According to the definition of the international standard Corporate Governance Association, the combination of the process and structure of the board of directors to inform, direct management and supervision, organization to achieve its objectives of the activities. Although there is no universally accepted definition of corporate governance in the UK the first version was made by the Commission 1992. Its 2.5 segment is still a classic definition: "business management" is a system controlled by the company. The board of directors is responsible for the management of the company. The role of shareholders in corporate governance is to appoint directors and auditors, and to meet the corporate governance structure, the board of directors' responsibilities include the development of the company's strategic objectives, to provide leadership to make it effective,Supervise and manage the business and report to the shareholders. The act of the board of directors shall be subject to the provisions of laws, regulations and general meeting of shareholders, so that the board of directors of the company will do what and how to set the value of the company, and will be different from the company's daily operations management. Therefore, the combination of corporate governance and internal audit is based on the maximization of the value of shareholders or stakeholders. The essence of internal audit and corporate governance is a series of institutional arrangements, the internal audit in the right arrangement and interests distribution and corporate governance as subject to the constraint mechanism,But internal audit can only be regarded as a kind of arrangement of corporate governance system, which is an important part of the company's constraint mechanism. This is mainly in two aspects: (1) the internal audit is the evaluation and supervision of corporate governance, (2) corporate governance is an important internal audit system environment.
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