategic audit, management audit, and operational control, however, we will split the operational audit into four levels of audit that are divided according to nature (objective). 2.1. Strategic audit A strategic audit90 can be perceived as a comparative analysis between the enterprise strategies and policies with the environment in which it operates to examine the overall compliance and efficiency of the organization, as a result, the role of the auditor is to identify inconsistencies. Moreover, to do so the auditors may set up a reference system based on the specificity of the environment and enterprise characteristics. The auditor should not assess or evaluate the policies or the strategies but only be limited to highlight any inconsistencies. However, this simple act of disclosure could lead the top management to make fundamental changes to regain the overall consistency; the strategic audit is a high level of audit, which requires significant competence, the strategic audit is considered to be the final development phase suggesting more sophisticated conceptions of internal auditing. Which lead to an anticipated advance in the corporate governance audit. 89 BECOUR (J), BOUQUIN (H), : « Audit opérationnel, Entrepreneuriat, Gouvernance et Performance », (3rd Ed), Economica, 2008. PP15 90 BERTIN (É), : « Audit interne: enjeux et pratiques à l'international », Eyrolles, 2007, PP.182 Chapter Two: The Internal Audit And The Corporate Governance Interrelation From Theoretical Perspective 68 A strategic audit is concerned with numerous disciplines to analyze the subject in a multidimensional level, including dimensions such as technical, human, financial, etc. this type of audit resemble the compliance audit. However, the compliance audit identifies anomalies and provide some recommendation to overcome them, in the other hand, strategic audit answers to all the questions that caused it to be released, along with advises and consultations based on the auditors' observation91. 2.2. Management auditing Management auditing does not mean that audit will judge the strategic choice and policies of the top management since this is not its objective and the latter does not have the competence to do so. As result, the existence of this type of audit will not inherit the freedom and the decision power of the top management, but the end-goal of the management audit is to observe analysis and measure those choices and identify the consequence and risks of pursuing those choices. Therefore, we can define management auditing as an independent review, analysis, and assessment of the effectiveness of managers and the efficiency of the corporate structure in achieving the corporate goals, the goal of this audit is to identify the incoherence and the potential ones in management and recommends to rectify those weaknesses. Concisely, the audit verifies that the policies and control that are applicable are aligned with the strategy.92 The management audit can resemble the compliance audit type, but focusing on a specific and delicate field of application, which is the strategic field. This type of audit requires a significant amount of authority, professionalism, and good knowledge of the company, in general, the mission of audit is held by an audit responsible e.g. CAE, the engaged mission is performed to enhance the corporate governance as suggested in the definition of the internal audit. This audit form may take a specific form of an assignment to examine the compliance of the policy with the company’s strategy. Moreover, management auditing can take the form of a traditional audit mission in which we can find certain statements and recommendations in the LAROSE (G), : « La stratégie de la vie associative », L’harmattan, Paris, 2010, PP.109 https://www.accountingnotes.net/auditing/management-audit/management-audit-meaning-and-objectiveauditing/10525 , (11/05/2021 13:37) 91 92 Chapter Two: The Internal Audit And The Corporate Governance Interrelation From Theoretical Perspective 69 management audit form or other forms like the efficiency and compliance audit. This first type of management audit focuses on high-level hierarchic and corporate managers.93 Additionally, this auditor will focus on the low-level hierarchic responsible, and will not take into account the policy and company’s strategy anymore, but the implementation of those policies and strategies. This form is complementary to the first form as the first one verify the compliance of the policy with the strategy, the second one verifies that those policies the recognized, comprehended, and applied and have the sufficient resources to do so. There is a case where the management auditing is applicable within an international group where the formulation of the strategy must follow a standardized process, the role of auditors is to examine that the elaboration of the strategy complies with the rules of the group. As a result of the management audit, verify that the internal control is applicable and adequate throughout the entire hierarchical axis. 2.3. Compliance audit Compliance makes a lot of problems for the auditors and during the audit, the compliance audit can be described as the first form of audit this type of audit follows. The primitive form of audit, where the auditor makes an assessment of which extent of the business respecting the law,94 regulation, and control standards the IIA performance standards 2210.A3 confirms. The audit mission is therefore to analyze the compliance with rules and report distortions, nonapplications to the manager and provide those causes consequences and recommendations. Nevertheless, with the repeated and recent violations of different laws and regulations, compliance takes an important place and still up to date, particularly in the banking sector. As result, many regulations and laws become more restrictive e.g. Sarbanes-Oxley in the U.S.95 In addition, we can see “regularity audit” the same as the compliance, but the first concern with the internal regulation of the organization where the second verify the compliance with the law and regulation. JACQUES (R), : « Théorie et pratique de l’audit interne » (7th Ed), Prime par l’IFACI, Eyrolles, 2013, PP.52-53 93 94 95 Spencer (K), : « The Internal Auditing Handbook », (3ed Ed), John Wiley and Sons, Ltd, 2010, PP.637 JACQUES (R), Op.cit. PP.49 Chapter Two: The Internal Audit And The Corporate Governance Interrelation From Theoretical Perspective 70 2.4. Efficiency audit 96 When we speak on the efficiency audit, we encompass the efficiency and the effectiveness term at the same time, it would be more convenient referees to the latter as performance audit, but the term of efficiency take his place in practice and language. Efficiency audit assesses method, procedures, and regulation on the contrary to compliance where the auditors give an opinion on the application of the method, regulation, etc. in this form of audit the auditors give their opinion on the quality of the method, procedures, etc. The efficiency audit depends on the corporate culture, wherein large corporation with high growth rate the aim is to eliminate as much as possible obstacles and delaying factors, the efficiency for this organization is a simplification, on the contrary, in an organization with less growth rate the efficiency measured in terms of adhering to rules and regulations. 2.5. Audit classification by function: Since we characterize the internal audit function as universal, which means that, is applicable in international level in all organization no matter what is their form, and in the enterprise-scale audit applies to all functions without exception (depend on the organization needs). Companies’ requirement has led auditors from accounting origin and people coming from different background to specialize in order to offer an excellent service in their specialty, such as: Commercial and supply-chain audit: concern the marketing, sales, transport, activates, audit analyses all other aspects of those function: commercial relations and advertising, customer solvability, quality of shipments, prospect research, etc. IT audit: performed by computer scientist educated about internal audit methodology exercises his audit mission in data centers audit, IT network, etc. Social audit: interested in audit payroll, HR audit, social declarations audit, etc. Organizational audit: it analyses the current context of a structure and gives incentives to put a reorganization in perspective Security audit: verify the compliance in term of security and point out the potential vulnerabilities of the system 96 JACQUES (R), ibid. PP.50 Chapter Two: The Internal Audit And The Corporate Governance Interrelation From Theoretical Perspective 71 Legal audit: verify the legal framework of the entity, the role of the auditor is to rectify any and to determine the legal and fiscal consequences. There are other audits by function; it depends on the size, and the requirement of the organization, to note that all those classifications of the audit by function lie beneath the operational audit. Chapter Two: The Internal Audit And The Corporate Governance Interrelation From Theoretical Perspective 72 Section Three: The Organisation Of The Audit Mission The purpose of the internal audit mission is to examine and identify deficiency than propose a solution, the audit mission varies in terms of duration from a few days to months it depends on the audited topic and number of the auditor. Generally, it can last from four to six weeks if the audit team was from two to four persons and one of them is the audit director. The internal audit mission is to perform in three major phases the planning and the preparation of the audit mission the second one performing the audit (verification) and lastly communicating the audit result (conclusion). Moreover, not regardless of the audited function or the mission type or importance the organization of the audit mission remains the same. The audit mission is divided into two main activities the consultation and assurance as has been given in the internal audit definition; the audit mission is a temporal mission since the permanent work of auditors can be performed only through succession. As result the audit mission can be determined in terms of duration and application field, the application field depends on the object (help auditors to distinguish between a specific mission that has a spatial limit in contrast to general mission) and the function (which can be the uni-functional mission or multifunctional).97 The audit mission is divided into three phases as we said earlier the first two have proximally the same length where the last one shorter. The planning phase is prepared in the office and performed in the field and the second phase is purely fieldwork in contrast with the last one, which is based on administrative work and interaction between the audit team. However, before the internal audit function can lunch any audit mission, it needs some foundation to establish an effective audit function, such as: 98 The internal audit activities organizational charter: the latter defines the audit activities, responsibilities, and authority that position the audit function within the organization The long-term audit plan: which defines the audit strategy, the interaction between the audit work and the organization, the audit objectives, and the organizational needs. RENARD, (J), : “Théorie et pratique de L’audit interne’’ 5th Ed, Eyrolles, Paris. 2010, PP.210 MOELLER, (R)., , “Brink’s Modern Internal Auditing: A Common Body of Knowledge’’, 7th Ed, John Wiley & Sons, Inc., New Jersey, 2009, PP.157 97 98 Chapter Two: The Internal Audit And The Corporate Governance Interrelation From Theoretical Perspective 73 Standard and effective approaches to perform internal audits: which define the audit standards (IIA Standards) and the key competencies 3.1 The preparatory phase of audit activities: Each audit project should be planned before the audit mission and scheduled in the annual audit plan and risk assessment process, the annual plan is requested by the audit committee or the top management this latter would be approved and updated periodically by the audit committee. In response to an unplanned event e.g. fraud, change in regulation, etc. internal audit have to launch audit reviews regularly. 3.1.1 Initial planning and preliminary objective statement The annual plan covers typically covers which activities to perform in a fiscal year, which is a risk-based internal audit planning process that draws the big picture activities list for the internal audit. However, each internal audit mission should have a high-level objective statement or what so-called the preliminary objective and scope statement or “planning memo” which should be approved by the management and is not presented to the audited yet. The palming memo describes what the internal auditor will accomplish, who will perform the review, and the approximate period. After the validation of the planning memo or the preliminary objective statement, the auditor receives the mission order.99 3.1.2 The mission order After the approval of the preliminary objective statement, the auditor had to acquire the authorization to access the necessary information to perform his duty and location and concerned persons “auditee”, since the auditors do not have the right to access it. The mission order100 is the mandate given by the competent authority to the audit structure to carry out an audit mission on such an entity, which specifies the origin of the mission, and its scope based on three principles: the internal auditor cannot engage an audit mission by itself. the decision pf engagement does not belong to him the audit authority is limited in offering to carry out a mission, the second principle is that the mission order must come from a competent authority such as the audit committee or the general management. Lastly, the order mission is 99 Ibid., PP.158 Ibid., PP.160 100 Chapter Two: The Internal Audit And The Corporate Governance Interrelation From Theoretical Perspective 74 an information purpose since it is addressed not only to the audit structure but also to all the audited structure. As result, the mission order had to accomplish to purpose or function, which is the mandate and information function the first one is to assigned and define the audit mission and give the auditor adequate authority to access the needed information. The second one is to inform the audited structure about the mission, although the latter has made a controversy between internal audit professionals. Since they argue that, a surprise audit allows a review to see actual conditions without giving the auditee the benefit of cleaning up records. There certain circumstances where no formal engagement latter is released e.g. the case fraud.101 3.1.3 The preliminary study It is impossible to execute an efficient audit without a prior knowledge of the expected area to be audited (both the structure and the activity or the subject), e.g. we cannot perform an audit of the treasury without knowing the treasury management, and therefore the auditor should have the sufficient knowledge about the profession to be audited. this phrase has multiple objectives, which are: (1) to get a clear vision internal control of the function and its process,(2) help to select the internal audit mission objectives, (3) identify essential problems of the function (4) avoid neglecting important questions, (5) do not fall into abstract considerations, (6) allow the organization the internal audit mission.102 In this phase auditor review the collected document and establish a survey and interview, those activities enable the auditors an audit referential of the audited activity to identify risk and objectives of the audit mission. It is hard to perform the audit mission of activity for the first but fortunately, in general, the audit mission is recurrent and is relevant to the expert auditor. To perform this phase auditor and acquire the needed knowledge about the topic to be audited and the structure, and most importantly the risk of the opportunity to improve the auditor tend to use the activity analysis to better understand the organization and its objective and breaking down the process into auditable subjects. Every subject should have an audit referential, which coupled the objective with the risk.103 101 Idem, PP.170 RENARD, (J), 2010, op cite. PP.217-218 103 SCHICK, (P), EVRAERT, (S), VERA, (J). :« Mémento d'audit interne ». Paris: Dunod. 2007, PP.69 102 Chapter Two: The Internal Audit And The Corporate Governance Interrelation From Theoretical Perspective 75 In this phase, we use different tools such as surveys or questionnaires that the auditor should answer better to understand the domain. Auditors can use Up-to-date documents on operational methods and procedures (flowchart), reports of the department to be audited, and examine the rapport of the previous audit mission. Also in this phase, that we are going to proceed the first interview held by the audit director, those interviews are very important since the success of the mission depend upon them the difference between those interview and other ones. The first is performed prior to the mission where the latter during the mission and those interviews are with the highest-level manager of the audited activity where others performed in the field with the agent. The duration of this phase depends on the subject complexity, the profile, and the competence of the auditors as well as the information and documentation quality of prior audits. Finally, the use of those tools and activities will allow the auditor to acquire the necessary knowledge of the audited domain subsequently this will enable him to establish a mandatory document, which is a risk table or audit referential104. 3.1.4 Risk identification and evaluation According to the IIA’s standards, 2210.A1 in the planning phase auditor should identify and evaluate risks related to the audited activity, identify the probable risk and their significance, and analyzing them. This phase will allow the auditors to establish his audit reference with regard not only to the probable risk but also with regard to the manner of facing them 105 Analyzing the risk is performed in separate sub-subject of the mission subject which socalled a micro evaluation the purpose of the risk assessment during the planning phase is to identify the important areas to be audited. This allows auditors to select the important point to emphasize or neglect depend on the mission complexity, culture, and degree of sophistication of the audit methodology. Some auditors choose a detailed analysis and others choose to neglect this aspect. This choice has a direct impact on the subsequent phases of the “in an abstract” and “in concerto” approaches and they are performed at the fieldwork phase. Those approaches help to identify the risks and elaborate the audit program.106 104 Idem, PP.70 RENARD, (J), 2010. Op cite. PP.233 106 SCHICK, (P), EVRAERT, (S), VERA, (J). (2007). Op cite. PP.74-77 105 Chapter Two: The Internal Audit And The Corporate Governance Interrelation From Theoretical Perspective 76 At the end of this process by comparing the risk to the measures already in place to counter them, the auditor identifies what his or her reference framework should be; the objective to achieve in regard to the current situation. 3.1.5 The audit reference The risk table or the internal audit reference enables the auditor to define the scope and the limit of the investigation and to organize his presentation and conclusion (problems, cause, and consequence). The complexity of the construction of audit reference depends on the mission in some mission we have the audit reference in the audit documents the case of classic mission and other in more difficult in the new or complex mission.107 The first step is to split the activity into elementary steps or operations and the trait it separately, we can spill the activity in chronological order if the process is relatively simple on contrary in complex operation we can use semantic tree division and quality type division following each operation we can have one or multiple finality or objective. The two consist of the first colons of the risk table.108 Then we identify causes that may obstruct the realization of those objectives, this fourth step consist of evaluating the risks from the most damageable to the least generally three levels of classification. After that, identify the control criteria what the auditor should control. Then we identify the impact of those risks in another term what are the consequence if we do not attain the internal control objective. 109 Then we identify the best practices to face those risks, the latter identify what would normally be found to counter the identified risk. We should have a procedure, standards, supervision action, and adequate equipment or qualified personnel. Finally yet importantly, the auditor only states if the identified internal control system exists (yes) or does not exist (no). We only look at the existence of the device and not its operation.110 107 SCHICK, (P), EVRAERT, (S), VERA, (J). (2007). Op cite. PP.78 RENARD, (J), op.cit. PP.235 109 Idem, PP.236 110 SCHICK, (P), EVRAERT, (S), VERA, (J). (2007). Op cite, PP.84 108 Chapter Two: The Internal Audit And The Corporate Governance Interrelation From Theoretical Perspective 77 3.1.6 The orientation report The orientation rapport is a document that synthesizes the audit objective and the risks zone that auditor will examine, define and formalize the lines of investigation of the mission and its limits “the scope”, the purpose of this document is to specify the points that will be analysed during the mission. This document is a kind of contract between the audit service and the auditors the orientation report defines the objectives of the mission under three rubrics: general objectives, specifics objectives, and the scope.111 3.2 Performing the internal audit: In this phase auditor should move to the auditee site, this phase is called “the fieldwork”112, although the auditor could the auditor may not take place at the auditee location. 3.2.1 The opening meeting: “the kick-off meeting” At the beginning of the audit mission, some contacts were made: vesting high-level manager, reviewing the document, etc. Some have argued that opening meeting in the middle of the audit mission and not the beginning; however, this meeting does not label the start of the audit mission but the start of the implantation process. The purpose of the opening meeting is to establish the first contact with all the people involved in the audit before starting work in this meeting we present the audit team member and building trust among auditors and auditees. During the meeting and with presentation support we present a Reminder on internal audit, examination of the orientation rapport the scope the objectives, duration the method used, and the procedures to permit the auditee to make observation and interrogation, audit logistics, and resources, contacts. This meeting necessarily and symbolically takes place at the auditee location113. 3.2.2 The audit work program The audit program is a set of pre-established steps that the auditors will follow to perform their mission, the latter is a tool to enable the auditor to plan, direct, and control the audit mission it is like a blueprint for the auditor. The audit program allows the auditor to specify the step to follow for attaining the audit objectives. It represents the auditor's selection of the best 111 SCHICK, (P), 2007, Op cite. PP.92 MOELLER, (R)., 2009, Op cite. PP.172 113 RENARD, (J), 2010. Op cite. PP.246 112 Chapter Two: The Internal Audit And The Corporate Governance Interrelation From Theoretical Perspective 78 methods for carrying out the work and serves as a record of the work steps affected. Any audit department should have a set of general audit programs prepared for most repeated audit activities114. The audit program has multiple objectives: its contractual document between the auditor and his hierarchy to evaluate the work of the auditors, a planning document that we can assignee tasks to the different members of the mission, and planning the tasks to be executed e.g. PERT diagram. Evaluation document and set the basis for the future mission set the basis for the construction of internal audit questionnaire. The audit program contains the techniques, tools that should be considered for use: traffic diagram, statistical survey, interview, and the task to be done and when it should be done.115 3.2.3 Internal control questionnaire Internal control questionnaire is an internal document that we have already begun to elaborate on since the task division like the risk table the activity division set its basis, the QCI helps the auditors to make the most complete possible observation of each item point to his or her critical judgment. To do this, the questionnaire should contain all the appropriate questions to ask to make a complete observation. Those questions are the audit guide that enables the auditor to execute his program it is an important methodological tool. The latter asses the internal control system through questions about specific functions or organization therefore the QCI should not be general and the questions are necessarily specific. The auditor elaborates the questions in the most precise form possible. These are necessarily open-ended questions.116 The QCI includes five fundamental questions, which allow grouping together all the questions concerning the checkpoints: who – what – where – when – how, the latter gives him the assurance that he has forgotten nothing. It is adding semantic division to sequential division. For each operation catalogued as “at-risk”, a QCI is developed based on the five fundamental questions, which make it possible to identify the elementary tasks from which the internal control questions are deduced. We can refine the questionnaire by splitting the elementary tasks into finer tasks, which are easier to observe, and we can go deep in analyzing them. For each question, the auditor determines the tools to be used to answer them, when and by whom. With 114 MOELLER, (R), 2009, op cite. PP.168 RENARD, (J),2010, Op cite. PP.252-255 116 RENARD, (J), 2010, Op cite, PP.256 115 Chapter Two: The Internal Audit And The Corporate Governance Interrelation From Theoretical Perspective 79 the help of QCI, the auditor will make test and observations in the field, in which it carries out FRAPs and validate them.117 3.2.4 The Audit Fieldwork The actual audit fieldwork should follow the pre-established audit program, during this phase the auditors must answer the questions from QCI, the tools to be implemented are determined in the QCI. The latter range from observation to different forms of test document analysis, data reconciliation, interviews. 3.2.5 The audit evidence The information collected from those test and surveys are called the audit evidence, the latter covers everything an internal auditor review or observe, the internal auditor should gather audit evidence to enable him to perform the audit evaluation a well-constructed audit program will guide the auditor in the gathering phase. The auditor must never base his finding on hypotheses or intuitions; he must have evidence of what he claims, the four quality criteria for that evidence to be proven and valid are sufficient, competent, relevant, and useful. The auditor may encounter the different level of audit evidence and him attempt to use the best available audit evidence here is some form of evidence: physical proof, testimonial evidence, documentary proof, and analytical proof.118 3.2.6 The audit work-papers The internal audit work paper record the evidence obtained during the audit engagement and document the work performed by the auditors and serves as a link between the procedures documented in the audit program and the result of the audit test. The audit work papers document also all the audit work while the audit management reviews and comment on the work. If a step cannot be completed, the work papers must include a statement, which is approved by audit management, explaining the situation. If this condition exists, audit management must consider whether additional procedures should be identified to satisfy the objective of the eliminated audit step. This consideration will be documented in the audit work 117 118 RENARD, (J), 2010, Op cite, PP.258 MOELLER, (R), 2009, op cite, PP.170-171 Chapter Two: The Internal Audit And The Corporate Governance Interrelation From Theoretical Perspective 80 paper. The working papers may variate in forms from a checklist, questionnaire to a note from an interview or focus group. 119 3.2.7 The audit pointe sheet Audit point sheets are used to document the potential audit finding and they are prepared by the audit team who identify the finding. The audit management will examine the latter to determine whether the potential audit finding is valid and should be included in the draft audit rapport or any additional fieldwork should be done to fully develop the finding. All audit point sheets are to be a cross-reference to the audit work papers before the review with the audit management. The point sheet provides a standardized format for developing the potential audit finding120. 