1、2200 单词， 12700 英文字符， 3587 汉字 出处 :Laura F. Spira. Michael Page .Regulation by disclosure: the case of internal control, Springer Science, Business Media, LLC. 2009(14):409-433. 原文 ： Regulation by disclosure: the case of internal control 1. Introduction: disclosure as a regulatory tool &nb
2、sp;The traditional framework of corporate accountability relies on disclosure of information to stakeholders. The form, content and reliability of this disclosure have been a matter of concern and debate ever since the establishment of legislative protection for investors and creditors in the mid ni
3、neteenth century. Financial scandals typically prompt calls for improvements in disclosure. The assumption underlying this form of disclosure is that stakeholders will be provided with information through which they may hold company management to account for the use of resources provideda stewardshi
4、p approach. A different view of the purpose of disclosure underlies developments in standardising financial reporting which have been justified on the basis that users of financial statements need information in order to make a broad range of economic decisions about their relationships with c
5、orporations, an assumption which underpins the development of conceptual frameworks for financial reporting. More recently, disclosure has become viewed as a tool of regulation. For example, the UK Companies Act 2006 has required companies to make disclosures relating to risks and future prosp
6、ects. This approach to disclosure as a regulatory tool is reflected in recent discussions of European policy. The Winter Report1 of 2002 stated: Disclosure requirements can sometimes provide a more efficient regulatory tool than substantive regulation through more or less detailed rules. Such
7、disclosure creates a lighter regulatory environment and allows for greater flexibility and adaptability. (p. 34) The discussion paper “Risk Management and Internal Control in the EU” states that: if regulation is necessary, then disclosure of information should be the preferred regulator
8、y tool because it puts power in the hands of shareholders and markets rather than leaving it entirely with regulators (Fdration des Experts Comptables Europens 2005, p. 4) Disclosure is thus seen to be beneficial from three linked and overlapping perspectives: in securing corporate accountabil
9、ity and the exercise of good corporate governance on behalf of stakeholders； in enabling better investment decisions and the smooth running of capital markets； and as a form of indirect regulation that achieves the goals of regulators. In the US, securities legislation has relied on mandated d
10、isclosure since the 1930s. Although disclosure is central to its regime of corporate accountability, the UK approach to corporate legislation has been significantly different: recognition of this difference has been heightened in much of the recent rules v. principles debate following the Enron deba
11、cle (Bush 2005). The response to such apparent failings of the system of accountability is typically a demand for fuller disclosure of information. The development of UK corporate governance policy has been characterised by a softer approach, based on the principle of comply or explain, under
12、which disclosure of information about compliance becomes mandatory, although code compliance remains voluntary. Arguments in support of this approach rest on the need for flexibility to recognise the range of diversity among companies and their activities and the assumption that the information prov
13、ided about compliance will allow enforcement through market discipline.2 Studies of disclosure tend to focus on the readily observablethe content of the disclosures themselvesrather than the behavioural effects in corporate policies and processes which disclosure is intended to secure but whic
14、h are far more difficult to assess. However, the knowledge that disclosure is required may have an earlier and equally important effect on management behaviour as that produced by market response. This is hinted at in the comment of William L Cary, former chairman of the Securities and Exchange Comm
15、ission who wrote in 1967 that: Disclosure is the most realistic means of coping with the ever-present problem of conflicts of interest. In some instances our conduct is motivated by what we think is right, without regard to anything else. But, perhaps equally important, ethical behaviourand wi
16、se counsellingresults from estimating the public reaction to a full knowledge of a planned course of conduct. The requirement of disclosure in certain instances, and its possibility always, is thus a most important regulatory force in our society. Disclosure is the foundation of reliance on self-reg
17、ulatory approaches to conflict problems and is the clearest alternative to greater governmental or institutional intervention. Cary 1967: 408 Although statements such as those above identify disclosure as a regulatory tool, Carys is unusual in that it attempts to describe the mechanisms by whi
18、ch it works. In this paper we focus on a specific form of disclosurethat relating to internal controlin a specific contextthat of the UKs “comply or explain” corporate governance regime. Our choice of internal control as a disclosure topic reflects the continuing focus on this area. In 1999 th
19、e Institute of Chartered Accountants in England and Wales (ICAEW) published “Internal Control: Guidance for Directors on the Combined Code” Internal Control Working Party (The Turnbull Report) 1999. It was prepared by an Internal Control Working Party chaired by Nigel Turnbull and is often referred
20、to as “the Turnbull report” or “the Turnbull guidance”. The Financial Reporting Council later set up the Turnbull Review Group which published revised guidance in 2005 (Turnbull Review Group 2005). Almost simultaneously ICAEW published a briefing document “Implementing Turnbulla Boardroom Briefing”
21、(Jones and Sutherland 1999). We consider the impact of internal control disclosure requirements by examining the nature of the disclosures made in accordance with the Turnbull guidance for directors reporting on internal control. We observe that the format and content of such disclosures may converg
22、e into a standardised boilerplate and we discuss the implications of this. In contrast to other recent studies (e.g. Beattie et al. 2004； Beretta and Bozzolan 2004； Abraham et al. 2005； Linsley and Shrives 2005) which have sought to measure disclosure quality through the adoption of a content analysis approach, our research method is informed by grounded theory as an appropriate means of generating
