公司治理下內部控制有效性之研究—以A銀行稽核部組織變革為例
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2015
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近年來國內外重大經濟危機及犯罪案件層出不窮，造成社會大眾及投資者鉅額損失；1997年亞洲金融風暴、2007年美國次貸危機及2008年雷曼兄弟破產，在金融犯罪方面，國外有霸菱、大和銀行、法國興業銀行、安隆及世界通訊等弊案；國內則有國票、萬泰銀行、博達及力霸案等弊案，這些案件突顯公司治理的重要性，在股權分散的結構下，缺乏控制權的大股東，如何監督經理人，股權集中在大股東上，如何規範股東的利害關係人交易；也呈現出公司治理下內部控制及內部稽核失控所造成的嚴重損失，更強調內部控制對公司永續經營的影響，因此本研究擇取A銀行稽核部門的組織變革，採用敍述性個案研究之方式，運用文獻分析參與觀察法，探究其內部控制的有效性。
內部控制係一種程序，如何讓內部控制展現其效能，需藉由內部稽核來達到防止錯誤與弊端、提高經營績效及保障資產安全，內部稽核係評估內部控制執行的結果，確保公司治理是否正常運作與持續性的經營，內部控制與內部稽核係經營公司風險管控的重要機制，公司治理良莠與否，端視內部控制執行是否有效與內部稽核是否確實評估內部控制執行情形，A銀行為提昇內部稽核的效能，透過組織診斷，進行組織變革，提昇稽核風險意識、推動風險導向的查核方式、重新調整組織架構、強化稽核人員素質、薪資奬酬制度的調整、重建資訊系統進行風險管控，以提升內部控制之效益，並合理確保達到銀行獲利、績效及保障資產安全等營運的目標及相關法令的遵循。
在稽核部組織變革的過程中，組織進行各項改革措施，為分析組織變革的效益，本研究透過深度訪談的方式進一步了解A銀行稽核部門組織變革的目的與進行變革的方法，並依據2010~2013年內部控制的績效進行差異分析，探究其變革的結果為何，再探討變革關鍵成功因素，以供其他銀行同業未來進行組織變革的參考。
本研究經個案分析後，歸納出下列結論：A銀行為提昇稽核效率實施組織變革，應持續性進行組織變革，並採計劃性變革方式進行，透過溝通取得經營者的支持、各部室主管的配合及所有員工的共同參與，同時建立配套措施及縮短磨合期，才能發揮變革的效益，內部稽核的效率才能提昇，內部稽核品質的提昇才能確保內部控制之有效性及公司治理之嚴謹度。
關鍵字：公司治理、內部控制、內部稽核、組織變革
In the recent years, there were some major economic crisis and financial crimes occurred in domestic and abroad which made huge losses of the public and investors, such as Asian financial crisis in year 1997, the US subprime mortgage crisis in year 2007 and the bankruptcy of Lehman Brothers in year 2008. In the aspect of financial crimes, Barings Bank , Daiwa Bank, Societe Generale Bank, Enron, WorldCom, and other scandals happened in the foreign countries; in domestic, International Bills Finance Corp, Cosmos Bank, PROCOMP Informatics Ltd. and CHINA REBAR Co., Ltd. scandal, these cases show the importance of corporate governance. Under the situation of the ownership structure dispersed, how the major shareholders monitor the managers, and how to control the interest parties transactions when the equity concentrated on the major shareholders. Also, those cases show the serious losses caused by the out of control of the internal control and internal auditing, and emphasis the impacts of internal control on the company’s sustainable developments. This thesis studied the organizational changes on the auditing department in Bank A and bring out the analysis of the effectiveness on the internal controls. Internal control is the procedure which makes internal control effective, to prevent errors and defects by internal audit, and to improve business performance and protect the company assets. Internal audit can assess the results of the implementation of internal controls to ensure the operations of the company governance. Internal control and internal audit are the important mechanism for risks control, and the status of corporate governance can be evaluated by the implementation of internal control and internal audit. Band A diagnosed and transformed its organization to enhance the internal audit efficacy, to upgrade risks awareness and promote the manner of risk-oriented, adjust the organizational structure, salary and reward mechanism, strengthen auditors quality, and reconstruct information of technology systems to improve the effectiveness of internal controls, and to ensure that the bank profit and performance objectives are achieved and the related to the regulations which are followed. During the process of the Auditing Department transformed, the organization took some steps. For analyzing the effectiveness of organization transformed, this thesis analyzed the purpose and methods of Bank A by interviewing the auditors in Bank A, and analyzed the internal control performances and the difference in the year 2010 to year 2013 to explore the results and investigate the critical success factors of transformation to provide the reference for other banks which will transform the organization in the future. After analysis of these cases, we noted that Bank A has taken the continuous methods of transformation and adopted the planned measures to improve the auditing efficiency, and obtained the supports by the leader and managers as well as the cooperation from all employees, the Bank A built surrounding measures and shortened the adjustment period to bring out the benefits of transformation which ensure the effectiveness of internal controls and corporate governance. Key word：Corporate Governance、Internal control、Internal audit、organizational change
In the recent years, there were some major economic crisis and financial crimes occurred in domestic and abroad which made huge losses of the public and investors, such as Asian financial crisis in year 1997, the US subprime mortgage crisis in year 2007 and the bankruptcy of Lehman Brothers in year 2008. In the aspect of financial crimes, Barings Bank , Daiwa Bank, Societe Generale Bank, Enron, WorldCom, and other scandals happened in the foreign countries; in domestic, International Bills Finance Corp, Cosmos Bank, PROCOMP Informatics Ltd. and CHINA REBAR Co., Ltd. scandal, these cases show the importance of corporate governance. Under the situation of the ownership structure dispersed, how the major shareholders monitor the managers, and how to control the interest parties transactions when the equity concentrated on the major shareholders. Also, those cases show the serious losses caused by the out of control of the internal control and internal auditing, and emphasis the impacts of internal control on the company’s sustainable developments. This thesis studied the organizational changes on the auditing department in Bank A and bring out the analysis of the effectiveness on the internal controls. Internal control is the procedure which makes internal control effective, to prevent errors and defects by internal audit, and to improve business performance and protect the company assets. Internal audit can assess the results of the implementation of internal controls to ensure the operations of the company governance. Internal control and internal audit are the important mechanism for risks control, and the status of corporate governance can be evaluated by the implementation of internal control and internal audit. Band A diagnosed and transformed its organization to enhance the internal audit efficacy, to upgrade risks awareness and promote the manner of risk-oriented, adjust the organizational structure, salary and reward mechanism, strengthen auditors quality, and reconstruct information of technology systems to improve the effectiveness of internal controls, and to ensure that the bank profit and performance objectives are achieved and the related to the regulations which are followed. During the process of the Auditing Department transformed, the organization took some steps. For analyzing the effectiveness of organization transformed, this thesis analyzed the purpose and methods of Bank A by interviewing the auditors in Bank A, and analyzed the internal control performances and the difference in the year 2010 to year 2013 to explore the results and investigate the critical success factors of transformation to provide the reference for other banks which will transform the organization in the future. After analysis of these cases, we noted that Bank A has taken the continuous methods of transformation and adopted the planned measures to improve the auditing efficiency, and obtained the supports by the leader and managers as well as the cooperation from all employees, the Bank A built surrounding measures and shortened the adjustment period to bring out the benefits of transformation which ensure the effectiveness of internal controls and corporate governance. Key word：Corporate Governance、Internal control、Internal audit、organizational change
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Keywords
公司治理, 內部控制, 內部稽核, 組織變革, Corporate Governance, Internal control, Internal audit, organizational change