3.2.8 The audit preliminary finding sheet “FRAPs” Whenever the internal auditor finds a potential audit deficiency, he prepares a summary of the conditions discovered and potential finding the latter is called an audit preliminary finding sheet, the preliminary findings describe the deficiency and the potential of improvement that were identified in the audit fieldwork phase. The latter is developed through the auditor point sheet or any other internal audit documented finding and observation. These latter ensure that the facts for developing the audit finding rapport are obtained. The content of the preliminary audit finding can vary depending on the requirement of the particular audit mission but generally, there is some element that marks their presence in most of the preliminary audit findings.121 Base on the observation or the finding we can conclude the following element:122 Criteria or referential: describe ideal situation based on contract, document, agreement, procedure, and policies “ the normal situation” 119 120 MOELLER, (R), 2009, op cite, PP.175 https://nanopdf.com/download/chapter-6-conducting-the-audit-engagement_pdf (consulted 5/16/2021 2:36 PM) 121 SCHICK, (P), 2007, Op cite, PP.107-110 122 MOELLER, (R), 2009, op cite, PP.176-178 Chapter Two: The Internal Audit And The Corporate Governance Interrelation From Theoretical Perspective 81 Conditions: give the description of the actual situation briefly and sufficiently to the audit management Causes: it intended to explain when the current situation excites, the auditor should not stop their analysis of the basic cause but should dig deeper into the root cause of the phenomena, establishing a logical link between the causes in the condition. e.g. “Ishikawa diagram” Effect: To explain the negative consequence that could occur as a result of the current condition, the auditor must develop an audit evidence a logical and convincing linkage between the condition and the effect. The latter can be a support to the audit recommendation Audit recommendations: are the counterpart of the causes and they represent a proposition for corrective action to They aim to reduce the gap between the criteria and the condition and prevent the problem to occur again. 3.2.9 The draft rapport the communication phase The potential finding should be discussed by the management of the audited unit during the audit to determine whether their factual or appear to significant, if the findings are minors or procedural the management of the unit can take corrective action at the moment as result they would be deleted or deemphasize in the final report. The field audit team should review all potential findings with the unit's management before leaving the site. This will provide an opportunity for an internal audit to present its preliminary findings and recommendations to local management for feedback and comment. It also gives both parties an opportunity to correct any errors in the preliminary audit report findings before the internal auditor leaves the site.123 123 Ibid, PP.178 Chapter Two: The Internal Audit And The Corporate Governance Interrelation From Theoretical Perspective 82 3.3 Conclusion phase The audit is practically finished the auditor will return to their offices with the working papers and the finding; in this phase validate the audit rapport, which will enable Future surveillance actions. 3.3.1 Validation and cloture meeting The same persons how attended the opening meeting will be present in this meeting is conducted to receive comments from the audited entity on the findings and conclusions presented in the draft discussion paper to ensure the accuracy of the report. The objectives of the meeting are; present and obtain the validation of the finding from the audited, explain the recommendation for the audited, and establish the practical arrangements for the action plan and monitoring mission. During this meeting, two types of challenges may occur 124 : despite the findings: the audit does not provide and evidence of the finding. Secondly, Disputes relating to the recommendations the audit may suggest changing the recommendation and he has the right to do so also the specialist in the subject. As we said earlier, during the meeting, we set the basis for the action plan and this meeting must be the subject of a report incorporating all the remarks on the findings and recommendations. This report is sent to the auditee for approval. 3.3.2 The audit rapport It is the final act of an audit mission, it communicates the conclusions and findings of the mission to the general management and the main managers of the audited area, the latter mentions the deficiency and sets the basis to elaborate the action plan. The final audit report can only be drawn up when the auditees have submitted their written comments if planned during the validation meeting. The rapport has two main objectives: information and communication document that inform the auditee on the area audited and it’s a working tool since the auditee establishes the action plan and performed the corrective actions based on the latter. The audit rapport is consists of three parts the first is a synthase for the manager the 124 https://www.totaltaxaccountants.co.uk/internal-audit (consulted 5/16/2021 4:59 PM) Chapter Two: The Internal Audit And The Corporate Governance Interrelation From Theoretical Perspective 83 second is the project of the internal audit which is then validated finding and recommendation and the action plan125 3.3.3 The action plan The audit structure has neither the authority nor the responsibility to implement the recommendations in the audit rapport, after submitting the audit rapport the responsible of the audited unit are asked to establish the action plan to implement those recommendations. Then, the action plan is sent to the audit structure to be validated and make observations if the plan is partially or completely insufficient then the auditee made the necessary modifications, for each recommendation in the rapport the auditee may express: acceptance, partial acceptance, or refusal. In the case of refusal, the auditee must also provide reasons that the finding and recommendation cannot be implemented as it was validated at the closing meeting. In case of acceptance, the auditee explains he will what and when. Also, for the partial acceptance explain why acceptance is not total126. 3.4 The follow-up phase The auditor seeks to find the outcome of their recommendations so that they can measure the effectiveness of their work and monitor the solutions given to problems in the organization, the term, and conditions of performing such phases differentiate from one organization to another. The internal auditor must be informed of the follow-up to its proposals, which will make it possible to measure efficiency and improve the future audit assignment. To note the internal auditor should participate in the implantation of his recommendation. Within the following, three to twelve months of the establishment of the action plan, formulate an opinion of the quality and the quantity of the ameliorations made.127 There are two opinions on this the monitoring process, on which methods to use; it can be grouped into two main categories: French method: the auditors should perform the monitoring phase and it one of its important roles 125 RENARD. (J), 2010, Op cite. P 195. SCHICK, (P), 2007, op cite, PP.134-138 127 Institute of internal auditors (IIA), (2016), “internal standards for professional practice of auditing internal’’, retrieved from: http://www.theiia.org 126 Chapter Two: The Internal Audit And The Corporate Governance Interrelation From Theoretical Perspective 84 Anglo-Saxon method: The follow-up of recommendations is no longer the role of internal audit. It is up to the hierarchy to assume its responsibilities. 4 The internal audit tools and techniques: Generally, the internal audit tools and techniques presented in the audit process are characterized by: They are not applied systematically, the auditor chooses the tool best suited to the objective, they can be used in multiple areas such as external audit, consultation, etc. and we can use multiple tools simultaneously128. The internal audit tools are divided into two main categories: The Investigation tools are tools to help the internal auditor to formulate questions or answer questions that they have already asked. The Description tools are tools to help the internal to remove the ambiguity and clarify the specificities of the situations encountered. 4.1 The Investigation tools and techniques: Those tools help the auditor to answer the question already exposed and formulate other questions: 4.1.1 The Statistical survey: All the auditors need to know how to make the statistical sampling and it is advisable to adopt a clear policy regarding its use. When examining a large number of transactions or other evidence. Internal auditors frequently misuse the Sampling term. Pulling one or two items from hundreds of documents to review and perform the audit based on this selection is not appropriate an internal auditor should not try to draw conclusions for the entire population based on that limited and random sample. To perform a well-done statistical sampling auditor may follow some steps: understand the population and develop a formal sampling plan with regard to the population, Draw a sample from the population-based on that sample selection plan then 128 RENARD, (J), 2010, op cite, PP.329 Chapter Two: The Internal Audit And The Corporate Governance Interrelation From Theoretical Perspective 85 evaluate the sample with regard to the audit objectives finally conclude an opinion on the entire population based on the sample.129 Even though audit sampling is very useful, an internal auditor must remember that complete information cannot be obtained about a population based on just a sample, whether it is judgmental or statistical. It is only by making a competitive test and following good audit procedures that an internal auditor can obtain exact information. With non-statistical, judgmental sampling, information is obtained about just the item examined130. 4.1.2 Interviews Getting information is an essential part of the auditor's work since the auditor spends a great deal of time gathering facts The starting place for establishing facts is just asking, and here where it lies the importance of interviewing. The simple definition of an interview is talking in a structured manner. According to Dale Flesher, the audit interview is a means of gathering facts, opinions, and ideas, and is, therefore, an important source of evidence. It is a means of interpreting information, and the auditors who have interviewing skills are often perceived as professional. To note that the interview is not dialogue, meeting, conversation and most importantly the interview is not an interrogation. Since the internal auditor is not an accuser or denouncer, the atmosphere of an internal audit interview must be collaborative 4.1.3 Computer-Assisted Audit Tools and Techniques (CAATTs) The CAATT means the use of any computerized tools or techniques to increase the audit efficiency and effectiveness ranging from basic tools such as Word to the most sophisticated systems and techniques as simple as listing the data to matching files on multiple key fields. In many cases, the use of computers can enable auditors to perform tasks that would be impossible or extremely time-consuming to do manually. These three types of audit tools: 131 General audit software: those are some general and useful audit software like word, reference libraries, presentation software, etc. 129 SPENCER. (P), 2010, op cite. PP.909-911 MOELLER, (R), 2009, op cite, PP.200 131 CODERRE, (D)., , “Internal Audit- Efficiency through Automation’’, Wiley, New Jersey, 2009, PP.10-15 130 Chapter Two: The Internal Audit And The Corporate Governance Interrelation From Theoretical Perspective 86 Specialized audit software: specialized audit software has been designed to support auditors in their various activities e.g. Data Access, Electronic Questionnaires and Audit Programs, data warehouse and mining, rapport, etc. Audit management activity software: help the auditor to manage their resources, and monitor the operations of the organization, E.g. Audit Scheduling, Time Reporting, and Billing, emails, and internet. 4.2 The Description tools Among those, we will present some, which are: 4.2.1 The physical observation Physical observation is the most compelling tool used by auditors, to verify the existence of the assets; generally, this technique is used in inventory, tangible investments, cash in hand, and equity and investment security, etc. to establish a well-done observation should not be clandestine. Indeed, the internal auditor must inform the relevant managers of his visit. The general rule of internal auditing is transparency; the observation does not have to be punctual and the observation must always be validated, as it is uncertain.132 4.2.2 The flow chart The main objectives of the diagram have visualized the circulation of documents and accounting records through the deferent processing stage, it a dynamic tool that some present as cinema. The latter makes it easy to understand the operations since it resembles every operation with a symbol and the circulation with a flash. However, the utilization of this technique is very difficult, as result; the internal auditor needs to practice them regularly to master them. The use of the flowchart requires continuous practical training. Nevertheless, the new software of flowchart makes it relatively easy for the auditors. 4.2.3 The narrative Some of the steps in the system are very difficult to describe with the diagram technique, so we use narrative to describe some of the steps, when preparing the narrative the auditors 132 Centre d'Ingénierie et d'Expertise Financière, (CIEF), (n.d.), « Guide d’audit », Vol n°01, PP. 3131-3132 Chapter Two: The Internal Audit And The Corporate Governance Interrelation From Theoretical Perspective 87 must be aware of certain points to enable any to understand those narratives like any other work paper. So the auditor must avoid: do not use a personal abbreviation, establishing narrative without structure, telegraphic draft realized during the interview.133 4.2.4 Task Analysis Grid A task analysis grid is a double entry table that enables us to view the assignments of people or departments. Identify "who does what" and highlight a possible mismatch in the distribution of tasks in a process between people and/or departments (as well as tasks not done).134 4.2.5 The functional organization chart The hierarchical organization chart must be constructed and implemented by the person in charge and the auditor needs to have it communicated. The auditor establishes this chart through information gathering e.g. narration, interviews, and observations. One of the main characteristics of this chart is that the words in the boxes do not bear the names of persons but verbs that denote functions. Moreover, two organizational charts are not the same, because the same person can have several functions as well as being without a function. In addition, the same function can be shared between several people or is not assigned at all. The creation of a functional organization chart helps to enrich his knowledge.135 133 Idem, PP.3109 Idem, PP.3104 135 RENARD, (J), 2010, op cite, p 355 -356. 134 Chapter Two: The Internal Audit And The Corporate Governance Interrelation From Theoretical Perspective 88 Section Fore: Internal Audit as A Mechanism Of Corporate Governance With the recent global mutations that change the corporate environment, the audit function has gained a lot of attention since it ensures that the organizations can achieve their objectives. The capacity of attaining those objectives greatly depends on the quality of the corporate governance system, which the latter also depends on the audit function, since it is one of the powerful corporate governance mechanisms. The audit function could improve the CG quality in four areas: assessment of the internal control system, strategic risk management, and information asymmetry, and stakeholder protection. 1 Internal audit and corporate governance theories; agency theory and transaction cost theory: 1.1 Internal audit and agency theory: As we discussed in the first chapter the agency relationship, occur when there is a contract between agent (which is management) and principle (which are the shareholders) and during this relationship, multiple cost occurs both to the agent and the principle monitoring, bonding, and residual loss. In the relationship between principal and agent, we face the problem of the existence of asymmetric information and risk aversion. Since the shareholders do not have the information that managers possess and do not have the same risk aversion. Initially, the internal audit was not a corporate governance mechanism for the agency theory because of his connection to senior management. However, after the Sarbanes-Oxley act that mandate the BOD to submit a report on internal control and the relationship between internal audit and the Board of Directors and/or the Audit Committee. The internal audit became an important mechanism of corporate governance that help to reduce the information asymmetry by providing an objective judgment on the quality of the internal control. The internal audit should have adequate independence to detect to report errors, even against the will of the auditee. Corporate governance is a set of control systems that aim to improve the relationship between managers and shareholders and act as a safeguard of the Chapter Two: The Internal Audit And The Corporate Governance Interrelation From Theoretical Perspective 89 shareholder's wealth. According to Charreaux,136 the corporate governance is limited to the financial aspect of the organization but all enlarge to cover all its activities, internal audit helps the organization to attain its objective thus protect the shareholder wealth. According to Piot137, the quality internal audit function should logically help to resolve the agency conflict minimize contractual costs and maintain the sustainability of the governance system. In addition, the internal audit role is not just limited to the financial aspect but all the enterprise activities. 1.2 The internal audit and the transaction cost theory As we see previously the transaction cost theory came after the paper of Coase in 1937 in which he stated that it is the presence of market costs of using the market, which explains the emergence of the firm. O. Williamson explores this question further using the concept of transaction cost and considers the firm as a form of organization that reduces the transaction cost and it appears when the market fails to minimize this cost. The firms could reduce the transaction cost better than the market because the firm is recognized for its ability to internalize certain transactions and to carry them out at a lower cost than if they had taken place on the markets. It is for this reason that companies, regardless of their size (large companies or SMEs), have taken into consideration the internalization of their legal audit activities (accounts officer) or the external audit through the creation of the internal audit function this will result from the suppression of the external audit service cost. So it is clear to create an internal audit function within companies is to reduce its costs. It was therefore the concern of savings that led to the creation of the internal audit function in large companies after the 1929 crisis. 2 The role of internal audit in the assessment of the internal control system Many companies have already had an internal control system for a long time. The disjunction of the owner of the management as well as the size of the company has led to an increased focus on the internal control system. Before this separation, ICS has not considered a significant means of control because of the absence of separation between ownership and 136 CHARREAUX (G), : « Gouvernance des entreprises : valeur partenariale contrevaleur actionnaire », Finance Contrôle Stratégie, Vol. 1, N°2, 2000, PP.57-88. 137 PIOT, (C). Chapitre 6 : « Qualité de l'audit, information financière et gouvernance : enjeux et apports ». In : ALAIN FINET éd., « Gouvernement d'entreprise: Aspects managériaux, comptables et financiers » (PP. 203-204). Louvain-la-Neuve, Belgique: De Boeck Supérieur, 2005. Chapter Two: The Internal Audit And The Corporate Governance Interrelation From Theoretical Perspective 90 management. In addition, the owners held the control activities and it was limited to financial control. However, after the economic growth, the company has encountered several obstacles in multiple areas: financial, administrative and organizational, etc., which has led to the review of the importance of internal control for modern management to protect its resources. Nowadays, internal control system occupies an important place within the company, on contrary to the traditional view; Internal Control is viewed in terms of process and take into account all the company’s personnel, ISC became a central element of control due to its ability to ensure the proper functioning of the company and identify and manage risks138. However, this system must be assessed by the internal audit to guarantee its efficiency and effectiveness in the sense that internal audit is the control of control. 2.1 Definition of internal control The institute of internal audit (IIA) defines internal control as:” Any action taken by management, the board, and other parties to manage risk and increase the likelihood that established objectives and goals will be achieved. Management plans organize, and directs the performance of sufficient actions to provide reasonable assurance that objectives and goals will be achieved”139 In 1992, the Committee of Sponsoring Organizations of the Treadway Commission (COSO) released its Internal Control (integrated framework), the latter will raise the likelihood of attaining the organization’s objectives by developing and maintaining an efficient control system. Moreover, it gave the following definition: process, effected by the organization’s board of directors, management, and entity’s personnel, Aims to provide reasonable assurance that the objectives are achieved in terms of operations, reporting, and compliance140. According to the COSO framework of the internal control, the latter helps the organization to attain objectives in the following categories: 138 BENOIT (R), et al : « Les bonnes pratiques en matière de contrôle interne dans les PME ». Cahier n°13 Academia, 2008, PP.17 139 The Institute of Internal Auditors (IIA), “International Standards for the Professional Practice of Internal Auditing (Standards)’’, glossary ,See https://na.theiia.org/standardsguidance/Public%20Documents/IPPF-Standards-2017.pdf 140 FREDERIC (B), REMI (G), LAURENT (R), : « Contrôle interne - Gestion des risques de fraude », 2nd Ed, Maxima, 2008, PP.22 Chapter Two: The Internal Audit And The Corporate Governance Interrelation From Theoretical Perspective 91 Operation objectives: It refers to the effectiveness and efficiency of the entity's operations, including operational and financial performance objectives. Reporting objectives: it refers to the reliability, timeliness, and transparency of both the internal and external reporting and also both financial and non-financial reporting Compliance objectives: it refers to compliance with the applicable law and regulation in which the entity is subject. From those definitions, we conclude that the internal control is not limited only to the financial aspect but it expands to the non-financial aspect of an entity like other operation. Moreover, internal control is a state to be achieved; it is a process, not an organizational function, which means it, is a means to an end, not an end in itself. Moreover, internal control is influenced by people and by their actions at all levels of the organization so internal control is not just about procedures and manuals. In addition, Internal Control does not provide a guarantee because it does not completely achieve the objectives but will provide a "reasonable assurance" that these objectives are achieved.141 To ensure the attaining of the internal control objectives the COSO1 group's fives crucial element and considered necessary for good control which means indispensable element for the well functioning or the monitoring of activity: Control environment: it refers to the standards, process, and structure that establish the basis to implement internal control throughout the organization it represents the culture of the organization (the integrity and ethical values). In addition, it depends on multiple factors the most important is BOD and the top management since they set up “the tone at the top” regarding the importance of internal control. The environment influences the ethical value of the organization, governance, and the competence of personal. It has a major impact on ICS Risk assessment: involves an active and repetitive process of risk identification and assessment for achieving objectives. The risk to achieving those objectives is concerning risk tolerance. Thus, risk assessment establishes the basics of deciding 141 Idem, PP. 23 Chapter Two: The Internal Audit And The Corporate Governance Interrelation From Theoretical Perspective 92 how to manage risk. However, in reality, risks are carried out in an informal manner. Control activities are those actions that are established through policies and procedures that help ensure that management’s instructions reduce the risk of achieving goals. Control activities are performed at all levels of the entity. The latter may be in preventive or detective form and it can manual or automated e.g. authorizations and approvals, verifications Information and communication: information is necessary to carry out internal control throughout the entity and achieve the objectives. The top management generates, uses, obtains information from an external and internal source. Communication is sharing of that information internally and externally. Monitoring Activities: is used to ensure that internal control system with his competent is present and functioning, the latter could ongoing or separate evaluation e.g. hierarchical structures or audit. Briefly, in order to identify the correct control, you must know what risks are present. To know what risks are present, you need to understand what objectives are being sought. Therefore, the ICS is a set of structure and instruction to identify and prevent any anomalies on the entity activity aiming to ensure the reliability of the reporting information, the efficiency of organization operation, and compliance with the regulation and lows. 2.2 The importance of the internal control According to the international foundation of an accountant (IFAC), internal control is a key aspect capabilities. of the organization's governance system and risk management Supporting the achievement of organizational goals and is a crucial element for the creation, enhancement, and protection of stakeholder value. Major organizational failures often result in the implementation of additional rules and requirements, as well as time-consuming and costly compliance work. 142 However, it may ignore the fact that adequate internal control (allowing the organization to capitalize on opportunities while neutralizing threats) can save the time and money of the organization, and promote the creation and preservation of value. Effective internal control can 142 International Federation of Accountants (IFAC), (2012), “Evaluating and Improving Internal Control Organizations’’, PP.4-5, Website: https://www.ifac.org/about-ifac/professional-accountantsbusiness/publications/evaluating-and-improving-internal-control-organizations-0 , consulted (25/05/2021, 19:53) Chapter Two: The Internal Audit And The Corporate Governance Interrelation From Theoretical Perspective 93 also create a competitive advantage, because an organization with effective control may take additional risks. Among the recommendation that was given in the IFAC survey in 2011, the majority of business leaders and managers agreed that on ongoing risk management and control should be a key part of the board of directors mission since good governance starts with tone at the top. for them, the financial crisis demonstrated that in some organizations particularly in some financial institutions risk management and control practices were flawed, the latter did not understand the risk in which they operate and the control practices were only centered on the finance aspect rather than other variables since the most significant risk came from an external source. Moving forward, risk management and control systems should take a wider perspective and should be integrated into management at all the organization levels and across all operations.143 Furthermore, internal control and risk management systems must be better integrated into the overall governance, strategy, and operations of organizations. In addition, the majority of the respondents conduct that international alignment among the various governance, risk management, and internal control guidelines would be very useful. 2.3 The relation between the internal audit and internal control system: The internal auditors have to be concerned about the state of internal control in the organization since it considers being an essential mechanism in the evaluation of the organization’s system of internal control and one of the key elements that ensure the efficiency and effectiveness of the latter. The Sarbanes-Oxley Act of the U.S in 2002, and precisely the section 404144 and with the newly released AS5 standards in 2007 and section 302, internal audit, outside consultants, or even the management team but not the external auditors have the responsibility to review and assess the effectiveness of their internal controls. External auditors are then to attest to the sufficiency of these internal control reviews built and controlled by management. In addition, the internal auditor may act as an internal consultant assisting the International Federation of Accountants (IFAC), (2011),’Integrating the Business Reporting Supply Chain’’, website: https://www.ifac.org/publications/integrating-business-reporting-supply-chain , consulted (25/05/2021 22:40) 144 The United States, (US) (2002), the Sarbanes - Oxley of 2002: Conference report (to accompany H.R. 3763). Washington, D.C. 143 Chapter Two: The Internal Audit And The Corporate Governance Interrelation From Theoretical Perspective 94 management to conduct the internal control statement or by supporting external auditors in carrying out their reviews. The institute of internal auditors (IIA) goes straight to the point in the performance standards 2130145: ‘The internal audit activity must assist the organization in maintaining effective controls by evaluating their effectiveness and efficiency and by promoting continuous improvement.’ The internal audit responsibility with regard to the internal control are: The area of the risk in term of the control objective Defining a program for assessing the area in which it is more vulnerable to risk advising management whether or not controls are operating adequately and effectively recommend the necessary improvement to enhance the internal control system monitoring the audit work to find out whether management has acted on the agreed audit recommendations The IIA standards go beyond and take into account the consultation aspect of internal audit in which the two standard 2130.C1 and 2130.C2146 stipule during a consultation mission must alert any significant control issues and the auditors must use the knowledge that accumulates during the consultation mission to evaluate the organization’s control processes. The internal control evaluation process from an audit standpoint is just an audit mission. However the COSO outline the evaluation process for reviewing internal control in which the evaluator should understand the system design, test key control, and develop a conclusion based on the latter and the COSO give an alternative to this process by what so-called benchmarking. Internal auditors should report any deficiency in the internal control system to those who can take the necessary action. 145 The Institute of Internal Auditors (IIA), (2016),” international Standards for the Professional Practice of Internal Auditing (Standards)”, PP.13 146 Idem, PP.14 Chapter Two: The Internal Audit And The Corporate Governance Interrelation From Theoretical Perspective 95 An effective internal control system (which manages risk and enables the creation and preservation of value) is an integral part of the organization’s governance system. Therefore, an effective internal control system should be sought to achieve the governance objectives (the protection of the stakeholder value) by achieving the control objective and most importantly helping the organization to achieve its objectives. In propose of guarantee the internal control efficiency and effectiveness, internal audit review and assess the internal control. 3 Internal audit role in enterprise risk management (ERM) for good corporate governance Every organization operates to generate value for its stakeholders, but that value can be affected by unexpected events at all levels of the organization and in all activities ranging from basic and regular operation to setting global organization strategy. All these activities are exposed to potential uncertainties or risks. The word risk means possibility that a combination of an event or a functioning mode will affect the achievement of the organization's objectives, as result, there is no risk without a prior fixed objective and the risk is related to an uncertain situation. So the risks are encompassed risk factors which are deficiency in the organization generally are internal factors risk (causes: e.g. deficiency in customers management) and external circumstances or event (event: e.g. client did not pay) the consequences are the result of the combination of the two (e.g. bankruptcy) and affect the achievement of the objectives (e.g. sustainability) 147. The risk is measured by its consequences and probability of occurring. The risk management activity was relevant activity before the 1960s; the risk management was concerned about natural weather-related event protecting the enterprise against major catastrophes such as the risk inheriting the computer system back then since it was stored in one facility those concerns moved to a more general concern about managing a wide range of other business. Companies today face a wide variety of risks and need tools to sort them out to make rational cost and risk decisions; this is the process of risk management. The COSO ERM framework defines enterprise risk management: “Enterprise risk management is a process, effected by an entity’s board of directors, management and other 147 SCHICK, (P), EVRAERT, (S), VERA, (J).2007, op cite. PP.12-15 Chapter Two: The Internal Audit And The Corporate Governance Interrelation From Theoretical Perspective 96 personnel. Applied in a strategy setting and across the enterprise, designed to identify potential events that may affect the entity, and manage risk to be within its risk appetite, to provide reasonable assurance regarding the achievement of entity objectives”148. From this definition, we can conclude that ERM is a process or a set of actions which not a static procedure, and must be implemented by people who are close enough to the risk situation. To add an effective ERM set of processes should play a major role in helping to establish strategies. The concept of “risk appetite” is the degree of risk, at a broad level, that a company and its managers are able to accept in their endeavor to achieve value. ERM provides reasonable but not positive assurance (absolute assurance) on objective achievements no matter the effectiveness of the ERM implanted within the organization. Lastly, the ERM is designed to help the organization achieve its objective, which can be categorized into four sections: 149 Strategic: higher-level objectives, to support its mission. Operational: effective and efficient use of its resources Reporting: reliability of reporting Compliance: commitment to comply with applicable laws and regulations. The difference between the internal control objectives and the ERM objectives is that the control objectives entirely depend on the internal circumstances of the organization where else the ERM can help the organization attaining its objectives with regard to the external event such as strategic and operational objectives. The ERM framework is made of eight interrelated components inspired by the way, in which the manager s run the business and integrated it into the latter. To note that some of those components are also integrated into the internal control framework since internal control is an integral part of enterprise risk management: internal environment, objective setting, risk assessment, control activities, information and communication, monitoring, control activities, event identification.150 The Committee of Sponsoring Organizations of the Tread way Commission (COSO), “Enterprise Risk Management Integrated Framework”, 2004, PP.2 149 Idem, PP.3 150 Idem, PP.4 148 Chapter Two: The Internal Audit And The Corporate Governance Interrelation From Theoretical Perspective 97 3.1 The role of internal in the enterprise risk management For a long time, risk has not been a major topic for auditors, and the international standards for the professional practice of internal auditing did not mandate that from the auditor. It did not until 2002 standard was issued requiring internal auditors to assess risk at least annually. The auditor should assess the risk management process and give an objective opinion on the effectiveness and efficiency of the latter, which will result: the organization’s goals are consistent with the organization’s mission, significant risks are identified and assessed, appropriate risk response are selected with regard to risk appetite, information, and communication in are performed inappropriate manner.151 Nowadays, the internal audit department and an increasing pace have included a specific focus on risk some internal audit departments have even assigned a defined portion of internal audit resources to focus exclusively on the assessment of emerging risk areas.152 To note that the internal audit function has experienced multiple mutations from compliance approach to risk-based approach. The principal role of auditors is to provide objective and independent consulting and assurance this assurance could be acquired using a different source such as an external audit. Speaking of internal audit and ERM, the internal auditor plays an essential in the ERM by providing an objective assurance to the board of directors about the effectiveness of the risk management. Some research has shown that internal audits can create value to the organization in two ways: (1) provide objective assurance that major corporate risks are being appropriately managed, (2) and assurance that risk management and control framework are operating efficiently. The board of directors has agreed on this two-point. To note that any work beyond assurance activities should be considered as consulting engagement and must follow the consulting standards153. The institute of internal auditor (IIA), : “International Standards for the Professional Practice of Internal Auditing (Standards)”, 2016, PP.13 152 TERRY (H), Internal audit ,(n.d.), ”Trends and challenges”, deloitte , PP.54, Retrieved from: https://www2.deloitte.com/content/dam/Deloitte/lu/Documents/risk/internal-audit-trends-challenges_BHI.pdf , consulted (27/05/2021, 12:06) 153 Institute of Internal Auditors - UK and Ireland. & Deloitte & Touche (Organization). (2003). “the value agenda: A detailed study of how and where internal audit adds value”. London: 151 Chapter Two: The Internal Audit And The Corporate Governance Interrelation From Theoretical Perspective 98 The UK and Ireland Institute of Internal Auditors following the COSO publication on risk management have published the key role of the internal auditor to be an efficient mechanism of risk management as well as some prohibition for the latter. Thus the major roles of auditors in ERM are:154 Provide assurance on risk management processes. Provide assurance that risks are properly assessed. Evaluate risk management processes. Evaluate the communication of significant risks. Review the management of major risks The internal auditor may provide consulting services to improve corporate governance, risk management, and internal control. Consulting in the ERM depend on the resource provided to the BOD and the risk maturity of the organization. The auditor consulting in the ERM is highly required especially in the early stages of its introduction to the organization but It probably will reduce over time as the organization’s risk maturity will increase, to note that before performing the consulting activities the internal auditors should adopt the risk-based approach represented by the assurance activities. The following are some of the consulting roles that the internal auditor may take:155 Provide management with the tools and techniques used by internal audit to assess risks and controls Support the introduction of ERM into the organization, using his expertise in risk management and control and knowledge of an organization Provide advice, lead workshops, coach the organization on risk and control and encourage the development of a common language, framework, and understanding. Support managers to identify the best way to minimize risks Coordinate, monitor, and rapport on risks The internal auditor may provide advisory services as long as he/she does not play a role in the actual management of risks, which is the responsibility of management. Since the plan The Institute of Internal Auditors, : “IIA Position Paper: The Role of Internal Auditing in EnterpriseWide Risk Management”. 2009, PP.3 155 Idem, PP.4 154 Chapter Two: The Internal Audit And The Corporate Governance Interrelation From Theoretical Perspective 99 of audit should include the migration of the responsibility to the management team. The rapport has encompasses the role that auditors should not perform, which are the following: (1) Define risk appetite. (2) Define risk management processes. (3) Manage assurance on risks. (4) Define the manner in which should respond to risks. (5) Implement risk control measures on behalf of management.156 3.2 The importance of enterprise risk management in the corporate governance Recently, risk management has become a critical function within good corporate governance. Organizations should first determine and identify all the risks to which they are exposed e.g. social, environmental, financial, and operational risks, and then explain how they can keep them at an acceptable level with risk tolerance and risk appetite. In general, enterprise risk management operates under the direct responsibility of the board. In fact, the board delegates the operation of the risk management to the management team. As we said earlier, risk management helps the organization in the achievement of its objectives and minimizes the risk. Many countries have established codes and regulations to enhance their corporate governance for example King III in South Africa, the Combined Code in the UK, and ASX in Australia.157 All those codes have mandated the organization’s board of directors to provide the shareholders with sufficient and effective information about the risk profile and the policies of risk management, the integration of risk management in the organization business especially the strategic aspect, the assessment of the risk management’s policies and procedure and their efficiency. With this obligation, the internal audit function has to play a crucial role in the process of risk management to develop the efficiency of the risk management within the organization not just providing an independent opinion to enhance the performance of the organization also to provide assurance to shareholders that risks are being managed effectively. Therefore the ERM supports and facilitates the governance process if it was implanted effectively the purpose of the latter is to help the organization to achieve its objectives. And optimize the value of the enterprise, board to approve strategic decisions, establish boundaries, and oversee execution where the senior manager aligns strategy, operation, reporting, etc. to 156 Idem, PP.5 Canadian Securities Administrators (CSA), :“Staff Notice 58-306 2010 Corporate Governance Disclosure Compliance” 2010 157 Chapter Two: The Internal Audit And The Corporate Governance Interrelation From Theoretical Perspective 100 attain mission with regard the value. The ERM infuse a discipline around manager examine opportunities and risks and how should they undertake them, the ERM makes this contribution in three ways: risk management philosophy, risk appetite, and control environment.158 In brief, internal audit has become an essential tool for ensuring the efficiency of ERM. Not only does it identify risks, but it also assures that its risks are properly assessed. The effectiveness of internal audit's role in providing assurance on the ERM process requires highly qualified auditors, who understand at the time the impact of ERM on corporate governance and respect the measures international standards. 4 Internal audit and the problem of information asymmetry As we highlighted earlier, the relation of agency between managers and shareholders will produce conflicts of interest, the latter will affect negatively influence the performance of the organization, one of the main reasons for this conflicts is information asymmetry The latter, appears in economic theory with Akerlof's159 in 1970 with his article on "lemons", The market for the lemons. According to him, information asymmetry occurs in the course of an exchange or contract, some participants have relevant information that the others do not have. Information asymmetry, therefore, defines relationships where one agent has (perfect) information that another does not have (imperfect information). Within the organization the manager is informed than the shareholder, he has a piece of complete information about the financial situation of the enterprise such as information on accounting internal audit report, etc. Information asymmetry appears to be one of the primary causes of conflict within managerial companies. According to Pigé160, the asymmetry of information related to governance appears in three categorize: (1) the asymmetry of information between the shareholders and their representatives (the board of directors). (2) The asymmetry ERM Initiative Faculty and ASHTON (J),: “The Relationship between Internal Controls, ERM, and the Business Model”, Retrieved from:https://erm.ncsu.edu/library/article/the-relationship-between-internal-controlserm-and-the-business-model, 2018, (27/05/2021 18:23) 159 AKERLOF (G).,: “the Market for "Lemons": Quality Uncertainty and the Market Mechanism”, The Quarterly Journal of Economics, Vol. 84, 3rd Ed, 2002, PP. 488-500 160 CHARLES (P). « Relations d’agence, opportunités de croissance et notoriété De l’auditeur externe: une étude empirique du marché français ». 21eme congres de AFC, France, 2000. 158 Chapter Two: The Internal Audit And The Corporate Governance Interrelation From Theoretical Perspective 101 of information between the board of directors and the managers. (3) And another type of asymmetry arises when the shareholders of a company wish to open their capital and make a public offering (the market). These three dimensions are considered to be one of the main purposes of legal audit (Statutory auditor) who aims to reduce these three categories of information asymmetry to guarantee the interest of the owner. Internal audit has not been seen as a mechanism to reduce information asymmetries related to corporate governance, due to its attachment to management. Sawyer defined the internal audit function well when he saw it as the eye and ear of management. However, with the multiple mutations, the business and agency theory of corporate governance in recent year’s internal audit (like other mechanisms) has a fundamental role to contribute to corporate governance. Especially, with the release of deferent low and regulation such as Sarbanes-Oxley Act (SOX) which mandate the BOD to provide a detailed report on internal control, internal audit, which is attached to the board of directors or the audit committee, involves verifying the reliability and fairness of this rapport. As result, the latter contributes to the reduction of information asymmetry between the different stakeholders. According to Godowski161, The internal auditor is therefore required to position himself in relation to the quality of the information produced by the company and which reflects its image. In this way, it contributes to reducing the problems of asymmetric information between management and shareholders. Internal auditor as one of his mission is to provide the management relevant information so that the latter can make strategic decisions based on this information, so the internal auditor plays the role of monitor. In this situation, the audit committee has an important role in supervising circulated information to guarantee their reliability and accuracy to safeguard the interests of the shareholders. The Audit Committee is an operational component of the Board of Directors responsible for overseeing internal controls and financial reporting. Because of this supervisory responsibility, the members of the audit committee must be independent directors. With no connection to the company's management. The existence of an audit committee within the organization enables the auditor to carry out his or her activity in complete independence. The GODOWSKI (C), et al, : « La contribution de l’audit interne au processus de gouvernance de l’entreprise », in Audit interne : Enjeux et pratiques à l’international, Elisabeth (B), (Ed), Eyrolles Edition, 2012, PP.139-154 161 Chapter Two: The Internal Audit And The Corporate Governance Interrelation From Theoretical Perspective 102 Audit Committee aims to ensure that the processes used by management and internal audit, to provide assurance on the quality of financial information are managed efficiently162. The positioning of the internal audit function determines its authority or influence within the company. Nevertheless, its impedance in executing its function and consequently its contribution to corporate governance the positioning of the internal audit function can be situated at two different states: (1) attachment to the senior manager or, (2) to the board of directors or audit committee. In the first case, internal audit is value-adding activity and its primary missions are to provide senior management with relevant information and insights about the risk and internal control system, it is right that this attachment meets the objective of value creation but may increase the problem of information asymmetry between shareholders and management163. The IFACI and IFA recommend that the internal audit function should be attached to senior management in order to ensure operational efficiency and management involvement164, in the second case, when the internal audit is attached to the BOD or audit committee, this attachment help to reduce the information asymmetry between shareholder, managers, and directors. This positioning emphasizes the board's supervisory role by protecting internal audits from the influence of senior management. This attachment allows the board of directors to access essential information on risk management, implantation of strategy by the executives, and anomalies165. However, this hierarchical attachment to the audit committee remains exceptional (3% in the 2009 - IFACI survey). Nevertheless, even when the auditor is attached to the management he should provide the audit committee with all information without withholding or misrepresenting it, and this in a climate of transparency towards the management. Since the latter ensure the reliability of information circulated between management and audit. Concisely, the internal audit is a crucial element in the suppression or at least the reduction of the information asymmetry problem major scandals that affect the global economy in the last century alike Enron and WorldCom have shown the world the importance of integrating internal audit into the process of information production and informing other stakeholders. 162 MOELLER, (R), 2009, op cite. PP.537. SCHICK (P), Vera(J), BOURROUILH-PAREGE(O), (2010), « Audit interne et référentiels de risques », Ed Dunod, Paris, PP. 25. 164 Idem, PP.46 165 Idem, PP.47 163 Chapter Two: The Internal Audit And The Corporate Governance Interrelation From Theoretical Perspective 103 Conclusion chapter two In this chapter, we have the intention to present one of the corporate governance mechanism, which is internal audit; in this chapter, we present the evolutionary path of internal audit and its deferent interpretations overages we provide with that multiple audit generalities, objectives, mission and audit in his different forms to shed the light on this profession. Then we explicitly present the organization of an audit mission in its different phases nevertheless the elements that influence this mission and the role of different enterprise organizations to facilitate the latter, we introduce some of the commune audit tools and techniques, which are used in the audit mission. Finally, we try to match between the internal audit and the corporate governance by presenting the element that internal audit could enhance the corporate governance alike the internal control and risk management, etc. to get some understand of the relation between the audit and governance Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 105 Introduction chapter three After the literature review that we made in the first and second chapter to shed the light on the principle variables of our subject, the corporate governance and the internal audit and their interaction to create at the same a micro and macro sustainable environment. However, create value will never depend on what is in books or what theories stipulate. Moreover, when bringing governance into the discussion their multiple variables to take into consideration, the economic reality and the particular country environment on the micro and macro level will be the first. This guides us to construct this chapter, which is an empirical study to examine and analyze the reality of the interaction of governance and internal audit the role of the latter in improving the corporate governance within our specifics environment and in Algeria companies. In first, we will present the reality and perspective of internal audit and corporate governance in a public Algeria Company which GRTE Sonelgaz through a historical overview of the companies and their main function. Nevertheless, we will present the system governance in the company and internal audit. Following that, we will introduce the different research methodology approaches and the ones that are applied in our study as well as our study design and method, and the reason behind choosing the appropriate method and methodology Finally, the last section of this chapter will be a case study. Through it, we will present the sampling method with that we will set out the statistical test used in the study, and then we will analyze quantitatively the result of the questionnaire, interpret the result and test and validate the hypothesis of our research Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 106 Section One: General Presentation of GRTE 1.1. The Sonelgaz group presentation: Sonelgaz, the successor to Electricity and Gas Algeria (EGA), has been carrying out its public service mission since 1969 and has never ceased to embody the country's dynamics. Constantly evolving to better adapt to its environment, and above all, to better meet the mutation and increasing in Algeria’s requirements, the company continues today to assume its role by actively contributing to the management of major structuring projects that require a national mobilization. After having taken up the challenge of ensuring continuity of service since the country’s independence by courageously taking over after the departure of the colonists. After having accompanied the development plans of the country by succeeding in providing the electricity in the whole territory and developing gas works to reach today a penetration rate of natural gas of nearly 44%. Sonelgaz was able to take up the challenge of the restructuration by adapting to a new economic context translated by the law 02-01 of February 5, 2002, relating to electricity and gas distribution by pipes. Indeed, in its article 165, stipulates that the Algerian Electricity and Gas Company, which retains the name of 'Sonelgaz. Spa', is transformed into a 'holding of joint-stock companies. In addition to the parent company, the Group now has 33 subsidiaries and 6 directly-owned companies. The head office is now mainly responsible for managing the portfolio of shares held by the Group's companies, internal audit, and control. It is also responsible for drawing up and implementing the Group's development strategy as a whole. As a reminder, Sonelgaz's transformation process began in 2004 with the creation of three "business areas": SPE, for electricity production, GRTE for electricity transmission, and GRTG for gas transmission. On 1st January 2006, the process continued with the emergence of four electricity and gas distribution companies (SDA, SDC, SDE, and SDO) and a national electricity system management company (OS). The creation on 1 January 2009 of the engineering company CEEG, the information systems company ELIT and the property management company SOPIEG, as well as the integration of Rouiba Eclairage, marks the completion of Sonelgaz' transformation into a holding company Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 107 1.2. The presentation of the GRTE-Spa company: The Algerian Company for the Management of the Electricity Transport Network "GRTE.Spa”, is a joint-stock company with a share capital of 40,000,000,000 DA, a subsidiary of the SONELGAZ Group, created on 1 January 2004. Under the denomination "SONELGAZ Transport de l'Electricité, GRTE Spa" in accordance with the dispositions of law 02-01 of 05 February 2002 relating to electricity and gas distribution through pipelines. Which introduces the progressive opening of the electricity market, imposes the separation of Transmission, Production, and Distribution activities, and regulates Third Party access to the network. In this regard, in this respect, the Operator has the authorization to operate the transmission of the electricity network issued by the Ministry of Energy and Mines, after the recommendation of the Commission de Regulation de electricity and gas (CREG). 1.2.1. The mission of the company In February 2009, the company's name was changed to "Société Algérienne de Gestion du Réseau de Transport de l'Electricité, denominated GRTE Spa", a joint stock company with a capital of 40,000,000,000 DA. GRTE is responsible for the operation, maintenance, and development of the electricity transmission network, intending to guarantee adequate capacity in relation to transit and reserve needs. According to the law n°02-01 of 5 February 2002. GRTE has a natural monopoly on electricity transmission. This monopoly guarantees it a necessary revenue, which results from the remuneration on the transit of energy, those tariffs are fixed by the CREG and which is identical on the whole national territory. GRTE is responsible for the operation, maintenance, and development of the electricity transmission network, intending to ensure adequate capacity in terms of transit and reserve requirements. GRTE carries out its activities through central departments and six departments of the Electricity Transport Regions: Algiers, Centre, Oran, Sétif, Annaba, and Hassi Messaoud. These regions, through 28 transport services spread over the national territory, ensure local maintenance and direct relations with customers. It consists of an interconnected network in the north of the country with international interconnections (Tunisia, Morocco) and an isolated network in the south. The transmission network is a set of high-voltage lines and substations (60, 90, 150, 220, and 400 kV) equipped with a telecommunications network to monitor, control, and remotely control the equipment. Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 108 The users of the network are power plants, electricity distribution companies, and high voltage customers as well as international exchanges through interconnections. GRTE operates a network consisting of: 31163 km of transmission lines, of which 4758 km is 400 KV 352 substations (including 24 at 400 KV) with a transformation capacity of 64,363 MVA through 866 transformers and mobile cabins A fibre-optic network of 20116 km. GRTE provides transit for the Algerian gas and electricity distribution company SADEG (including industrial customers who are customers of these distribution companies). In 2019, GRTE ensured a transit of 71526.36 GWH and achieved a turnover of 50068.5 billion Dinars for an investment of 29670 billion Dinars. GRTE ambition is to become an efficient electricity transmission operator, actively contributing to the country's economic development programs and acting as a good corporate citizen committed to a process of continuous improvement. Rigorousness, fairness, respect, integrity, and transparency are the values of the company. Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance Figure N° III-01: GRTE in the middle of the electrical grid. Source: made by the student using internal company document 109 Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 110 1.2.2. The company activities The company has three main, which can be illustrated: The exploitation is ensured at the level of the grouped control stations (PCG) by a permanent staff who manages the slave stations (PA) and the mobile stations, equipped with PCs. personnel who manage the slave stations (AP) and the mobile stations, equipped with a remote control-command PC remote control-command PC. The PCGs and APs are visualized by the Regional Control Centres (RCCs) belonging to the Power System Operator, which is in charge of the SPTE. The maintenance work on substation equipment, Power washing work on substation equipment, Helicopter-borne power washing of insulators of power lines, Live working on HV and EHV power lines. Project and development The GRTE plans to develop its network by 2028 by the construction of 22,677 km of lines and 395 electrical transformer stations For an estimated investment amount of 1 095 905 MDA. These achievements will enable GRTE to meet the demand through the development of its line and substation infrastructure in 2027. (see figure 01) Figure N° III-02: the development provision plan of GRTE infrastructure Source: internal company document Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 111 2. The Governance and Internal Audit In GRTE 2.1. The governance of the GRTE: The Sonelgaz holding company (the headquarters): is the owner of the GRTE's share capital, and is responsible for the following main tasks: defining the group's development policies and strategy management of the portfolio of shares and holdings that it holds exercising the power of orientation and control; developing and disseminating management and regulatory guidelines; Exercising the prerogatives of the general meetings of its subsidiaries. 2.1.1. The General Assembly The general assembly is the supreme body where decisions relating to the owner's operational control are taken. It meets once a year in ordinary sessions at the request of the Board, or in extraordinary sessions e.g. acts of disposal such as the transfer of the real estate, the transfer of shareholdings, the creation of securities, as well as sureties. It decides on strategy, investment choices, and annual accounts. The General Assembly has a stronger decision-making power than the Board of Directors, 2.1.2. The Board of Directors The board of directors is a principal organ of the company and is vested with the broadest powers to act in all circumstances in the name of the company; it exercises these powers "within the limits of the company's purpose and subject to those expressly attributed by law to general meetings of shareholders". The board of directors is composed of eight (08) directors where the chief executive officer (CEO) held the responsibilities of the chairman of the organization. The directors are elected by the constitutive general assembly or by the ordinary general assembly. The duration of their mandate is determined by the statutes and may not exceed six (6) years. Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 112 2.2. The internal audit in GRTE: As part of the chairperson and CEO of Sonelgaz group's commitment to promoting the permanent improvement of the organization’s corporate governance, our processes, and our internal control, he shaped the new internal audit function of the group by providing the internal audit charter. Since October 2004, a Sonelgaz Group Audit Department has been created, which operates within all the subsidiaries and functional departments of the group. This department is placed under the responsibility of the Audit Director, nevertheless under the direct authority of the chairman, and the Audit Committee of the group. The principles and operating procedures described in the audit function are the audit objectives with regard to international best practices in this area. 2.2.1. The definition of internal audit in the GRTE-(Sonelgaz) Internal auditing is an independent and objective activity that provides Sonelgaz with reasonable assurance on the degree of control of its operations advises on how to improve them and contributes to creating added value. Using a systematic and methodical approach, internal auditing assesses the processes of risk management, internal control, and governance, and makes proposals to strengthen their effectiveness. Its objective is to assist the company's management in the exercise of their responsibilities. To this end, the internal auditor provides them with analyses, assessments, recommendations, opinions, and information concerning the activities examined. This includes promoting effective control at a "reasonable cost". The implementation of internal audit missions within the Sonelgaz Group must enable the Sonelgaz staff to adopt the audit methodology as relevant in terms of: Stimulation: initiative in the face of opportunities. Simplification: anti-bureaucracy Reliability: protection against unpleasant surprises Delegation: responsibility at the right levels Accountability: ownership of risks Transparency: shareholder confidence Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 113 2.2.2. The Missions and Objectives of Internal Audit function within GRTE (Sonelgaz) 2.2.2.1 The mission of internal audit The missions of the Group Internal Audit, as defined in the decision to create the Audit Department are: To ensure that the various Sonelgaz structures carry out their management and control functions effectively. ensure the reliability and integrity of financial information and the completeness of financial and operational information , to ensure the adequacy of the internal control system the protection and safeguarding of the company's assets (all real and intangible assets) To improve the effectiveness and efficiency of internal control and the fight against fraud to propose and promote an internal audit policy at Sonelgaz ensure that the Subsidiaries and functional departments of Sanelgaz assess and control the risks inherent in their activities Ensure that additional analyses carried out by internal audits and external audits (auditors) are properly used. ensure that internal procedures are defined, communicated, and implemented Verify that employees' actions comply with policies, standards, procedures, and regulations. Ensure that resources are acquired economically, used optimally, and protected appropriately and that strategic decisions made by the Board of Directors or Executive Committee are implemented. Ensuring that objectives are achieved and that quality and continuous improvement are promoted in the organization's control procedure Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 2.2.2.2 114 The objectives of the internal audit function within the GRTE (Sonelgaz) The core objective that the internal audit department should focus on and endeavors to attain are the following: To improve audit procedures and methods to further develop the efficiency and accuracy of audit activities develop and implement a strategy to ensure that audits are carried out effectively and efficiently persevere the development of the staff to ensure that the audit teams have the resources and skills required to carry out its assignments and achieve its objectives, Improve the overall effectiveness of communication with the audit major clients and employees. 2.2.2.3 The Attachment of the Audit Department In the scope of its assurance and advisory activities, the Audit Department reports directly to the Chairman of Sonelgaz. This department is also placed under the authority of the Audit Committee, a body that reports to the Board of Directors on any matter that may require their attention. In this regard, it is the responsibility of the Director in charge of the Audit Department to maintain and develop the skills and expertise of the auditors to meet the requirements of this chart within the framework of the budget approved by the Chairman and the Audit Committee. Note: the composition and prerogatives of the Audit Committee are defined in the Audit Committee Charter. The Audit Committee's role within the Sonelgaz group is to: ensure the independence of the Audit, examine and approve the audit plan, regularly review its implementation, Moreover, examine the implementation of recommendations. Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 2.2.2.4 115 Role and responsibilities of the audit function To succeed in his mission, the Audit Director is responsible for developing flexible audit plans, the Audit Director will establish a strategic plan that will be translated into an operational audit plan, based on an appropriate risk-based methodology, and including the risks or control deficiencies identified by management. This audit plan will be submitted to the Audit Committee and the Executive Committee of Sonelgaz for review and approval, the Audit Director and his team will draw up annual audit plans, including special missions or projects requested by Management and the Audit Committee. During the audit mission, the Audit Director and his team should optimize the utilization of resources. In addition, the Audit Director and his team are responsible for managing the engagement and monitoring the development of recommendations, maintaining a professional audit team with sufficient knowledge, assisting in the investigation of suspected fraudulent activities within the organization. Nevertheless, taking into account the scope of the external auditors and the regulatory authorities, to provide optimal audit coverage for the organization at a reasonable cost. 3. The Organizational Structure of The GRTE-Spa Company The reorganization of Sonelgaz Transport de l'Electricité has been in progress since 2004 when GRTE was created as a subsidiary of the group. The organizational study project was contracted to ACCENTURE consultancy, where all the processes were revised with the following phases: Assessment of the current situation Definition of the framework of the target organization Implementation plan The proposed organization of the GRTE, that was constructed by the entity was examined and discussed by the monitoring committee responsible for validating and improving the organizational proposals recommended by the working group and taking the structuring decisions of the GRTE following the provisions of the decision N 155/PDG/2005 of 13.02.005. This committee examined the organizational drafts during the working sessions dedicated to the subject and provided feedback, suggestions, and strategic orientations that have been taken into consideration and integrated into the construction of the organizational structure of the company Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 116 Key Organisational Aspects of the Proposal The main features of the proposed organization structure are described below: The creation of the patrimony department, which is divided into a patrimony division at the level of the electricity transport regions and whose essential missions are: (1) Physical and financial monitoring of the equipment plan with gap analysis and recommendations, (2) The implementation of a database that takes into account the feedback, analysis, and recommendations, (3) The definition of the maintenance doctrine, (4) Ensure that The maintenance methods are implemented The separation of the operation and maintenance units at the level of the Electricity Transmission Division and the integration, within it, of the procurement and supply. The electrical control activity must be re-established by revitalizing it. This activity will be implemented through the testing and control department in close collaboration with the network monitoring and analysis department who will develop the required solutions The implementation of a similar process at the level of each electricity transmission region, i.e.: an operation and maintenance entity, a customer relations entity, the creation of a telecommunications maintenance entity in the same way as the substations and lines. The establishment of a telecommunications department to develop and deepen the relationship between the prime contractor and the project owner in the same way as the transport activity The creation of a Human Resources Department capable of implementing the human resources policies set by the group and the necessary instruments to ensure that the HR policy is in line with the best practices in HR management. The creation of a Customer Relationship Management Department that will manage: energy transmission, customer relations The implementation of the management and technical audit function according to the decisions taken by the Sonelgaz Group. The following figure will illustrate the final organizational project that was approved and implemented in the GTRE Company: Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 117 Figure N° III-3: the GRTE organizational structure GENERAL MANAGEMENT SECRETARIAT ASSISTANTS: DG/COM/QUAL/HSE/AUDIT/LEG/R.REG/R.EX GENERAL INSPECTION INTERNAL SAFETY DEPARTMENT HUMAN RESSOURCE DEPARTMENT FINANCE AND ACCOUNTANCY DEPARTMENT ORGANIZATION AND SYSTEMS DEPARTMENT CUSTOMERS DEPARTMENT PATRIMOINY DEPARTMENT TELECOMMUNICATION DEPARTMENT DEPARTMENT RESOURCES DEPARTMENT ELECTRICITY TRANSMISSION DIVISION ASSISTANTS: SIE/HSE/GEST/TECH/LEG PROCUREMENT DEPARTMENT MAINTENANCE DEPARTMENT MARKET SUBDIVISION OPERATIONS DEPARTMENT PATRIMOINY SUBDIVISION REGIONAL TRANSPORT DIRECTORATES (6) Source: made by the student using internal company document Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 118 Section Two: The Internal Audit Function Significance In The Corporate Governance Case Study Of The GRTE Algerian Public Company Every scientific research requires certain methods and procedures, in this section we will introduce the Scientifics research methods used in this research, explaining the types of research methods and approach, data collection methods with regard to their validity and reliability. 1 Research Methodology In the following, we will present the different research approach that could have been used in this research to further deepen the investigation in the relationship between corporate governance and the internal audit function. Regarding the selection of the appropriate research methodology to employ, it is important to take into consideration the multiple perspectives or paradigms we may guide the research and its result in alternative methods of data collection and analysis. In our thesis, two approaches could have been employed to collate the data, which are the deductive and the inductive approach. 1.1.1 The deductive approach: The deductive research method assumes that the theory is implicit in the existing literature, and the hypothesis can be derived from the latter. Once hypotheses are established, data are collected to affirm or reject these hypotheses, which will lead to a review of the theory. The deductive method of the research process is guided by the positivist "belief set" 166. Positivist researchers believe that social reality does not depend on the individual, and this reality can be observed and measured (Bryman, 2004) 167. Positivists insist on the objectivity of research and believe that researchers must truly be separated from the observed. researchers must not intervene in the research process in any way, and must not impose their feelings or social opinions on the observers. The positivist approach involves conducting worthless, unbiased research. Positivist researchers focus on explaining human behavior. The quantitative approach derives from positivism, which has a realist focus and is based on the idea of the vision of an independently existing reality that can be described as it is. The 166 167 GUBA, (E). :“The paradigm dialog”, London: sage publication, 1990; PP. 17 BRYMAN. (A). : “Social research methods”. 2nd Ed. Oxford: Oxford university, 2004, PP.17 Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 119 ontological position of the quantitative paradigm argues that objective reality is independent of human perception. It also postulates that the ultimate truth exists and that there is only one truth. Positivism indicates that surveys are the most appropriate way to collect facts and create knowledge which will set the basis for establishing theories. Quantitative positivist epistemology168 also suggests that facts can be dissociated from values. Therefore, researchers can achieve truth insofar as their work corresponds to the facts or the reality of things. Therefore, the dualist perspective views truth as a matter of validity and views validity as the alignment of data with the independent reality that the data represents (Guba & Lincoln, 1994)169. To eliminate the threats to validity, various approaches are prescribed to ensure that values and biases do not influence the results. Research results are regarded as "true" or valid, as long as the prescribed procedures are rigorously followed. In this view, the phenomena of objective reality can be studied in terms of generalizable causal effects that allow for prediction (Guba & Lincoln, 1994)170. Therefore, the objective of scientific investigation would be to measure and analyze causal relationships between phenomena in a value-free framework for generalization, Quantitative methodology can be illustrated as experimental questions and hypotheses are developed, tested, and verified while ensuring that conditions of distortion are met to avoid inappropriate influence on the results. Since objectivity and generalization are the underlying methodological principles, the positivist quantitative approach necessitates the application methods based on statistical analysis and includes structured protocols and questionnaires, mathematical analysis, etc. Nevertheless, it is unrealistic to assume that a given research method will be entirely and truly positive and completely free of value. Considering the case of questionnaires, some subjectivity would inherit the original choice and conduct of the questions. Guba (1990)171, acknowledges that all the systems and paradigms are human; therefore, they are subject to errors and human endeavors. The post-positivist recognize the difficulty in eliminating the bias of the research Guba (1990)172, believes that compared to positivist methods, post-positivism is a less naive method 168 Epistemology : refers to the branch of philosophy that explain the nature of the knowledge in which the knowledge is acquired and validated 169 GUBA, (E). & Lincoln, (Y). : “Competing paradigms in qualitative research”. In DENZIN. (K) & Lincoln (Y). (Eds.), “Handbook of qualitative research“. 1994,PP. 108-109 170 ibid. PP.110 171 GUBA.(E), 1990, Op cite, PP.18 172 GUBA. (E), 1990, ibid., PP.20 Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 120 of research. Post-positivists agree that, although the external reality of the individual exists, it is not possible for humans to fully perceive it and be objective. Post-positivism is an improved form of the positivism paradigm. It recognizes that researchers cannot ignore their beliefs when conducting research, nor can they interject or alter the objects of observation in any way. Postpositivists favor the use of qualitative methods in research but believe that the results of these investigations must be verified in some way. Typically, the results of qualitative methods will be reviewed using other quantitative methods. In an example of a multi-method study, we could use questionnaires and interviews simultaneously to verify the results of each. 1.1.2 The indicative approach: The second research approach, which could have been used in the, is an inductive approach. The inductive approach is less scientific than the deductive approach and implies the construction of a theory as the research progresses rather than through the existing literature. Saunders et al (2000)173 claim that those who pursue an inductive approach frequently criticize the deductive approach for being too inflexible and not permitting alternative explanations to be constructed. Constructivists argue for an inductive research approach. The constructivist paradigm aims to understand human behavior (how people make sense of the world around them). In contradistinction to positivists, constructivists claim that there is no single reality, but that reality is based on how each individual perceives the world according to their culture, background, and social experiences. There are similar elements of reality that are shared between individuals across cultures, but differences will always exist between the two. The positivists tend to focus on explaining why things happen, while the constructivist attempts to understand why things happened. Constructivists promote the employment of deepening qualitative methods, which will enable the researcher to engage with the respondent to comprehend their culture, behavior, meanings, and understandings. The letters assume that research findings will be continually generated as the study progresses, and those results will be continually reviewed as the researcher gains more knowledge. Both ethnography and indepth interviews are suitable research techniques for constructivist researchers, as they provide the researcher with close contact with the participants. 173 PP.89 SAUNDERS, (M). Et al : “research methods for business students”, 2ndEd, London: prentice Hill. 2000, Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 121 While the existence of permanent contrast between the positive and constative approach that guides the research, Bryman (2004)174, from the technical school, advises against the risk of falling into the gap between specific paradigms since more research is being “fused”. Interpretivism is an approach that came as a reaction to the predominance of the positivism approach. It rejects the single, verifiable reality that is fully independent. The latter approach peruses an ontology where there no foundationalism which means neither adopting permanent nor unvarying standards in which the reality is universally validated. Indeed, interpretivisms claim that reality is multidimensional and socially constructed where the truth and reality are created not explored, for them it is impossible to get the completed reality, as it is always dependent on our sense. The epistemology of this approach is subjective where external reality is constrained to the individual observation, which is based on and depends upon the individual background, culture, etc. the interaction between individuals and society will lead to the description of social phenomena. Moreover, researchers are part of the social reality that is observed in this context any observation or interpretation of one phenomenon does not imply that is more favored or correct that another since multiple observation will bring different perspectives and standpoint to the one phenomena, which will strengthen and enhance the knowledge perceived from the latter. The goal of this approach rather than discover universal, contextual, and value-free knowledge or truth is to try to understand individuals’ interpretation of the social phenomena, which they interact. This concept of knowledge is an inevitable corollary of the Interpretivism approach ontology. If one believes in multiple socially constructed realities then different people will approach these realities from different angles. The methodology of this approach requires the understanding of social phenomena through the eyes of the participants, not the researchers. In addition, the goal is to understand the context of the phenomena0 the Interpretivism tends to collect qualitative data from the participant over a longitude period then analyzing them thus, it is indicative of which opposite of the deductive approach. As result, the research identifies the hypothesis before starting data collection, then conducting the data collection process then analyzing the predetermined hypothesis. Interpertivits use the inductive approach because they claim that theories are driving by data 174 BRYMAN. (A), 2004. Op. Cite. PP.454 Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 122 collection instead of the force of the research. Moreover, there some examples of data collection alike open-ended interviews, observation, and documents. The interpretive paradigm has been criticized as soft, unable to produce a theory that can be generalized and the participation of researchers and participants has led to a lack of objectivity. Although there some complex social phenomena that should be explored through an explanatory paradigm. 1.2 The current research design The research design can be seen as the structure of the research. The “glue” and the framework that binds all the elements of the research project together. In brief, it is the plan for the proposed research. The research design is the concrete side of the plan, the structure and strategy, and the investigation to ensure the tracking of problems and control of variance. Good quality of the latter will help the reader in understanding the study. It combines the ways, methods, and means used by the researcher. However, the study established in this thesis is all about a social science phenomenon, particularly happening in the corporate world; generally, the approaches that are pursued in social phenomena are scientific by nature. The authors observe the existence of a relationship between corporate governance and the internal audit function, which leads to the formulation of a hypothesis. Then, objectively explore them. In this thesis, we could employ different strategies and approaches to investigate the role and the impact of internal audits on corporate governance. For example, under the interpretive approach, we could perform interviews with auditors and administrators to collect qualitative data and investigate the role of internal audits on corporate governance. Since in this approach auditing is seen as a socially constructed practice since it is more than technical practice in nature, to clarify more the audit should give professional judgments the letters should be appropriate, sufficient, and following the audit best practices to guarantee that audit have high quality. However the terms “appropriate” and sufficient” are somehow subjective. The constrictive approach claim that there is no subject to be studied without the participation of the researcher and following this approach you should have a certain level of competency. However, the most appropriate positivism, which is deductive and scientific in nature. In this thesis, the study was conducted in two separate phases. The first one is litterateur’s reviews and documentary studies to identify the theoretical framework of both the internal audit and corporate governance and this first step help also in formulating the thesis question and Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 123 hypothesis. Moreover, the second stage was for the data collection to explore research questions and validate hypotheses since we follow the deductive method. 1.3 Research method In the light of what we have been discussed, we choose the survey in form of a self- completion questionnaire as the most appropriate method for collecting data in the current research, with this survey hypothesis can be validated since we could get a large sample size consequently there is a greater chance that trend and coloration will appear. Positivists also believe that there is less chance of bias when using this method instead of interviews because the questionnaire is presented to each respondent in the same way, and it is almost a value-free investigation since respondents are not influenced by attitudes. However, we recognize that when using the method, there will be no opportunity to obtain in-depth information. The survey is one of the most practical strategies used in business and management research’s since it enables the collection of a large amount of data from a substantial sample economically, Robeson (1993/)175 outlines the main feature of using the survey: The selection of the sample of individuals from well identify population Gathering a small amount of data in a standardized form from a relatively considerable sample According to De Vaus (1986)176, the survey provides a structured and systematic method of data collection aiming for exploring the relation and the correlation between two variables. Furthermore, directed by the positivism approach, a self-completion survey would be the best form or method since we do not have any influence on the respondents and no direct contact to illustrate the questions, and speaking of the question, we emphasize on a close-ended form of questions with this there is no room for individual interpretation of the result. Although, we are following the positivist approach some element of the questionnaire would seem in contrast with the latter approach, as the objective is to study the role of audit in corporate governance, and using the Likert questionnaire will enable the respondents to express their attitude toward the audit and governance in their enterprise. Moreover, as we said we are employing close-ended questions to limit the expression of the attitude. Following this, we will 175 176 Robeson, (E). ;”Real world research”. Oxford: Blackwell. 1993,PP. 124 De Vaus, (D). : “Survey in social research”, London: Allen and Unwin. 1986, PP.03 Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 124 analyze the survey using the quantitative method while the research is deductive and scientific in nature some elements of the interpretivism approach will appear. In our research, we choose to go with the quantitative method as our investigation and analyzing method to explore the impact of the internal audit faction on the corporate governance whit in public Algerian company. As result, we should identify our research variable in the following. 1.4 Study variables Many research projects frequently use the variable term which measurable factor throughout an operational process, in our research, we have two types of variable independent and dependant variables. The dependant variable: The dependant variables are the variables that are affected by the independent variables which means it the consequence of the latter in our thesis the dependent variable is the corporate governance in it decomposes in three axes which are the information asymmetry, the risk-averse, and the opportunism The independent variable: The independent variable is attendance, which means that is an active variable, that when manipulate its value will affect another variable, which is the dependent variable. In our thesis, the independent variable is the internal audit, which decomposes into three axes: the protection of the stakeholders, the reduction of the information asymmetry, the improvement of the enterprise risk management system 1. The first axis: the reduction of the information asymmetry by the audit function; the axis is resolved into that element: Help by providing reliable and truthful financial statement and ongoing concern opinion Provide clear and relevant information to the board of directors and the audit committee helping them in the objective fixing process Give enterprise personal’s adequate information about enterprise activities, conditions, and well-functioning Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 125 Give assurance to the stockholder and financial providers about the financial condition of the enterprise Helping in reducing the information asymmetry between manager and shareholders and between the entire stakeholder in general (board of directors, audit committee, personals, etc.) Reducing informational asymmetry in all the enterprise function not only within the finance and accountancy function 2. The second axis: the enhancement of the enterprise risk management system by the internal audit function; the axis is resolved into that element: The internal audit function has a reasonable equilibrium between the consultation and assurance activity when performing the audit on ERM The internal audit guarantees consolidation of the reporting and the communication of risk internal audit help to develop the ERM framework adaptive to the enterprise environment and culture internal audit may give an assurance on the evaluation of risk internal audit communicate the results of the rapport on the risk management to the BOD or the audit committee internal audit helps the management in aligning the risk appetite and the enterprise strategy internal audit may support management to identify the way to minimize risk and enhance risk responses internal audit communicate the results of the rapport on the risk management to the BOD or the audit committee internal audit of the risk management process and procedures and their efficiency and effectiveness 3. the third axis: The role of internal audit in enhancing corporate governance by reducing the problem of information asymmetry; the axis is resolved into that element: Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 126 the internal audit can give an assurance on the right of organization personal by the application of adequate regulations other functions in the company can use internal audit reports to improve their performance internal audits help enterprise employees in mastering their work by developing new techniques and knowledge internal audit function can facilitate the work of the external/legal audit the internal audit consultation service can facilitate the work of the senior manager The internal audit can facilitate the work of the audit committee and the board of directors by providing adequate assurance and guarantee. 2 Presentation of a quantitative survey The basis of the current study is similar to any study in management and commercial studies scientific and more deductive in nature, after reviewing literature research hypotheses have deduced that data was collected and analysed quantitatively. In this section, we will present the sampling and the data collection method as well as the data analysis and survey result 2.1 Outline the current research process: We will present the sampling and the data collection method, as well as we will present some of the statistical tools that we will use to conduct the data analysis 2.1.1 Sampling and data collection methods To validate our hypothesis which is based on the role of internal audit in corporate governance. Our hypothesis is resolved into three elements, which are the audit and the risk management system, information asymmetry, and the protection of the stakeholder we chose an Algerian public joint-stock company which have a governance framework, which is GRTEspa nevertheless the latter, promote the audit activity. To get the optimum we mainly focus on former auditors, inspectors, and administrators how are in correspondence with the audit, control, and inspection activity. The letters have been chosen from four (04) different departments, which are human resource, finance and accountancy department, quality department, and central inspection. Those departments perfume internal control and inspection in a periodical and regular manner, as well as the latter, Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 127 encompasses of former internal auditor. Moreover, the majority of the sampled population has at least five (05) years of experience. To note that some of the sample population do not perform directly internal control, audit, and inspection but they planify or participate indirectly in the mission and they acquire sufficient knowledge in the domain of audit, internal control, and inspection and all the four (04) department have to contact external auditor since they were be audited in annual basis. An important note with the new reorganization many of the sampled population have acquired the status of internal auditor. The data collection was conducted by a self-completion questionnaire; the study sample consisted of forty (40) respondents from the sampled department that introduce earlier fifty-one questionnaire (51) were distributed to those departments. Seven (07) of the questionnaire were not recovered, two (02) were recovered later (after conducting the statistical analysis of the study), and two (02) were found to be biased (either by do not respect the model proposed or by not fully felling all the requested questions e.g. gender, age, etc.). Out of fifty-one (51) questionnaires distributed, 40 were used in the statistical analysis, and the accepted and registered response rate was 78.43 %. Table N° III-1: Statistical information about the questionnaire applications. Questionnaire Cases Number Rate Number of the distributed questionnaire 51 100% Number of the unrecovered questionnaire 7 14% Number of the biased questionnaire 2 4% Number of questionnaires received after the duration 2 4% Number of the analyzed questionnaire 40 78% Source: Made by the student using MS excel 2.1.2 Questionnaire presentation The questionnaire we constructed is based on our thesis problematics and subject, which are on the role and impact of internal audit on corporate governance within public Algerian companies. The questionnaire is self-completion as we said in the form of a Likert scale Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 128 questionnaire, which will enable us the maximum value-free data following the positives and deductive approaches. The questionnaire is encompassed of two (02) main parts: the first one to identify the sample and the second for collecting data for validating the hypothesis. The first part: Provides questions about the basic characteristics of the sampled population, such as age, gender, Year of experience, Level of education, socialprofessional position, specialty, and profession, etc. The second part: consist of thirty-two (32) item were included and divided into four (03) main axes, which are as follows: 1. The first axis: the role of internal audit in the enterprise risk management system to enhance corporate governance. This axis comprises fourteen (14) items. 2. The second axis: the role of internal auditor in resolving the information asymmetry problem This axis comprises nine (09) items 3. The third axis: the role of internal audit in protecting and promoting the right of the stakeholders. This axis comprises nine (09) items We have chosen a self-completion questionnaire, which contains close-ended questions. In addition, the best form of a questionnaire, which acknowledges the first two conditions, is the scale form questionnaire. Moreover, precisely Likert scale form, which is an Attitude Scales type, which measures the individual predisposition toward a phenomena or an event Respondents, express their level of agreement or disagreement with a variety of statements (varying from Very Strongly Agree to Very Strongly disagree) about phenomena or event. The construction of Likert (or Likert Type) scales is rooted in the purpose of research. The Liker scale is simple to construct and likely to produce a very reliable scale. In addition, from the perspective of the participants, it is easy to read and complete. In our thesis, we choose to go with a systematic Likert-type scale which means that the position of neutrality (neutral/do not know) lies exactly in the middle of the two extremes of strongly disagree (SD) to strongly agree (SA). It gives the participant the independence to choose any answer in a balanced and symmetrical manner in both directions. Which is known as a symmetrical scale.177 We choose the five pointe (05) scale rather than seven (07) or ten Joshi, (A), et al, (2015). “Likert Scale: Explored and Explained”., British Journal of Applied Science & Technology, PP.397-398 177 Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 129 (10) points since the latter is a variant of the first one and gives more independence it would be more confusing and complicated to some respondents. Many scientists have argued that the number of response option do not affect reliability and validity. The following table will indicate the different Likert response labels on a five-point scale. Table N° III-2: Likert response labels Response Strongly disagree neutral agree disagree degree 1 Strongly agree 2 3 4 5 Source: made by the student using EXCEL We aim to measure response patterns by assigning points or degrees ranging from one (01) to five (05) to the response option, where five (05) is given to the answer (strongly agree), in the case where the items are favorable to a set of statements of research study’s hypothesis. The answers (Strongly disagree) are given the degree (1) when the items are unfavorable. In most cases, it does not affect the result if we approach parametric or non-parametric tests when trying to analyze the data of the Likert survey. Parametric test stands for approaching continuous data analysis to the Likert data where non-parametric is assuming that the Likert data is ordinal and discrete and in this assumption we cannot also use mean and standard deviation and orientalists suggested to use the median and interquartile range or mode. Since the mean of strongly agree and agree is agree and half. Cario (J) suggests that all the true scales must necessarily include multiple questions on a given topic whose summative score reflects the scale or measurement and content that a minimum of six (06) items is necessary to create a reliable scale that measures. In addition, the individual items in the scale are not independent or autonomous and they should be connected to yield a unified result. To determine the cell range we should determine the minimum and the maximum length of the five (5) point Likert type scale, the range is calculated by (5-1)=4 then divided by five as it is the greatest value of the scale (5/4)= 0.80. Afterward, number one, which is the least value on the scale, was added to identify the maximum of this cell. The length of the cells is determined below: Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance From 1 to 1.80 represents (strongly disagree). From 1.81 until 2.60 represents (disagree). From 2.61 until 3.40 represents (neutral). From 3.41 until 4.20 represents (agree). From 4.21 until 5.00 represents (strongly agree) 130 When determining the center of the Likert scale we should take into consideration the margin error and the confidence level. We disturbed the questionnaire to (51) person and we get an accepted sample size of (40) and with a confidence level of (95%), we get a margin of error of (7%). Therefore, our Likert center should be [2.79 to 3.21]. However, for convenience reason we apply the empirical center which three (03) as our Likert scale center: A mean of response contained between [1-2] is considered to very low (approbation) A mean of response contained between [2-3] is considered to be low (approbation) A mean of response contained between [3-4] is considered to be high (approbation) A mean of response contained between [4-5] is considered to be very high (approbation) 2.1.3 Reviewing the questionnaire: In reviewing our questionnaire we measure and assess the reliability and validity of the questions or items, our first was a face validity with our thesis supervisor, who is competent and familiar with the topic after evaluation; the draft questionnaire had multiple changes to guarantee that questions capture the topic. The questionnaire was disturbed in three languages. For ensuring that the survey does not contain language errors or misleading expressions we resort to people how are competent in those specific languages (Arab, French, and English). The questionnaire is available in the appendices in English, French, and Arabic, to obtain the maximum number of answers. 2.1.4 Reliability test of the questionnaire To test, the reliability of the questionnaire the Cronbach’s alpha is one of the most common measures of internal consistency or reliability of the questionnaire. It is most commonly used in multiple Likert questions in the survey that form a scale, which determines the reliability of the scale. The reliability of the questionnaire is defined as giving the same result from a survey that will be redistributed more than one time in the same circumstances and conditions. In other words, the reliability of the questionnaire means the reliability of the results, there is no change Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 131 of results in a significant way if it will redistribute them on a sample several times and in a precise period. For measuring the inter-rate reliability, we could use Cohen’s (k) kappa. However, in our study, we will just use Cronbach’s alpha. The Cronbach’s alpha for a questionnaire using IBM SPSS, the Cronbach’s alpha value ranges from zero (0) to one (1), with the higher value we can indicate greater internal consistency, in social science we accept a value that is less than (0.7) and greater than (0.6). Table N° III-3: reliability statistics Case Processing Summary Cases N % Valid 39 97.5 Excluded* 1 2.5 Total 40 100.0 *. Listwise deletion based on all variables in the procedure. Reliability Statistics Cronbach's Alpha Cronbach's Alpha Based on N of Items Standardized Items 0.810 0.814 32 Source: made by the student using IBM SPSS result We can form the above table, which measures the total inter consistency between all the items of the survey (32), that the Cronbach's Alpha value equal to (0.810) that it is approaching one (1), and it is greater than (0.7). This means that the questionnaire is characterized by reliability according to the Alpha Cronbach coefficient. Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 132 Table N° III-4: reliability statistics for axis 01 Reliability Statistics Cronbach's Alpha Cronbach's Alpha Based on N of Items Standardized Items 0.851 0.852 14 Case Processing Summary Cases N % Valid 39 97.5 Excluded* 1 2.5 Total 40 100.0 *. Listwise deletion based on all variables in the procedure. Source: made by the student using IBM SPSS result This table summarizes the first axis, which contains (14), items, the result shown in this table are the Cronbach's Alpha value equal to (0.851) ≥ (0.7), and approach one (01). This means that the first axis is reliable and inter-consistent according to the Alpha Cronbach coefficient. Table N° III-5: reliability statistics for axis 02 Case Processing Summary Cases N % Valid 40 100.0 Excluded 0 0.0 Total 40 100.0 Reliability Statistics Cronbach's Alpha Cronbach's Alpha Based on N of Items Standardized Items 0.715 0.727 Source: made by the student using IBM SPSS result 9 Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 133 This table provides a summary of the second axis, which contains (09) items, the result shown in the above table is Cronbach's Alpha value, which is equal to (0. 0.715) ≥ (0.7), and approaches a (01). This means that the first axis is reliable and inter-consistent according to Cronbach's Alpha. Table N° III-6: reliability statistics for axis 03 Case Processing Summary Cases N % Valid 40 100.0 Excluded* 0 .0 Total 40 100.0 *. Listwise deletion based on all variables in the procedure. Reliability Statistics Cronbach's Alpha Cronbach's Alpha Based on N of Items Standardized Items 0.599 0.545 09 Source: made by the student using IBM SPSS result In the above table we at the Cronbach's Alpha in the third axis, which include (09) items in this axis we see that the Cronbach's Alpha value equal (0.6), which is accepted but we say that reliability of the questions in this axes acceptable reliability but a good level of reliability and inter-consistency like the first two axis’s. However, we could summarize the above in the following table: Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 134 Table N° III-7: a summary of the Cronbach's Alpha results N° Axis Reliability Number Of Number of (Cronbach's Items excluded cases Alpha value) 01 Axis 01 14 01 0.851 02 Axis 02 09 00 0.715 03 Axis 03 09 00 0.599 Total 32 01 0.851 Source: made by the student using IBM SPSS result From the results presented in the table, we see that the value of alpha Cronbach’s coefficient is high, and it ranges between (0.599) and (0.851) respectively for all the axis of the questionnaire. Thus, the value of the alpha for all the sub-sections of the questionnaire is (0.878), which means that the coefficient of consistency the reliability is high. Therefore, our questionnaire will be finalized as it is in the annex We have therefore confirmed the reliability and stability of the questionnaire intended for the study, which makes us confident of the credibility and validity of analysis of the results to answer the study questions and to examine their hypotheses. 2.1.5 The statistical method used in the study After the collection of the distributed questionnaires, we choose to analyze our data by Statistical Package for Statistical Package for Social Sciences [SPSS], which is used in a variety of statistical analyses, which includes data completion, preparation, graphics, modelling, and analysis. It is widely used in social studies as our studies one of them we choose it over other product. Standard deviation: measures of how to spread out values from their mean The variance: show the average square of the deviation between the mean value and individual mean Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 135 Standard mean error: These are the approximate differences between the sample mean and the population mean Mean:: is the average mathematical average value of a set of data Frequency and percentage: measures the count of the number of times that variable occur Cronbach's Alpha: to determine the stability of the questionnaire items and intercorrelation 2.2 Contingency tables: show the relationship between two or more variable The z score test: testing the normality using skewness and kurtosis The Kolmogorov-Smirnov: test the normality for large sample Shapiro Wilk test: the most appropriate test for normality One sample T-test: used for hypothesis testing Data analysis and interpretation The data analysis the interpretation of the data collected will be devised into stage the first one is analysing the characteristics of the sample then analysing the responses, interpreting them, and hypotheses test. 2.2.1 The statistical description of the selected study sample in terms of personal characteristics We will analyse the current sample members based on their characteristics 2.2.1.1 Distribution of sample members by: Gender Table N° III-8: distribution of the respondents by: sex Gender valid Valid missing Frequency Percent Valid Cumulative Percent Percent female 17 00 17 42.5% 42.5% 42.5% male 23 00 23 57.5% 57.5% 100.0% Total 40 00 40 100.0 100.0 Source: made by the student using IBM SPSS Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 136 Figure N° III-4: distribution of the respondents by: sex Source: made by the student using IBM SPSS The above table and the graph shows that the number of male In the sampled population is greater than female where the percentage of a male is (57.5%) and a number of (23) male whereas (42.5%) of the population sample are female with the percentage of 17female. However, these differences are insignificant in our research although the differences by themselves are insignificant since the female and the male approach (50%) of the sample. 2.2.1.2 Distribution of sample members by: Age Table N° III-9: distribution of the respondents by: Age ages Frequency Valid Percent Valid Cumulative Percent Percent 20-30 year 5 12.5 12.5% 12.5% 31-40 year 20 50.0 50.0% 62.5% 41-50 year 7 17.5 17.5% 80.0% plus de 50 8 20.0 20.0% 100.0% 40 100.0 100.0% year Total Source: made by the student using IBM SPSS Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 137 Figure N° III-5: histogram shows the distribution of the respondents by Age Source: made by the student using IBM SPSS Ages for the sample are variating from (20) year to above (50) year and there are four (04) categories of age, we see from above the most dominant category of age is between (31-40) year where (50%) of the respondents are located. (12.5%) of respondents are under the age of (31) year. (37.5%) of respondents are above the age of (40) where (17.5%) of them are between (41-50) years and (20%) of them are above (50) years. The following table will show the differences in gender by age categories where we see that the male number is greater than the female number in two categories between the 41 and the 50 years, and above the 50 years, where else there are no significant differences in other categories Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 138 Table N° III-10: the distribution of respondents by age and gender Sex * Age Cross tabulation Count Age Sex Total 20-30 31-40 41-51 plus de 50 female 3 10 2 2 17 male 2 10 5 6 23 5 20 7 8 40 Total Source: made by the student using IBM SPSS 2.2.1.3 Distribution of sample members by: Educational Degrees Table N° III-11: the distribution of respondents by their educational backgrounds educational degrees Frequency Percent Valid Percent Cumulative Percent Valid doctorate - - - - engineering 2 5.0% 5.0% 5.0% bachelor 24 60.0% 60.0% 65.0% magister 1 2.5% 2.5% 67.5% master 5 12.5% 12.5% 80.0% High school 8 20.0% 20.0% 100.0% 40 100.0% 100.0% education Total Source: made by the student using IBM SPSS We see from the above table that the majority of the respondents have bachelor’s degree (license) with a percentage of (60%) or (24) respondents, magister is the least apparent in the sample. with one respondent and a percentage of (2.5%). We have (05) respondent who has a master degree (12.5%) and eight (08) that are secondary degree (20%) and two (02) ingenerate (05%). Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 2.2.1.4 139 Distribution of sample members by: Years of Experiences Table N° III-12: The distribution of respondents by their Experience Professional experience Frequency Percent Valid Percent Cumulative Percent Valid less de 5 years 5 12.5% 12.5% 12.50% between 5-10 10 25.0% 25.0% 37.5% 25 62.5% 62.5% 100.0% 40 100.0% 100.0% years above de 10 years Total Source: made by the student using IBM SPSS We see from the table above, that only (12.50%) or (05) of respondents have then less (05) years of experience where else (87.5%) of respondents have at least (05) years of experience and there are (10) respondents who have between (05) and (10) years of experience. Nevertheless, the most dominant category is the above (10) years of experience where (25) of respondents have at least (10) years of experience. Which provides more reliability to the answers. 2.2.1.5 Distribution of sample members by: profession Table N° III-13-: The distribution of respondents by profession and department profession and department Frequency Valid Finances and Percent Valid Cumulative Percent Percent 15 37.5% 37.5% 37.5% central inspection 7 17.5% 17.5% 55.0% Quality 1 2.5% 2.5% 57.5% human Resource 17 42.5% 42.5% 100.0% Total 40 100.0% 100.0% accountancy Source: made by the student using IBM SPSS Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 140 Figure N° III-6: histogram demonstrates the distribution of the sample by profession and department Source: made by the student using IBM SPSS The figure and the table above shows that (42.5%) of the sample are from the human resource department, following that 15 respondents are from the Finances and accountancy department with a percentage of (37, 50%). central inspection has consist (17.5%) of responses where (07) respondents belong to the latter. The quality department consists of one person, which is the CEO assistant at the same time the percentage is (2.5%). The significant deference’s in the distribution of the sample, which from the original distribution of the organigram where some department has more personal than others is. Nevertheless, our goal is was to get responses from, experienced people or individuals on how to carry out an audit/ inspections/control mission. E.g., the quality department responsible is at the time the CEO assistant, which had significant experience related to our thesis’s subject. Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 2.2.1.6 141 Distribution of sample members by: internal audit/control/inspection mission Table N° III-14: The distribution of respondents by who to carry out an internal audit/control/ inspection mission respondents who carry out an internal audit/control/ inspection mission Frequency Percent Valid Percent Cumulative Percent Valid no 21 52.5% 52.5% 52.5% yes 19 47.5% 47.5% 100.0% Total 40 100.0% 100.0% Source: made by the student using IBM SPSS The table above shows that (47.5%) of respondents engage in an internal audit/control/ inspection mission with (19) respondents. The rest of the sample which is (21) with a percentage of (52.5%) do not carry out an internal audit/control/ inspection mission but they had courses and internship on audit, control, and inspection to prepare them for the fieldwork as well as they are in contact on regular basis with persons how had important experience in the field. Nevertheless, approximately half of our sample had the required experience in the field of auditing. As result, those respondents have kept up with trends and new functions, acquired by and confirmed by the Institute of Internal Auditors (IIA). Table N° III-15: Distribution of respondents by who carry internal audit/ inspection/ control across different department Have you already conducted an audit/ inspection/ control mission? * Specialty and function Cross tabulation Count La spécialité et la fonction occupé Finances and central accountancy inspection (%) (%) N° Total Quality N ° human Resource (%) N ° (%) N° Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance no Have 13 00% 0 2.5% 0 17.5% 7 21(52.5 %) you conducted inspection/ mission? audit/ already yes an control Total 32.5% 142 5.00% 2 17.5 7 00% 1 25.00% 10 % 37.5% 15 17.5 19(47.5 %) 7 2.5% 1 42.5% % 17 40 (100%) Source: made by the student using IBM SPSS Figure N° III-7: histogram illustrates the distribution of persons how have conducted internal audit/ inspection/ control mission across department Source: made by the student using IBM SPSS The figure and the table from above show the distribution of respondents by how to carry or not internal audit/ inspection/ control mission across the different departments. We see the individual from central inspection all of them have carried out a mission with a percentage of (100%). In addition, the human resource department where it consists (42.5%) of the sample (58.8%) of the department have carried out a mission which consists (25%) of the sample and (41.2%) which consist (17.5%) of the sample did not. On the contrary, Finances, and accountancy personals have a significant difference between the two, where (86.7%) of them did not carry out internal audit/ inspection/ control mission which consist (32.5%) of the sample and only (13.3%) of the department have carried out a mission. To note that the quality Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 143 responsible did conduct a mission and consist (2.5%) of the sample but the latter is responsible for monitoring the realization of the audit action plan. As result, the quality responsible do not the authority and legitimacy of conducting the mission. 2.2.1.7 Distribution of sample members by their social professional position Table N° III-16: Distribution of respondents by their hierarchical position Hierarchical position Frequency Percent Valid Cumulative Percent Percent Manager (Cadre) 22 55.0% 55.0% 55.0% Executive officer (Cadre 1 2.5% 2.5% 57.5% 10 25.0% 25.0% 82.5% 2 5.0% 5.0% 87.5% Maitrise 5 12.5% 12.5% 100.0% Total 40 100.0% 100.0% Dirigeant) Superior manager (Cadre Supérieur) Senior manager (Cadre Valid Supérieur Sénior) Source: made by the student using IBM SPSS Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 144 Figure N° III-8: histogram demonstrates the distribution of the sample by their hierarchical position. Source: made by the student using IBM SPSS The figure and the sample form above illustrate the repartition of the sample by their hierarchical position; we see that the dominant category are executives (Cadre) with a percentage of (55%). Followed by superior executives(cadre Superieur) by a percentage of (25%), senior executives (cadre Superieur senior) consist a (5%) of the sample and we have one (01) chief executive (cadre dirigeant) which consist (2.5%) of the sample, the other (12.5%) of the sample. are workmanship (maitrise) of the deferent department. The only hierarchical position that was included in the sample is CEO since both of us did not have the chance to meet. 2.3 The Analysis and Interpretation of Study’s Axis. we will present the summary of all the question response, their mean, standard deviation, missing value, Standard Error of Mean, variance, maximum and minimum to have a clear view about the ensemble of the response then we will analyze them axis by axis to validate our hypothesis the following table will be summery. Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 145 Table N° III-17: statistics summary of all the response on the three-axis questions N Vali Mi d ssi Mea Std. Std. Varian Ran Minim Maxi Sum n Error Deviati ce ge um mum of on Mean ng question 40 0 3.48 0.119 0.751 0.563 3 2 5 139 40 0 3.73 0.095 0.599 0.358 2 3 5 149 40 0 4.15 0.076 0.483 0.233 2 3 5 166 40 0 3.65 0.146 0.921 0.849 4 1 5 146 40 0 3.70 0.120 0.758 0.574 4 1 5 148 40 0 3.80 0.144 0.911 0.831 4 1 5 152 40 0 3.80 0.120 0.758 0.574 3 2 5 152 39 1 3.77 0.124 0.777 0.603 3 2 5 147 40 0 3.70 0.114 0.723 0.523 4 1 5 148 40 0 4.13 0.102 0.648 0.420 3 2 5 165 40 0 3.60 0.128 0.810 0.656 3 2 5 144 1 question 2 question 3 question 4 question 5 question 6 question 7 question 8 question 9 question 10 question 11 Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance question 146 40 0 3.50 0.124 0.784 0.615 3 2 5 140 39 1 3.59 0.146 0.910 0.827 4 1 5 140 40 0 3.60 0.147 0.928 0.862 3 2 5 144 40 0 3.53 0.124 0.784 0.615 3 2 5 141 40 0 3.43 0.107 0.675 0.456 3 2 5 137 40 0 3.60 0.112 0.709 0.503 3 2 5 144 40 0 3.53 0.101 0.640 0.410 3 2 5 141 40 0 3.48 0.143 0.905 0.820 4 1 5 139 40 0 3.73 0.113 0.716 0.512 3 2 5 149 40 0 3.83 0.123 0.781 0.610 3 2 5 153 40 0 3.83 0.133 0.844 0.712 3 2 5 153 40 0 3.53 0.119 0.751 0.563 3 2 5 141 40 0 3.30 0.172 1.091 1.190 4 1 5 132 40 0 3.63 0.146 0.925 0.856 3 2 5 145 12 question 13 question 14 question 15 question 16 question 17 question 18 question 19 question 20 question 21 question 22 question 23 question 24 question 25 Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance question 147 40 0 3.63 0.122 0.774 0.599 3 2 5 145 40 0 3.70 0.165 1.043 1.087 4 1 5 148 39 1 3.08 0.178 1.109 1.231 4 1 5 120 40 0 3.95 0.094 0.597 0.356 2 3 5 158 40 0 3.10 0.100 0.632 0.400 4 1 5 124 40 0 4.03 0.098 0.620 0.384 2 3 5 161 40 0 3.58 0.168 1.059 1.122 4 1 5 143 26 question 27 question 28 question 29 question 30 question 31 question 32 Source: made by the student by IBM SPSS The following will analyze the data that came from respondents by the axis of our research to validate or discard our assumption and hypothesis. 2.3.1 Axis 01: The impact of the internal Audit in the enterprise risk management system to improve corporate governance The following tables will illustrate the summary of the result of the respondents concerning the question of the first axis, which contain the mean, standard deviation, standard error of the mean, and other statistical descriptive data: Table N° III-18: the summary of the result of the first axis questions 3 Minimum 0.563 Range 0.751 Variance 0.119 Std. Dev Std. Error 3.48 of Mean 0 Mean audit take into ng Valid Does internal 40 N Missi axis 01 2 Ma xim um 5 Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance account 148 the risk appetite and risk tolerance established by the board of directors when conducting an audit of the ERM Does the 40 0 3.73 0.095 0.599 0.358 2 3 5 0 4.15 0.076 0.483 0.233 2 3 5 0 3.65 0.146 0.921 0.849 4 1 5 internal audit function have a reasonable balance between consulting and assurance activity when performing an audit on ERM The internal 40 audit function assists other functions in identifying and assessing risks Internal audit 40 ensures the consolidation of risk reporting and communicatio n. Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance Internal audit 40 149 0 3.70 0.120 0.758 0.574 4 1 5 0 3.80 0.144 0.911 0.831 4 1 5 0 3.80 0.120 0.758 0.574 3 2 5 1 3.77 0.124 0.777 0.603 3 2 5 0 3.70 0.114 0.723 0.523 4 1 5 contributes to the development of an ERM framework adapted to the company's environment and culture. Internal audit 40 verifies the risk management process and procedures and their efficiency and effectiveness Internal audit 40 can provide assurance on risk assessment. Internal audit 39 communicates the results of the risk management report to the board of directors or the audit committee. Internal audit 40 can provide Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 150 management with tools and techniques to improve ERM Internal audit 40 can 0 4.13 0.102 0.648 0.420 3 2 5 0 3.60 0.128 0.810 0.656 3 2 5 0 3.50 0.124 0.784 0.615 3 2 5 1 3.59 0.146 0.910 0.827 4 1 5 help management identify appropriate ways to minimize risk and improve risk response The internal 40 auditor takes responsibility for evaluating the risk management process for which he or she is responsible. Internal audit 40 helps management align risk appetite and business strategy. Internal audit 39 can help management seize the opportunity and Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 151 management takes into account the audit proposal in setting objectives? Does internal 40 0 3.60 0.147 0.928 0.862 3 2 5 audit have the necessary means to assess risks? Source: made by the student using IBM SPSS Table N° III-19: the result of the total data in the above table result N Statisti Minimu Maximu m Std. Varianc m Deviatio e mean mean n Statistic Statistic c Total 40 Mean Statisti Std. Err Statistic Statistic 0.0705 0.44647 0.199 range 04 c 2.46 4.54 3.7330 9 Vali 40 Max 05 min 01 dN Source: made by the student using IBM SPSS From first the tables above, we cloud analyze the different question responses from the first axis. The first question, which is about the risk appetite, the risk tolerance, and the audit the result of the mean of response (3.48) which is approximately neutral. That indicates two things the majority of respondents do not know about the degree of risk appetite and tolerance since it concerns the top management and the high standard deviation (0.751) indicates that some of the responders have contact which the top management. On the other hand, there are conservatives about it since it is confidential. The second question is about the consultation and the assurance mission of audit; with a mean of (3.73) indicate the agreement of the respondent Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 152 that the audit has a reasonable balance between his two functions. The Std. Deviation is relatively low with (0.599) that indicate two things the auditor or who carries out a mission are strongly agree with and who does are not sure also, it can mean that top management consultation. It is not a concern of our sample but it could indicate a positive sign of audit practices of the (IIA) in the company. The fourth question It is about if auditor assists other function to identify the risk, which one of the audit mission goal, most of the respondents indicate their agreement with mean of (4.15) approximately their strong agreement. Therefore, we can say that the audit in the company helps the auditee function to identify the risk. To note that most of the sample agree since the Std. deviation (0.483) is relatively low which means the agreement or strong agreement of respondents. Question number five is about the consolidation of the audit report and its communication with a mean of (3.65) respondents indicate their agreement, which means that the audit function of the company ensures the consolidation and the communication of the report. But we see that the Std. deviation (0. 921) is relatively high which means that some functions or some audit reports are not a subject of communication since their confidential or do not concern the function. Question number six is about the contribution of the audit function in constructing an enterprise risk management framework that is based on the enterprise environment and risk; respondents indicate their agreement by a mean of (3.73) which could mean that the audit function within the enterprise could contribute to creating a lean framework for the enterprise. The high standard deviation could mean the difference between sample members about the ERM framework and how it is created. The following question is about the assessment of the risk management process by the audit the positive agreement (3.80) indicates that the audit mission has aligned and merged the best practices of the (IIA) with its practices which is a good sign of the efficiency of the audit mission. Question eight is about assurance of the risk assessment by the audit respondents indicate their agreement by a mean of (3.80) which could mean that the audit function within the enterprise could ensure the assessment of risk. The difference (Std. deviation 0.758) between the sample members shows the difference between the function since some risks are more critical than other but in overall, the audit could provide a positive assurance. This reflects that the audit engagement has aligned and merged the IIA's best practices with its practices, which is a good indication of the audit engagement's effectiveness. The question concerning the Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 153 communication of the results of the risk management report to the board of directors or the audit committee indicates the respondents show a positive agreement a mean of (0.777) of which reflect the accomplishment of the audit duties by the audit function. The question that is about internal audit provides management with tools and techniques to improve ERM shows a positive agreement among respondents with a mean of (3.70) which means that audit has an active consultation role toward the risk management within the company which a positive sign. A strong agreement between respondents which is an internal audit can help management identify appropriate ways to minimize risk and improve risk response with a mean of (4.13), the latter question is collocated with the previous It could indicate that the auditor accomplishes his consultation mission to the fullest extent. Respectively the last four-question have a positive agreement with a mean of (3.60) which means that when auditing that auditor he or she is responsible depend on the risk criticality and for the alignment of the strategy and the risk appetite correlates with the first question and the Std. deviation have a reasonable ground. For the question of the audit helps, the management seize the opportunity and management takes into account the audit proposal in setting objective it depends on the situation but in general, we have a positive agreement. The same thing the resource that is provided to the audit it depends on the mission since some mission does not necessarily need many resources. In conclusion, the result in the table above shows the degree of approval of the respondents on the evaluation of the questionnaire items under the first axis. Stating, “The impact of the internal Audit in the enterprise risk management system to improve corporate governance”, in this regard the total average mean of (3.7330) which is higher than the empirical average approval rating of (03) which fall into the category [3-4] high degree of approbation. This means that the degree of approval of the sample members on the total of the questions falls into the fourth category of Likert scales which the agreement of the members [3.41 ≤ 3.73 ≤ 4.2]. Furthermore, we see that Std. error of mean is low, lower than 60% of the sample mean the Std. error of mean indicates the reliability of the sample means. We can say in our case that we a confidence level of (95%) that the population means is within the interval [3.593-3.873], which indicates the overall agreement of the population. The Std. deviation of the sample is relatively low (0.44647) which indicates a low spread of the response of the member of the sample. Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 2.3.2 154 Axis 02: The role of internal audit in enhancing corporate governance by reducing the problem of information asymmetry The following tables will illustrate the summary of the result of the respondents concerning the question of the second axis, which contain the mean, standard deviation, standard error of the mean, and other statistical descriptive data: Table N° III-20: the summary of the result of the second axis questions Range Variance Std. Deviation Std. Error of Mean Missing Valid Can the use of 40 Mean N axis 02 Min Max 0 3.53 0.124 0.784 0.615 3 2 5 0 3.43 0.107 0.675 0.456 3 2 5 0 3.60 0.112 0.709 0.503 3 2 5 CAATs and the information system in the audit facilitate the resolution of information asymmetry? Internal audit 40 assists third parties (shareholders and funders) by providing a going concern and opinion financial statement audit. the reinforcement 40 of internal control by the function reduce audit can Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 155 information asymmetry between management and employees the demand for 40 0 3.53 0.101 0.640 0.410 3 2 5 0 3.48 0.143 0.905 0.820 4 1 5 0 3.73 0.113 0.716 0.512 3 2 5 0 3.83 0.123 0.781 0.610 3 2 5 internal audit by the manager to reduce the information asymmetry problem is correlation in with the latter Internal audit can 40 help management in the deployment of capital by obtaining sufficient information capital needs, etc. the internal audit 40 can facilitate the work of BOD in identify the strategy by providing relevant information on the ERM system and control system The internal audit 40 has adequate authorization access necessary to the Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 156 information at the appropriate time. Does the BOD 40 and 0 3.83 0.133 0.844 0.712 3 2 5 0 3.53 0.119 0.751 0.563 3 2 5 audit committee guarantee the independence of the internal audit function? The internal audit 40 function in your company does not put the financing and accounting in the first place than other functions. Source: made by the student using IBM SPSS Table N° III-21: the result of the total data in the table result N Range Minimu Maximu m m Mean Std. Varian Deviati ce on tot Statist Statist ic ic 40 2.22 Statistic 2.33 Statistic 4.56 al N 40 Range 04 max Statist Std. ic Error 3.605 0.066 6 33 05 Statistic Statisti c 0.41949 0.176 Min 01 Source: made by the student using IBM SPSS From the first table above we can see and analyze the various responses to the questions in the first section. The first question is about using the computer-assisted audit techniques and information we can see from the mean of response (3.53) that we have a positive degree of agreement which mean that the audit within the company promotes the use of new technology to face the problem of information asymmetry. Although the Std. deviation is relatively high Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 157 (0.784) we argue that deference among respondents caused by the difference in age category some respondents preferred to use traditional techniques. The second question is about the audit opinion about the ongoing concern and financial statement we can see a positive agreement among respondents with a mean of (3.43). however, this agreement is substantially low and tends to be neutral we can argue that by the differences in the respondents function since audit for the human resource department do not give an opinion of the financial statement and it is the same thing for the high value of Std. deviation (0.675) but we can an overall agreement. The third question is reinforcing the internal control to solve the information asymmetry problem we can observe that we have a positive agreement among respondents with a mean of (3.60) which indicate that internal audit attempt to reduce the information asymmetry problem by reinforcing the internal control. The fourth question is about the demand for an internal auditor by the manager in the case of information asymmetry the respondents indicate a positive agreement by a mean of (3.53) this means that the internal auditor has a great role in solving the information asymmetry problem. However, we have medium Std. deviation (0.6), which could argue by the difference between the companies' functions. The question number five have a positive agreement among respondents with a mean of (3.48) which relatively tends to be neutral as the first question this happens because the great difference between the sample member which some of them are from the finances department which they will probably agree another department will tend to be neutral. Since this is not one of their practices, we can argue that by the great value of Std. deviation (0.905). Question number six is about the communication of the ERM and control assessment to the board of directors and the audit committee we see a positive mean of (3.73) which indicates a positive agreement among respondents. This means that the audit within the company communicates the result to the BOD and audit committee, which a very good practice to reinforce the corporate governance by the internal audit and reduce the information asymmetry between the manager and the board of directors. The question number seven which is about the authorization that audit have to indicate a positive agreement among respondents with a mean of (3.83) which mean that audit within the company have the adequate authorization to get the necessary information. Question number eight is about audit independence we have to mean of (3.83) which means that the audit has the adequate independence guarantee by the BOD however the spread between respondents which Std. deviation is because the question could be interpreted differently. The last question is about does the audit put the finances function in the first place not; the respondents state that the audit Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 158 does not put it in the first place with a mean of (3.53). The mean could relatively low and the Std. deviation could substantial-high due to the participant of finances personal so their response could not be completely value, which reduces the mean of the response. In conclusion, the findings in the second table above demonstrate the degree of approval of the respondents on the assessment of the questionnaire items under the second axis. Suggests that, the role of internal audit in enhancing corporate governance by reducing the problem of information asymmetry, concerning this, we have an average mean of (3.6056) which is higher than the average empirical mean rating of (03), which falls into the third category that indicates a high approval rate. This means that the level of approval of the sample members on all questions is located in the fourth category of Likert scales with the agreement of the members between [3.4 ≤ 3.60 ≤ 4.2]. Nevertheless, we see that the Std. error of mean is relatively low less than (60%) of the sample mean (0.066) with indicates that the reliability of the sample mean. We can conclude that with (95%) confidence level that the population mean is within the interval [3.47363.7376], which indicates that the average mean of the population has agreed on the statement of this axis. since the mean of the population is located with [3.4≤μ≤4.2] of Likert scale which is a positive agreement. The Std. deviation is relatively low with (0.41949) which indicates a low spread of the response of the member of the sample. 2.3.3 Axis 03: Importance of internal audit function in protecting and enhancing the audit stakeholders The following tables demonstrate the summary of respondents' results for the third axis question, which contain the mean, standard deviation, standard error of the mean, and other descriptive statistical data: Table N° III-22: the summary of the result of the third axis questions 1 Maximum Minimum 1.190 4 Range Variance 1.091 Std. Error 3.30 0.172 Deviation Std. the current situation of Mean employee understand 0 Mean help 40 N Missin audit g Valid internal 5 Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance Internal auditing helps 40 the 159 0 3.63 0.146 0.925 0.856 3 2 5 0 3.63 0.122 0.774 0.599 3 2 5 0 3.70 0.165 1.043 1.087 4 1 5 1 3.08 0.178 1.109 1.231 4 1 5 0 3.95 0.094 0.597 0.356 2 3 5 0 3.10 0.100 0.632 0.400 4 1 5 company's employees to master their work by developing new techniques and knowledge. Internal audits can 40 provide assurance on the rights of the organization's personnel through the application of appropriate regulations. Other company 40 functions can use internal audit reports to enhance their own performance. Internal audits can 39 protect the organization's staff by providing on the assurance financial situation. The internal audit 40 function can facilitate the work of the external/legal audit. There is a negative 40 correlation the between whistle-blower program and internal audit effectiveness. Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance The internal audit 40 160 0 4.03 0.098 0.620 0.384 2 3 5 0 3.58 0.168 1.059 1.122 4 1 5 consulting service can facilitate the work of the senior manager. Internal audit protects 40 shareholders' assets by providing an opinion on the reliability of financial statements Source: made by the student by IBM SPSS Table N° III-23: the result of the total data in the table Result N Range Minimu Maximu m m Mean Std. Varian Deviati ce on Statist Statist ic ic result 40 1.78 Valid N 40 Range Statistic 2.78 04 Statistic 4.56 max Statist Std. ic Error 3.554 0.068 5 76 05 Min Statistic Statisti c 0.43486 0.189 01 Source: made by the student by IBM SPSS From the previous tables, we will analyze the different responses to the questions of the first axis. The first question, which deals with the internal audit helping the person of the organization id understanding the current situation of the company show a neutral response from the respondents with a mean of (3.30) it could argue since the company personals is not a shareholder or due to the company culture. Although we see great differences between respondents with Std. deviation of (1.09), we conclude the audit may provide more understanding in some functions than others may. The second question is about audit helping other employees improve their performance by providing knowledge we see an agreement among respondents by a mean of (3.63). which means that audit could provide techniques and Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 161 knowledge to the auditee we could argue that from our observation in the fieldwork auditor may solve problems and provide some solution that could help in enhancing the auditee knowledge however we see a high value of the Std. deviation and its caused by the different respondent's perceptions about the audit. The third question is about the audit assurance on the rights of the organization's personnel we see an agreement among respondents with a mean of (3.63) which indicates that the audit watches over the proper application of regulations. The fourth question is about the relation of the audit with other functions within the company where the participant shows an agreement with a mean of (3.70) which means that other functions may take advantage using the audit rapport. However, we see also a high value of Std. deviation of (1.043) we can explain this value by some of the audit rapport are confidential which cloud means if other functions want to use or may take advantage of it, it cannot use or access to it since the rapport is no destination to them. The following question is about the assurance that auditors give to the company staff about the financial situation we see that position of respondents is neutral with a mean (3.08) this could mean that as the company personal are shareholders they do not have the right to access this information. However, with a great Std. deviation value (1.109) some of the respondents think that audit should give a clear view about the financial situation to the personal. The next question is about the relation of internal audit with the external audit, respondents indicate their agreement by a mean of (3.95) which mean that internal auditor could felicitate the work of the external auditor by using the internal audit rapport, and collected information .etc. The Std. deviation is low (0.597) with a mean that respondents have a similar view concerning this point. The next point which is the correlation between the whistle-blower program and the internal audit respondents indicates their neutral position by a mean of (3.10) in the phase of collecting the information the whistleblower program is illegal in the company and it was legal no tool long ago. Which could argue the neutral position of the respondents however the neutral position could be the sweet spot for the current question. The next point is the consultation service of audit to the senior managers most of the respondents indicate their agreement which a mean of (4.03) that could mean the audit within the company facilitates the work of the senior managers however most respondents agree since the Std. the deviation is relatively low (0.620). The last item is Internal audit protects shareholders' assets by providing an opinion on the reliability of financial statements where respondent indicate their agreement (3.58) this low value of agreement can be argued by most Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 162 of the sample member are not finance and accountancy this could argue the great value of the Std. deviation (1.059). Finally, the results of the second table above show the agreement of the respondents on the evaluation of the items of the questionnaire under the second axis. This would suggest,” the importance of internal audit function in protecting and enhancing the audit stakeholders”, in relation to this we have an average total mean of (3.5545) which is higher than the empirical mean of (03). which is located in the third category [3-4] that indicates a high approval rate, This means that the level of agreement of the sample members on all items is in the fourth category of the Likert scales with member agreement between [3.4 ≤ 3.54 ≤ 4.2]. Meanwhile, we find that the standard error of the mean is reasonably low, less than (60%) of the sample mean (0.0687), which indicates that the sample means reflect reliably the population means. We can conclude with (95%) confidence level that the population mean is in the interval [3.4171≤μ≤ 3.6919], which indicates that the population has an agreement on the statement of this axis. since the population mean is located with [3.4≤μ≤4.2] of the Likert scale which is a positive agreement. The standard deviation is relatively low with (0.43486) which indicates a low dispersion of the sample member's response. 2.4 Hypothesis test: To test our hypothesis we will run first some statistical tests to choose between the parametric and non-parametric test the normality tests that we will run are multiple but we will choose the appropriate test among them for our study their many tests of normality, and the test that we will conduct are: z-test, Kolmogorov-Smirnov, Shapiro-Walik. 2.4.1 The Z test for normality A z test could be applied for test normality by using skewness and kurtosis. A z test could be obtained by dividing the skew value or the excess kurtosis value by their standard error. Since the standard error becomes smaller when the sample size increases, the z-test under the null hypothesis of a normal distribution is often easily rejected in large samples whose distribution may not be significantly different from normality, while the null hypothesis of normality tends to be rejected in small samples. Therefore, the critical value for rejecting the null hypothesis needs to be different according to the sample size, as shown below: For small samples (n <50), if the absolute z-score of skewness or kurtosis is greater than |1.96| (corresponding to α level of 0.05), reject the null hypothesis and conclude that the sample Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 163 distribution is not normal. For a medium-sized sample (50 <n <300), when the absolute z value exceeds |3.29| (corresponding to an alpha level of 0.05), the null hypothesis is rejected and the sample distribution is non-normal. Our sample is n< 50, as result; we need to follow the second hypothesis, which indicates that the absolute value of the z score of skewness or kurtosis need to be lower than 1.96 we run the z-test and the score are in the following table Table N° III-24: the z-score skewness or kurtosis Mean Statisti Std. c Error 3.6056 0.0663 3 95% Lower 3.4714 Confidenc Boun e Interval d Axis 01 for Mean Upper 3.7397 Boun d 5% Trimmed Mean 3.6111 Median 3.6111 Variance 0.176 Std. 0.4194 Deviation 9 z score z-score Axis 02 Skewness Skewness -0.255 0.374 Kurtosis 1.250 0.733 Mean 3.5545 0.0687 6 95% Lower 3.4154 Confidenc Boun d of z-score Kurtosis -0.681791307 1.706218699 of Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance e Interval Upper for Mean 164 3.6936 Boun d 5% Trimmed Mean 3.5451 Std. Deviation 0.4348 6 z score z-score Skewness Skewness 0.221 0.374 Kurtosis -0.201 0.733 Mean 3.7287 0.0722 95% Lower 3.5826 Confidenc Boun of z-score of Kurtosis 0.590257519 -0.274309774 e Interval d for Mean Upper 3.8748 Boun Axis 03 d 5% Trimmed Mean 3.7502 Median 3.8214 Std. Deviation 0.4569 1 z score z-score Skewness Skewness -0.759 0.374 Kurtosis 0.993 0.733 of z-score of Kurtosis -2.031611882 1.355827444 Source: made by the student using IBM SPSS We see from the table that the z score of Skewness and z score of Kurtosis are respectively (-0.6817) and (1.70) which are lower than the absolute value of (1.96) as a result we can accept the null hypothesis and which mean that according to the z test the data from the axis is normally distributed. For the second axis, we see that the Z score of Skewness and Z score of Kurtosis are respectively (0.590) and (-0.274) and the two of them are lower than the absolute value of (1.96) we conclude that we can accept the null hypothesis and according to the z test the data from the axis is normally distributed. However, the third axis has a Z score of Kurtosis (1.35) Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 165 that is lower than the absolute value of (1.96) but Z score of Skewness (-2.03) which mean we reject the null hypothesis and conclude that the sample distribution is not normal for the third according to the z test. 2.4.2 Kolmogorov-Smirnov for normality test The Kolmogorov-Smirnov test compares the ECDF (empirical cumulative distribution function) of the sample data with the expected distribution when the data is normal. The Kolmogorov-Smirnov test is used for a large sample size where (n>50), the null hypothesis state value that is taken for normal distribution population when the p-value is greater than (0.05), the null hypothesis is accepted and the data is normally distributed. In the following, we will run Kolmogorov-Smirnov using SPSS. The result is in the table below. Table N° III-25: Kolmogorov-Smirnov test Tests of Normality Trimmed Kolmogorov-Smirnov a Mean Std. 5% Statistic Std. Deviation Mean Statistic df Sig. Error Axis 3.6056 0.06633 0.41949 3.6111 0.125 40 0.120 3.5545 0.06876 0.43486 3.5451 0.098 40 .200* 3.7287 0.07224 0.45691 3.7502 0.175 40 0.004 01 Axis 02 Axis 03 Source: made by the student using IBM SPSS We see from the table above that the first axis follows a normal distribution where the p (0.12) value is greater than (0.05). As result, the null hypothesis is accepted and the data is normally distributed. For the second axis, the data is also normally distributed where the pvalue (0.200 which a lower bound of the true significance) so the null hypothesis is accepted and the data is normally distributed. Where in the last axis the data is not normally distributed because the p-value (0.004) is, lower than (0.05) so we refuse the null hypothesis and the data is not normally distributed. Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 2.4.3 166 Shapiro-Walik test When using the distribution platform to check continuous variables, you can use the Shapiro-Wilk normality test. The null hypothesis of this test is that the data are normally distributed. The Probability <W value is the p-value. If the selected alpha level is (0.05) and the p-value is less than (0.05), reject the null hypothesis that the data are normally distributed. If the p-value is greater than (0.05), the null hypothesis is accepted. The most appropriate test for the small sample size (N<50) is the Shapiro-Walik test although it could be used in a large sample size while the Kolmogorov-Smirnov test is good for a large sample it can be biased by the extreme value limit. As our sample is (n<50) we choose to follow the result of the test, the result is in the table below. Table N° III-26: Shapiro-Walik test Tests of Normality Mean Std. 5% Statistic Std. Deviation Trimmed Statistic df Error Mean Shapiro-Wilk Sig. Axis 01 3.6056 0.06633 0.41949 3.6111 0.968 40 0.302 Axis 02 3.5545 0.06876 0.43486 3.5451 0.977 40 0.567 Axis 03 3.7287 0.07224 0.45691 3.7502 0.950 40 0.079 *. This is a lower bound of the true significance. a. Lilliefors Significance Correction Source: made by the student using IBM SPSS From the result of the above table, we see that the thee axis have values that are respectively (0.302) for the first axis greater than the bound of significance (0.05), the second has value (0.567) which is greater than the bound of significance (0.05), as well as the third axis (0.079) which is also greater than bound of significance (0.05). As result, the null hypothesis is accepted and the data are normally distributed. And as our three-axis have a normal data distribution we can conduct the parametric test. The most appropriate test of the hypothesis that met those assumptions is the one-sample t-test. Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 2.4.4 167 The One-Sample T-Test The one-sample t-test is a statistical test of hypothesis used to determine whether a mean of an unknown population is different from a specifics value in our case it is the empirical value of (03) the test assumes the data is continuous and normal. Their three-way to confirm our assumptions. In first, we can compare the P-value (Sig. (2-tailed)) if the p-value is less than (0.005), the p-value is statistically significant where we reject the null hypothesis and accept the null hypothesis. We can use also the T value. If the t value is larger than the t value that corresponds to the value of significance in the student t table, we can reject the null hypothesis and accept the alternative hypothesis. Last but not least we can use the confidence interval in the (00) was not contained between the value of the confidence interval we can reject the null hypothesis and accept the alternative hypothesis. For out sample with a degree of freedom, which is (N-1), and in our case, it is equal to (39) For this degree of freedom and from the student t table we see that our T value is equal to (2.021). Moreover, our empirical mean is equal to (03) 2.4.4.1 The first hypothesis It was noted earlier that the first (14) items of the questionnaire were dedicated to measuring internal audit's ability to improve corporate governance through enhancing its enterprise risk management system. The T-test for the first axis is presented in the table below: Table N° III-27: the result of the one-sample T-test for the first axis One-Sample Statistics Axis 01 N Mean Std. Deviation Std. Error Mean 40 3.7271 .45631 .07215 One-Sample Test Test Value = 3 t Axis 01 10.077 df 39 Sig. (2-tailed) 0.000 Mean 95% Confidence Interval of Difference the Difference 0.72706 Source: made by the student using IBM SPSS Lower Upper 0.5811 0.8730 Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 168 Our null hypothesis for this axis is: H0: internal audit could not improve the corporate governance by enhancing the enterprise risk management system To test this hypothesis, we will compare the average mean of the responses for the first axis which indicates "The impact of the internal Audit in the enterprise risk management system to improve corporate governance ", with that of the empirical mean which is (3) on the Likert scale used. In addition, to reject or accept the null hypothesis we will use the three methods cited above. We see from the table from above the confidence level is (95%) and the significance value for those values and from the student t table, we see that our t value is (2.021) form our T-test table we see that the t value or the t score (10.077). As result, we see that the critical value (10.077) is larger than the t value (2.021) so the results are significant. We note the p-value from the table (00) is less than the (0.05) so the result is statistically significant. Moreover, we see that our confidence interval [0.58110-.8730] does not contain the (00) which means that the result is statistically significant. Nevertheless, the average of the responses on the questions of the first axis which indicate” contribute to improving corporate governance through the enhancement of the enterprise risk management system” has the value of (3.7271) with Std. deviation of. (0.45631) which is higher than the empirical value of (03). From these results, we can reject the null hypothesis, stating that internal auditing does not contribute to improving corporate governance through the enhancement of the enterprise risk management system. In addition, accept our alternative hypothesis, which indicated that the internal audit help to improve corporate governance by enhancing the enterprise risk management system. Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 2.4.4.2 169 The second hypothesis It was previously stated that the second nine (09) questions of the questionnaire were dedicated to measuring the internal auditor's ability to resolve the problem of information asymmetry to strengthening the corporate governance The T-test for the second axis is presented in the table below: Table N° III-28: the result of the T-test for the second axis One-Sample Statistics Axis 02 N Mean Std. Deviation Std. Error Mean 40 3.6056 0.41949 0.06633 One-Sample Test axis 02 Test Value = 3 t df Sig. (2- tailed) 9.130 39 0.000 Mean 95% Confidence Interval of Difference the Difference 0.60556 Lower Upper 0.4714 0.7397 Source: made by the student using IBM SPSS Our null hypothesis for this axis is: H0: the internal audit could not help to reduce the problem of information asymmetry in order to strengthen the corporate governance To verify this hypothesis, we will compare the mean of the responses of the second axis, which indicates "The role of internal audit in enhancing corporate governance by reducing the problem of information asymmetry ", with the empirical mean which is (3) on the Likert scale employed. Furthermore, to either reject or accept the null hypothesis, we will use the three methods mentioned above. We see in the table above that the confidence level is (95%) and the significance value is (39). For these values and in the student t-table we see that the t-value is (2.021). in our t-test table, we see that the t-value or the critical value is equal to (9.130) which higher than the tvalue for the student value (2.021) which means that our result is statistically significant. Nevertheless, we can observe that the p-value in the table (00) is less than (0.05) so the result Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 170 is statistically significant. To add that the zero value (00) is not contained in our (95%) Confidence Interval, which also means our results are statistically significant. However, The mean of the responses to the questions in the second axis that indicate "contribute to the improvement of corporate governance by strengthening the enterprise risk management system" has the value of (3.6056) with a standard deviation of (0.41949) which is higher than the empirical value of (03). As result, we can therefore deny the null hypothesis, which states that internal auditing could not help to reduce the problem of information asymmetry in order to strengthen corporate governance Furthermore; we admit our alternative hypothesis, which states that internal auditing participates in resolving the information asymmetry problem in order to strengthen the corporate governance. 2.4.4.3 The third hypothesis: The last nine-question of the questionnaire was concerned with verifying the capability of the internal auditor in protecting the stakeholder towards more sustainable corporate governance. The T-test for the third axis is presented in the table below: Table N° III-29: the result of the T-test for the third axis One-Sample Statistics Axis 03 N Mean Std. Deviation Std. Error Mean 40 3.5545 0.43486 0.06876 One-Sample Test Test Value = 3 t Axis 8.065 df 39 Sig. (2-tailed) 0.000 03 Source: made by the student using IBM SPSS Our null hypothesis for this axis is: Mean 95% Confidence Interval of Difference the Difference 0.55451 Lower Upper 0.4154 0.6936 Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 171 H0: the internal audit do not have the capability of protecting the audit stakeholders for enhancing the corporate governance To ascertain this hypothesis, we will compare the mean of the responses of the third axis, which indicates,” The internal audit has the capability to protect the stakeholder towards more sustainable corporate governance”. With the empirical mean which is (3) on the Likert scale that we used. In addition, to reject or accept the null hypothesis, we will use the three methods listed above. We find in the table above that, the confidence level is (95%) and that the significance value is (39). For these values and from the student's t-table, we see that the t-value is (2.021). In our t-test table, we can observe that the t-value or critical value is equal to (8.065), which is greater than the student's t-value (2.021), which means that our results are statistically significant. However, we can observe that the p-value in the table (00) which is inferior to (0.05) so the result is statistically significant. In addition, the zero value (00) is not within our confidence interval (95%), which also means that our results are statistically significant. Meanwhile, the mean value of response for this axis, which indicates” the internal audit has the capability to protect the stakeholder towards more sustainable corporate governance” has the value of (3.5545) and the Std. deviation (0.43486) which is higher than the empirical value of (03). Therefore, we can dismiss the null hypothesis, which states “the internal audit do not have the capability of protecting the audit stakeholders for enhancing the corporate governance” On the other hand, we accept our alternative hypothesis, which states, “the internal audit has the capability to protect the stakeholder towards more sustainable corporate governance”. Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance 172 Conclusion chapter three Throughout this chapter, we present the different aspects of our research we start with a quantitative study where we examine our sample by using multiple statistical tests of reliability then we analyze the background of our sample members to show the quality of the individual that is being asked. Then with the help of simple descriptive statistic, we aim to analyze the three axes of the questionnaire that could provide us with an overview about the destitution of the response on the questionnaire’s items then we interpreted the result of each item based on assumptions, theoretical fact and the best practices of audit and governance. Which enables us to get an initial conclusion about our hypothesis. Finally, employing different static tests such as normality tests and using hypothesis tests, we could validate our hypothesis and we confirm that the internal audit could help to enhance the corporate governance by solving the information asymmetry problem, provide appropriate protection to the stakeholders, and enhancing the enterprise risk management system. General conclusion General conclusion 174 General Conclusion Our study objective was to determine whether the internal audit activity could contribute to enhancing the corporate governance system in other how would the internal audit provide an assurance of the well-functioning of the corporate governance system. Since the rapid globalization of the world where the across continental trades are taking place at the click of a button. Corporate governance could be viewed as a trust-building and authentication mechanism that can help the organization achieve its strategic goals of creating value in partnership with its stakeholders. The stakeholder should in continues communication that whatever activity and the result of the company in the past and present and they should in accordance with the plan it has through done through fair means. A lot of researchers have considered the internal audit as a mechanism for managing risk and participating in the value creation process and since the two phenomena aim to create value and achieve the organization’s objectives we would examine if the internal audit were a means for enhancing the corporate governance system in Algeria context. We have sought to address our problem; we establish our study through two stages firstly through literature review. We have extracted some of the elements and factors that indicate the good practices of corporate governance and some of the elements that internal audit could contribute in enhancing the corporate governance which are internal control, risk management, the protection of the stakeholder's rights, and information asymmetry. From the latter, we could construct a relationship between internal audit activity and corporate governance in a theoretical aspect. In the second stage, we attempt to validate the assumption that we establish in the theoretical study and confirm the relation between internal audit and corporate governance and this could be done through a quantitative study. We distribute a questionnaire in form of a Likert scale followed by statistical analysis and tests such as (T-test) to respond to our problem. Our principal question was as following: « How could the internal audit activity be conducive to the enhancement of the corporate governance of Algeria’s companies? » This problem has enabled us to stem three secondary questions by answering them we could address the main problem, which is in the following General conclusion 175 4. Could the internal audit activity reduce the information asymmetry between all the stakeholders of the company? 5. Does the internal audit activity have an influence in moderating the risk-averse among the risk owners? 6. Does the internal audit activity help to protect the stakeholders within and outside the company? After our investigation in the GRTE Sonlegaz company which was held in four different departments human resource, central inspection, quality and finances, and accountancy with multiple responsible, manager, and administrators. We get the following result: The first hypothesis stipulates that the internal audit could be relied upon as a prime instrument in risk management to improve corporate governance. From the statistical result, we find that the majority of respondents agree that internal audits could enhance the enterprise risk management system. Firstly, the agreement upon the respondent that the internal audit takes into account the risk appetite and the risk tolerance fixed by the board of directors, which could help the company to align the risk with the strategic objective. Moreover, with giving the assurance about the risk management in the enterprise the responsible take action to fix or resolve the problem. Nevertheless, when providing the assurance activity on the enterprise risk management system the internal auditor provides at the same time assurance on the risk management and the internal control system. Which will help the company in creating sustainable value and protecting the stakeholders by fulfilling simultaneously the best practices of audit and governance. However, most of the respondents indicate their agreement of this axis by a mean of (3.7330> 03) and we could conduct the population have to view since the Standard error of the mean (0.44). Moreover, to confirm the hypothesis, we run the T-test and from the result of the latter, we could confirm our hypotheses. The second hypothesis indicates that the internal audit activity could mitigate the problem of the information asymmetry between stakeholders. From the statistics result, we see that majority of respondents agree that the internal audit could mitigate the information asymmetry. Moreover, since we have interrogated four departments that have a different profession that could indicate internal audit in the company is working with the new best practices of internal audit. which stipulate that internal audit should focus on all the company function and not perverse his role to only the financial function that could mean that all the stakeholder have adequate information and this could lead to attaining the strategic objectives. We could notice also that internal audit have the ability to the needed information to conduct their mission. In addition, by the use of computer-assisted audit General conclusion 176 technology and information systems, internal auditors could access more information. With the agreement of the member of the sample, that indecency of internal audit is guaranteed nevertheless the internal audit provides the relevant information to the board of directors about the financial situation, the internal control, and the risk management system. Whit this the majority of respondents present their agreement with a mean of (3.6) which indicate that internal audit mitigates the information asymmetry according to the member of the sample and Standard error of the mean (0.06) which could indicate that this perception does not differentiate with regard to the population. In addition, after conducting the T-test we could confirm our hypothesis. The last hypothesis is there is a positive correlation between internal audit efficiency and the protection of the rights of the stakeholders. In addition, from the result of our survey, we see that in the first and fifth items the respondents indicate their neutrality that could mean that internal audit could not play a great role in providing the relevant information to the person of the organization about the financial situation. Where else the audit could help the external audit and other function to improve their preference. An important note to add that the company prohibits the use of the whistblower procedure however most importantly to facilitate the work of both senior managers, board of directors, and audit committee. Finally, most of the respondents indicate their agreement by a (3.55>03) and we could conclude that the population has the same belief since the Standard error of the mean (0.068). Moreover, after employing the T-test we can validate our hypothesis. In terms of the global result and the provided evidence that we perceived we formulate an objective conclusion. Of which that the internal audit could participate as a mechanism that enhances the corporate governance system in four different areas: mitigating the asymmetry of the information, providing sufficient protection to the stakeholders, and ensure the efficiency and coherence of the risk management system and of course the internal control system. Based on the results obtained through this study for improving the Future of internal audit and the corporate governance of the organization we found some deficiency, as result, we present the following recommendations and suggestion: The importance of reinforcing the role of the internal audit function so that it can improve corporate governance; Enhancing the role of audit committees within the enterprise to ensure the reliability and the reliability and accuracy of the financial information provided to the board of directors; General conclusion 177 Provide internal auditors with more independence in their assignments Make the necessary distinction between the internal audit mission and the inspection mission The need for the company to provide internal and external training for its auditors However, our results and the conclusions we draw from them. Has been interpreted with certain restrictions and limitation, which in the following: Some variables related to good corporate governance are absented in our study these mainly concern the existence of the audit committee and its relationship with internal audit. Moreover, that could be explained by the existence of an audit committee for the entire group. The sample size with (40) respondents could consider to be limited as it is disabled from approaching reality. The subject matter is extensive, permanently developing, and requires time to reach relevant conclusions. At the same, the ambiguity of the concept of governance, for certain individuals in the organization’s l has posed some constraint for our analysis. References References 179 Book And Collective Works ACQUES (R), : « Théorie et pratique de l’audit interne » (7th Ed), Prime par l’IFACI, Eyrolles, 2013 BECOUR (J), BOUQUIN (H), : « Audit opérationnel, Entrepreneuriat, Gouvernance et Performance », (3rd Ed), Economica, 2008. BENN (S). ABARTT (R). O’Leary (B): “Defining and identifying stakeholders: Views from management and stakeholders”, S.Afr.J.Bus.Manage.2016 BENOIT (R), et al : « Les bonnes pratiques en matière de contrôle interne dans les PME ». Cahier n°13 Academia, 2008 BERGLÖF, (E), and THADDEN, (L): “The Changing Corporate Governance Paradigm: Implications for Transition and Developing Countries”, Stockholm Institute of Transition Economics, Working Paper, No. 10. 1999 BERLES, (A) and MEANS, (C). « The Modern Corporation and Private Property », McMillan, 1932 BERTIN (É), : « Audit interne: enjeux et pratiques à l'international », Eyrolles, 2007 BOUQUIN (H), : « Audit »,in “encyclopédie de gestion”, Vol 1, n°12, 1997 BRYMAN. (A). : “Social research methods”. 2nd Ed. Oxford: Oxford university, 2004 CHARREAUX, (G). : « Vers une théorie du gouvernement des entreprises »., in Charreux (G). (Ed.), « Le gouvernement des entreprises », 1996 CHARREAUX, (G). “Les Théories de La Gouvernance: De La Gouvernance Des Entreprises à La Gouvernance Des Systèmes Nationaux.”, 12/2004 CODERRE, (D)., , “Internal Audit- Efficiency through Automation’’, Wiley, New Jersey.2009 DE VAUS, (D). : “Survey in social research”, London: Allen and Unwin. 1986 EBONDO (W). : « Organisation et méthodologie de l’audit interne », in « Audit Interne : Enjeux et pratiques à L’international », Eyrolles, Paris. 2007 ELLIG, (B): “The Complete Guide to Executive Compensation”. McGraw Hill Professional. 2001 References 180 FRANSMAN (M), “Information, Knowledge Vision and Theories of the Firm,” Industrial and Corporate Change, Volume 3, Issue 3, Oxford: Oxford University journal, 1998, FREDERIC (B), REMI (G), LAURENT (R), : « Contrôle interne - Gestion des risques de fraude », 2nd Ed, Maxima, 2008 FREEMAN, (R):” Strategic management: a stakeholder approach”. Massachusetts: Pitman, 1984, GALBRAITH, (J), : « Le Nouvel Etat Industriel », éditons Gallimard Paris, 2ème Edition, 1974, GAUDIN, (J.). « Pourquoi la gouvernance ? », Presses de Sciences Po. 2002 GODOWSKI (C), et al, : « La contribution de l’audit interne au processus de gouvernance de l’entreprise », in “Audit interne : Enjeux et pratiques à l’international”, Elisabeth (B), (Ed), Eyrolles Edition, 2012 GUBA, (E). :“The paradigm dialog”, London: sage publication, 1990 GUBA, (E). & Lincoln, (Y). : “Competing paradigms in qualitative research”. In DENZIN. (K). & Lincoln (Y). (Eds.), “Handbook of qualitative research“. 1994 HANSMANN, (H): “the Ownership of Enterprise”, Cambridge, MA: The Belk nap Press of Harvard University Press. 1996 KNIGHT (H), « risk, uncertainty and profit », Boston, Ma: Hart, Schaffer & Marx; Houghton Mifflin Co, 1921 LAROSE (G), : « La stratégie de la vie associative », L’harmattan, Paris, 2010, Maugeri (S), « Gouvernance (s) ». Edition Dunod, Paris, 2014. MIKOL, (A), : « formes d’audit : l’audit interne », in “encyclopédie de comptabilité, contrôle de gestion et audit”, Economica, Paris. 2000 MOELLER (R),: « Brink’s Modern Internal Auditing », 7th Ed, John Wiley & Sons, Inc., New Jersey, 1999 MOELLER, (R)., “Brink’s Modern Internal Auditing: A Common Body of Knowledge’’, 7th Ed, John Wiley & Sons, Inc., New Jersey, 2009, References 181 NELSON, (R) and Winter, (S): ”An Evolutionary Theory of Economic Change”, Cambridge MA: Harvard University Press. 1982 PENROSE, (E): ”The Theory of the Growth of the Firm”, Oxford: Oxford University Press. 1959 PIGÉ, (B). : “le pouvoir de revocation du conseil d’administration et l’incitation à la performance des dirigeants’’, cahier de recherche du CREGO, n° 9306, université de Bourgone, september, 1993 PIOT, (C). Chapitre 6 : « Qualité de l'audit, information financière et gouvernance : enjeux et apports ». In : Alain Finet éd., « Gouvernement d'entreprise: Aspects managériaux, comptables et financiers » (PP. 203-204). Louvain-la-Neuve, Belgique: De Boeck Supérieur, 2005 RENARD, (J), : “Théorie et pratique de L’audit interne’’ 5th Ed, Eyrolles, Paris, 2010, ROBERTSON., (D), “Control of Industry”, PP. 85, and by Professor Arnold (P), “ Trends in Business Administration”, Economia,02/1932 ROBESON, (E). ; ”Real-world research”. Oxford: Blackwell, 1993 SAUNDERS, (M). Et al: “research methods for business students”, 2ndEd, London: prentice Hill. 2000 SCHICK (P), Vera(J), BOURROUILH-PAREGE(O), : « Audit interne et référentiels de risques », Ed Dunod, Paris, 2010 SCHICK, (P), EVRAERT, (S), VERA, (J). « Mémento d'audit interne ». Paris: Dunod. 2007 SIMON, (H): “Administrative Behavior: A Study of Decision-Making Processes in Administrative Organizations”, Chicago: MacMillan, 1947 SPENCER (K),: « The Internal Auditing Handbook », (3ed Ed), John Wiley and Sons, Ltd, 2010 THIERY (D), : « L’audit », la découverte, Paris, 2004 TOKINIAINA (R), :« Réussir Le DSCG 4 Comptabilités Et Audit », in “Réussir le DSCG”, N°02, Eyrolles, 2015 WEBER (C), et al: “Internal Audit Handbook’’, Springer, Berlin, 2008 References 182 ZINGALES, (L): “Corporate Governance”, N° 6309, NBER Working Papers, National Bureau of Economic ,1997 Articles and Journals AKERLOF (G).,: “the Market for "Lemons": Quality Uncertainty and the Market Mechanism”, The Quarterly Journal of Economics, Vol. 84, 3rd Ed, 2002 ALCHIAN, (A), DEMSETZ, (H). « Production, Information Costs, and Economic Organization », American Economic Review, December 1972 BAYSINGER (D), BUTLER (N) “Corporate Governance and the Board of Directors: Performance Effects of Changes in Board Composition”, The Journal of Law, Economics, and Organization, Volume 1, Issue 1, SPRING, 1985 BAYSINGER, (B), and HOSKISSON. (E): "The Composition of Boards of Directors and Strategic Control: Effects on Corporate Strategy.” Academy of Management Review 15.1, 1990 BLAIR (M) and STOUT. (A): “A-Team Production Theory of Corporate Law”, Virginia Law Review, volume 85, n°: 02, 03/1999 CASTANIAS, (R) and HELFAT, (C):” Managerial Resources and Rents”, Journal of Management, 17, N°. 1: 1991. CHARREAUX G, : «Gouvernance des entreprises : valeur partenariale contrevaleur actionnaire », Finance Contrôle Stratégie, Vol. 1, N°2, 2000 CHARREAUX, (G) : « Modes de contrôle des dirigeants et performance des firmes», Revue D’Economie Industrielle, 1er trimestre: 1995 CHARREAUX, (G) : « Pour une véritable théorie de la latitude managériale et du gouvernement des entreprises », Revue Française de Gestion, 1996 CHARREUX (G)., “Pour une véritable théorie de la latitude managériale et du gouvernement des entreprises’’, Revue française de gestion,1996. CHUGH, (R), MEADOR (W), and MATTHEW (W): "Corporate Governance: Shareholder Rights and Firm Performance." Journal of Business & Economics Research (JBER) 2010 COASE, (R), “the nature of the firm”, Economica, New series, Vol. 4, N° 16, 1937. References 183 DEMSETZ (H): “The Structure of Ownership and Theory of the Firm’’. Journal of Law and Economics, 1983 DEMSETZ, (H): “The Theory of the Firm Revisited” in O. E. Williamson and S. Winter: “The Nature of the Firm”, New York: Oxford University Press, 1991, PP. 159–178, TEECE, (D), RUMELT, (R), DOSI, (G), and WINTER, (S): “Understanding Corporate Coherence”, Journal of Economic Behavior and Organization, N°23: 1994, DENIS.(K), and MCCONNELL.(J): “International Corporate Governance”, Shleifer The Journal of Financial and Quantitative Analysis, Mar. 2003, Vol. 38, N°1, Mar. 2003 FAMA, (E): “Agency Problems and the Theory of the Firm”, Journal of Political Economy, 88, No. 2, 1980 FOSS, (N):” Firms, Incomplete Contracts, and Organizational Learning”, Human Systems Management, 15, No. 1: 1996a GROSSMAN, (S), and HART, (O): “The Costs and Benefits of Ownership: A Theory of Vertical and Lateral Integration”, Journal of Political Economy, N° 94:1986 HART, (O). and MOORE, (J): ” Property Rights and the Nature of the Firm”, Journal of Political Economy, 98, No. 6: 1990 JENSEN, (M), and MECKLING, (W). « Theory of the Firm: Managerial Behaviour, Agency Cost, and Ownership Structure », Journal of Financial Economics, N° 3, 1976, JENSEN, (M): “Value Maximization, Stakeholder Theory, and the Corporate Objective Function”, European Financial Management, Vol 7, No. 3, 2001 LEI, (C): “revelation is seen from the principal-agent theory to the reform of our management system of institutions”, Journal of Chengdu University, N° 1, 2007, LOASBY, (B):” Cognition, Capabilities and Cooperation”, International Journal of Management and Decision Making, Vol 2, No. 1, 2001a RAJAN, (R), and ZINGALES, (L). “Power in a Theory of the Firm, Quarterly”, Journal of Economics, Vol 113, No. 2: 1998a. SHLEIFER, (A), and VISHNY, (W): “A Survey of Corporate Governance”, Journal of Finance, Vol 52, N° 2, 1997, References 184 SHLEIFER, (A), and VISHNY,(W): “Management Entrenchment: The Case of ManagerSpecific Investments”, Journal of Financial Economics, Vol 25, N°2,1989 SILVOSO, (J),« Report of the Committee on Basic Auditing Concepts », The Accounting Review, Vol 47, 1972 WHITTA-JACOBSEN, (H); “Economic Darwinism.” Theory and Decision 70, 2011 WILLIAMSON, (O), “Corporate Governance”, Yale Law Journal, Vol 93, 1984 Williamson, (O): ” Transaction-cost economics: The governance of contractual relations”. Journal of Law and Economics, 1979 ZINGALES, (L): “In Search of New Foundations”, Journal of Finance, Vol 55, No. 4: 2000 Maneuls and Dictionnaires Code Algerian de Governances “The Algerian Code of Corporate Governance”, edition 2009 Institute of internal auditors (IIA), “internal standards for the professional practice of auditing internal’’, 2016 Institute of Internal Auditors, (IIA): « International Standards for the Professional Practice of Internal Auditing », Glossary. 2016 The Committee of Sponsoring Organizations of the Tread way Commission (COSO), “Enterprise Risk Management Integrated Framework”, 2004, The Institute of Internal Auditors, (IIA), “International Standards for the Professional Practice of Internal Auditing (Standards)’’, Thesis and University Works KANDI (A) « l’audit et le control interne comme un outil de dynamisation de la gouvernance d’entreprise dans un contexte algérien », thèse doctorat en science commercial, EHEC Alger, 2017-2018 PALMROSE, (Z): "Maintaining the value and viability of independent auditors as gatekeepers under SOX: An auditing master proposal." Financial Gatekeepers: Can they protect investors: 2006 References 185 Laws and Regulations Article n°40, official journal, 27th N°02, chapter n°08, 12/01/1988 Canadian Securities Administrators (CSA),: “Staff Notice 58-306 2010 Corporate Governance Disclosure Compliance”, 2010 European Union Directives, Guiding Articles issued by the European Commission (EC), applied across Europe through each country’s legislation. 2006 Securities exchange act, “Regulation of Securities Exchanges”. 1934 The United States, (US) (2002), the Sarbanes - Oxley of 2002: Conference report (to accompany H.R. 3763). Washington, D.C, 2002 The United States (U.S°. (2002). Sarbanes-Oxley Act of 2003: Conference report (to accompany H.R. (3763), Washington, D.C. 2002 Report And Administrative Documents Centre d'Ingénierie et d'Expertise Financière, (CIEF), (n.d.), « Guide d’audit », Vol n°01, International Federation of Accountants (IFAC), “ Integrating the Business Reporting Supply Chain’’, 2011 International Federation of Accountants (IFAC), “Evaluating and Improving Internal Control Organizations’’, 2012 institute of Internal Auditors (IIA), - UK and Ireland. & Deloitte & Touche (Organization): “the value agenda: A detailed study of how and where internal audit adds value”. London, 2003 Organization for Economic Co-operation and Development (OCED) “principals of good corporate governance”,2015, TERRY (H), institute of Internal Audit (IIA),(n.d.), ”Trends and challenges”, Deloitte The Committee on the Financial Aspects of Corporate Governance “the financial aspect of corporate governance”, UK, December 1992 The Institute of Internal Auditors, (IIA),: “IIA Position Paper: The Role of Internal Auditing in Enterprise-Wide Risk Management”. 2009, References 186 Website https://democracy.manchester.gov.uk/mgCommitteeDetails.aspx?ID=143 consulted https://nanopdf.com/download/chapter-6-conducting-the-audit-engagement_pdf ) https://www.accountingnotes.net/auditing/management-audit/management-audit-meaningand-objective-auditing/10525 , https://www.totaltaxaccountants.co.uk/internal-audit https://na.theiia.org/standards-guidance/Public%20Documents/IPPF-Standards-2017.pdf http://www.theiia.org.uk https://www2.deloitte.com/content/dam/Deloitte/lu/Documents/risk/internal-audit-trendschallenges_BHI.pdf , consulted Website: https://www.ifac.org/about-ifac/professional-accountants- business/publications/evaluating-and-improving-internal-control-organizations-0 https://www.ifac.org/publications/integrating-business-reporting-supply-chain https://www.nyse.com Others (news Paper, archives, conferences, etc.) CHARLES (P). « Relations d’agence, opportunités de croissance et notoriété De l’auditeur externe: une étude empirique du marché français ». 21eme congres de AFC, France, 2000. O'GRADY (J), « Recent Corporate Failures - Key Lessons from the Private Sector» Conference on Corporate Governance in the Public Sector, Canberra, 13 August 2002 Appendices Appendices Background questions: 1. Gender: Male Female 2. Age: 20-30 years 31-40 years old 41-50 years old Over 51 years old 3. Level of education: High school Bachelor's degree Engineering Master Magister PhD 4. Experience Professional: Less than 5 years Between 5 and 10 years More than 10 years 5. Specialty and position held: Human resources inspection Quality Accounting and Finance Department 6. Have you ever performed an audit/inspection mission? Yes II Appendices No 7. Your current position: Senior Manager Superior Manager Senior Executive Chief Executive Officer Manager Master III IV Appendices N axis 01 ° 1 disagree Does internal audit take into account the risk appetite and risk tolerance established by the board of directors when conducting an audit of the ERM 2 Does the internal audit function have a reasonable balance between consulting and assurance activity when performing an audit on ERM 3 The internal audit function assists other functions in identifying and assessing risks 4 The internal audit ensures the consolidation of risk reporting and communication. 5 Internal audit contributes to the development of an ERM framework adapted to the company's environment and culture. 6 The internal audit verifies the risk management process and procedures and their efficiency and effectiveness 7 Internal audits can provide assurance on risk assessment. 8 Internal audit communicates the results of the risk management report to the board of directors or the audit committee. 9 Strongly Internal audit can provide management with tools and techniques to improve ERM 1 Internal audit can help management identify 0 appropriate ways to minimize risk and improve risk response disagree neutral agree Strongly agree V Appendices 1 The internal auditor takes responsibility for 1 evaluating the risk management process for which he or she is responsible. 1 Internal audit helps management align risk 2 appetite and business strategy. 1 Internal audit can help management seize the 3 opportunity and management takes into account the audit proposal in setting objectives? 1 Does internal audit have the necessary means to 4 assess risks? N° Axis 02 Strongly disagree 1 Can the use of CAATs and the information system in the audit facilitate the resolution of information asymmetry? 2 Internal audit assists third parties (shareholders and funders) by providing a going concern opinion and financial statement audit. 3 the reinforcement of internal control by the audit function can reduce information asymmetry between management and employees 4 the demand for internal audit by the manager to reduce the information asymmetry problem is in correlation with the latter 5 Internal audit can help management in the deployment of capital by obtaining sufficient information capital needs, etc. disagree neutral agree Strongly agree VI Appendices 6 the internal audit can facilitate the work of BOD in identify the strategy by providing relevant information on the ERM system and control system 7 The internal audit has adequate authorization to access the necessary information at the appropriate time. 8 Does the BOD and audit committee guarantee the independence of the internal audit function? 9 The internal audit function in your company does not put the financing and accounting in the first place than other functions. Axis 03 Strongly disagree 1 internal audit help employee understand the current situation 2 Internal auditing helps the company's employees to master their work by developing new techniques and knowledge. 3 Internal audits can provide assurance on the rights of the organization's personnel through the application of appropriate regulations. 4 Other company functions can use internal audit reports to enhance their performance. 5 Internal audits can protect the organization's staff by providing assurance on the financial situation. disagree neutral agree Strongly agree Appendices 6 The internal audit function can facilitate the work of the external/legal audit. 7 There is a negative correlation between the whistleblower program and internal audit effectiveness. 8 The internal audit consulting service can facilitate the work of the senior manager. 9 Internal audit protects shareholders' assets by providing an opinion on the reliability of financial statements VII Table of contents Table of Contents Abstract Dedication Acknowledgments List of Tables List of Figures List of Abbreviations Summary General introduction………………………………….…………….…...………….………1 Chapter one: Corporate Governance Literature Review….………...……………..….....7 Chapter one introduction………………..…………………..………………..................……8 Section one: Generalities and history of the corporate governance………………………….9 1 The historical evolution of the governance concept: ................................................... 9 1.1 The Medieval governance:......................................................................................... 10 1.2 The governance in the middle ages: .......................................................................... 10 1.3 Modern governance: .................................................................................................. 11 1.4 Governance, a concept that draws on economics theory: .......................................... 11 2 The genesis of the corporate governance conceptual framework and firm theories……………………………...…………………………………………………..…….12 2.1 The emergence of the entrepreneurial firm:......................................................... 13 2.2 From the entrepreneurial firm to Managerial Firm: ............................................. 17 2.3 The transaction cost theory: “the firm as a governance structure” ...................... 18 2.4The firm as nexus of contracts: ......................... ...................................................19 2.5 The theory of incomplete contract: The firm as a “collection of non-human assets” ................................................................................................................................ 21 2.6 The agency relationship ....................................................................................... 22 2.6.1 The agency cost........................................................................................... 23 Table of Contents 2.6.2 The source of agency conflict ..................................................................... 23 3 Definitions of the Concept of Corporate Governance: .............................................. 26 4 Corporate Governance Devices and Actors:.............................................................. 27 4.1 The board of directors:............................................................................................... 27 4.2 Corporate officers: management executives .............................................................. 28 4.3 Audit Committee........................................................................................................ 28 4.4 The Corporate Stakeholders:......................................................................................29 4.4.1 Internal stakeholders: ............................................................................................... 29 4.4.2 External stakeholders: .............................................................................................. 30 Section two: The two approaches of the paradigm of efficiency………………………….….31 1 The disciplinary view of Corporate Governance ....................................................... 32 1.1 The Shareholder model of the corporate governance ................................................ 32 1.2 The stakeholders model of corporate governance: .................................................... 36 2 The knowledge-based approach of governance:........................................................ 40 Section three: The corporate governance mechanisms……...………………….………….…44 1 Internal mechanisms of corporate governance .......................................................... 44 1.1 The shareholder control mechanism of the managers ............................................... 44 1.1.1 The board of directors ................................................................................. 45 1.1.2 Compensation committee: the remuneration mechanism ........................... 46 1.1.3 The management turnover .......................................................................... 47 1.1.4 The shareholders right and general assemblies........................................... 47 1.2 External Audit and audit committee .......................................................................... 47 1.3 Employees as a mechanism of controlling managers ................................................ 48 1.3.1 The procedures for controlling the managers by the employees ................48 1.3.1.1 Employee participation in the decision-making process ................................ 49 Table of Contents 1.3.1.2 Employee participation in the management control process .......................... 49 1.4 The stakeholder's mechanisms of controlling managers............................................ 49 1.4.1Internal stakeholders.................................................................................................. 49 1.4.2External stakeholders ................................................................................................ 49 2 External corporate governance mechanism ............................................................... 50 2.1 The hostile takeover or the financial market ............................................................. 50 2.2 The manager market labor ......................................................................................... 50 2.2.1 The internal labor market for managers ...................................................... 50 2.2.2 The external labor market for managers ..................................................... 50 2.3 The market for goods and services ............................................................................ 51 Chapter one conclusion……………...…………………………………………….….………52 Chapter two: The Internal Audit and the Corporate Governance Interrelation from Theoretical Perspective……………..…………...……………………….….........................53 Chapter two introduction………………………....…………………………………………...54 Section one: Generally about internal audit……….………………………….......…………..55 1 An internal audit from a historical standpoint ........................................................... 55 2 The internal Audit definition ..................................................................................... 56 2.1 Audit definition.......................................................................................................... 57 2.2 Internal audit definition: ............................................................................................ 58 3 Internal audit objectives ......................................... ...................................................59 4 Internal audit organization ......................................................................................... 60 4.1 Internal audit international professional practices framework (IPPF) ....................... 60 5 Internal Audit Standards ............................................................................................ 61 5.1 Internal audit code of ethics ....................................................................................... 63 5.2 Internal audit charter .................................................................................................. 64 Section two: Internal audit forms and types.……………...……………….……………….…65 1 Accounting and Financial Audit ................................................................................ 65 Table of Contents 2 The operational audit ................................................................................................. 65 2.1 Strategic audit ............................................................................................................ 67 2.2 Management auditing ................................................................................................ 68 2.3 Compliance audit ....................................................................................................... 69 2.4 Efficiency audit ......................................................................................................... 70 2.5 Audit classification by function:................................................................................ 70 Section three: The organisation of the audit mission….…………………………….…..……72 3.1 The preparatory phase of audit activities: .................................................................. 73 3.1.1 Initial planning and preliminary objective statement.................................. 73 3.1.2 The mission order........................................................................................ 73 3.1.3 The preliminary study ................................................................................. 74 3.1.4 Risk identification and evaluation............................................................... 75 3.1.5 The audit reference...................................................................................... 76 3.1.6 The orientation report.................................................................................. 77 3.2 Performing the internal audit: .................................................................................... 77 3.2.1 The opening meeting: “the kick-off meeting” ............................................ 77 3.2.2 The audit work program.............................................................................. 77 3.2.3 Internal control questionnaire ..................................................................... 78 3.2.4 The Audit Fieldwork ................................................................................... 79 3.2.5 The audit evidence ...................................................................................... 79 3.2.6 The audit work-papers ................................................................................ 79 3.2.7 The audit point sheet ................................................................................... 80 3.2.8 The audit preliminary finding sheet “FRAPs” ............................................ 80 3.2.9 The draft rapport the communication phase ...............................................81 3.3 Conclusion phase ....................................................................................................... 82 3.3.1 Validation and cloture meeting ................................................................... 82 Table of Contents 3.3.2 The audit rapport ......................................................................................... 82 3.3.3 The action plan ............................................................................................ 83 3.4 The follow-up phase .................................................................................................. 83 4 The internal audit tools and techniques: .................................................................... 84 4.1 The Investigation tools and techniques:..................................................................... 84 4.1.1 The Statistical survey: ................................................................................. 84 4.1.2 Interviews .................................................................................................... 85 4.1.3 Computer-Assisted Audit Tools and Techniques (CAATTs) ..................... 85 4.2 The Description tools ................................................................................................. 86 4.2.1 The physical observation ............................................................................ 86 4.2.2 The flow chart ............................................................................................. 86 4.2.3 The narrative ............................................................................................... 86 4.2.4 Task Analysis Grid...................................................................................... 87 4.2.5 The functional organization chart ............................................................... 87 Section four: internal audit as a mechanism of corporate governance......................................88 1 Internal audit and corporate governance theories; agency theory and transaction cost theory: ……………………………………………………………………………………....88 1.1 Internal audit and agency theory: ............................................................................... 88 1.2 The internal audit and the transaction cost theory ..................................................... 89 2 The role of internal audit in the assessment of the internal control system ............... 89 2.1 Definition of internal control ..................................................................................... 90 2.2 The importance of the internal control....................................................................... 92 2.3 The relation between the internal audit and internal control system: ........................ 93 3 Internal audit role in enterprise risk management (ERM) for good corporate governance ................................................................................................................................ 95 3.1 The role of internal in the enterprise risk management ............................................. 97 3.2 The importance of enterprise risk management in the corporate governance ........... 99 Table of Contents 4 Internal audit and the problem of information asymmetry ...................................... 100 Chapter two conclusion………………………………….…………………...……………...103 Chapter Three: Study Case: The GRTE’s Internal Audit Function As a Succor of Corporate Governance……...……………….………………………………….….…...…104 Chapter three introduction………………………………...…………….…………….……..105 Section one: General Presentation of GRTE…………………………………….………….106 1.1 The Sonelgaz group presentation: ............................................................................ 106 1.2 The presentation of the GRTE-Spa company: ......................................................... 107 2 1.2.1 The mission of the company ..................................................................... 107 1.2.2 The company activities ............................................................................. 110 The Governance and Internal Audit In GRTE ......................................................... 111 2.1 The governance of the GRTE: ................................................................................. 111 2.1.1 The General Assembly .............................................................................. 111 2.1.2 The Board of Directors ............................................................................. 111 2.2 The internal audit in GRTE: .................................................................................... 112 2.2.1 The definition of internal audit in the GRTE-(Sonelgaz) .......................... 112 2.2.2 The Missions and Objectives of Internal Audit function within GRTE (Sonelgaz)……………………………………………………………………. ….....113 2.2.2.1 The mission of internal audit ........................................................................ 113 2.2.2.2 The objectives of the internal audit function within the GRTE (Sonelgaz) . 114 2.2.2.3 The Attachment of the Audit Department .................................................... 114 2.2.2.4 Role and responsibilities of the audit function ............................................. 115 3 The Organizational Structure of The GRTE-Spa Company .................................... 115 Section two: the internal audit function significance in the corporate governance case study of the GRTE Algerian public company……………………………………..........................….118 1 Research Methodology ............................................................................................ 118 Table of Contents 1.1.1 The deductive approach: ........................................................................... 118 1.1.2 The indicative approach:............................................................................. 120 1.2 The current research design ..................................................................................... 122 1.3 Research method ...................................................................................................... 123 1.3.1 2 Study variables .......................................................................................... 124 Presentation of a quantitative survey ....................................................................... 126 2.1 Outline the current research process: ........................................................ 126 2.1.1 Sampling and data collection methods ......................................................... 126 2.1.2 Questionnaire presentation ........................................................................... 127 2.1.3 Reviewing the questionnaire: ........................................................................ 130 2.1.4 Reliability test of the questionnaire .............................................................. 130 2.1.5 The statistical method used in the study ....................................................... 134 2.2 2.2.1 Data analysis and interpretation ................................................................ 135 The statistical description of the selected study sample in terms of personal characteristics .............................................................................................................. 135 2.2.1.1 Distribution of sample members by: Gender .......................................... 135 2..2.1.2 Distribution of sample members by: Age ............................................... 136 2..2.1.3 Distribution of sample members by: Educational Degrees ..................... 138 2..2.1.4 Distribution of sample members by: Years of Experiences .................... 139 2.2.1.5 Distribution of sample members by: profession ..................................... 139 2..2.1.6 Distribution of sample members by: internal audit/control/inspection mission……………… ............................................................................................. 141 2.2.1.7 Distribution of sample members by their social professional position……............................................................................................................. 143 2.3 The Analysis and Interpretation of Study’s Axis. ..................................... 144 2.3.1 Axis 01: The impact of the internal Audit in the enterprise risk management system to improve corporate governance .................................................................... 147 Table of Contents 2.3.2 Axis 02: The role of internal audit in enhancing corporate governance by reducing the problem of information asymmetry ........................................................ 154 2.3.3 Axis 03: Importance of internal audit function in protecting and enhancing the audit stakeholders ........................................................................................................ 158 2.4 Hypothesis test: ........................................................................................................ 162 2.4.1 The Z test for normality ............................................................................ 162 2.4.2 Kolmogorov-Smirnov for normality test .................................................. 165 2.4.3 Shapiro-Walik test.................................................................................. 166 2.4.4 The One-Sample T-Test .......................................................................... 167 2.4.4.1 The first hypothesis ................................................................................. 167 2.4.4.2 The second hypothesis ............................................................................ 169 2.4.4.3 The third hypothesis: ............................................................................... 170 Chapter three conclusion…………………………………………………….………...172 General conclusion ………...…………………………………………..……………...173 References.………………………………………………………………….178 Appendices …………………………………...………………………..……................187