問16
頻出度★★★
会社の規模によって, 会社法で設置が義務付けられているものはどれか。
平成23年度 特別試験 ITパスポート試験 問16
マネジメント系システム監査 › システム監査
This question's explanation and your answers so far.
解説
問 16
- ア
正解 The correct answer is ア. The Companies Act does not require every stock company to have the same organs; it changes the organs that must be put in place according to the size of the company, and the leading example is the accounting auditor. The Act defines a stock company with stated capital of 500 million yen or more, or total liabilities of 20 billion yen or more, as a large company (Companies Act, Article 2, item 6), and provides that a large company must appoint an accounting auditor (Companies Act, Article 328). The larger a company is, the more stakeholders it has — shareholders, business partners, financial institutions and so on — and the wider the impact of whether the figures in its financial statements can be trusted, so the law compels an accounting check by an outside expert. Only a certified public accountant or an audit corporation may serve as an accounting auditor (Companies Act, Article 337, paragraph 1), and the appointment is made by a resolution of the shareholders meeting (Companies Act, Article 329, paragraph 1). The duties are to audit the financial statements such as the balance sheet and the profit and loss statement together with their supplementary schedules, and to prepare an accounting audit report (Companies Act, Article 396, paragraph 1). The accounting auditor is the only one that satisfies both the criterion of “the size of the company” and the condition of “establishment made mandatory by the Companies Act,” so the answer is ア.
Incorrectイ
A systems auditor checks and evaluates, from a position independent of the department being audited, whether a company's information systems are properly planned, developed, operated and maintained and whether reliability, safety and efficiency are secured, and then advises on improvements. This work rests on guidance such as the System Audit Standards and the System Management Standards published by the Ministry of Economy, Trade and Industry, and these are not laws but merely guidelines for practice. Whether to conduct a systems audit, and whom to ask for it, is left to each company's own judgment, so a systems auditor is not an organ that the Companies Act requires a company to establish according to its size. Therefore this choice is wrong.
Incorrectウ
A tax accountant is a nationally qualified professional under the Certified Public Tax Accountant Act, working as a tax specialist who performs tax agency services, prepares tax documents and gives tax consultations as a business. Companies often sign an advisory contract and ask a tax accountant to file corporate tax and other returns, but that is no more than a private contract between the company and the tax accountant, not an organ under the Companies Act. The Companies Act contains no provision saying that a large company must appoint a tax accountant, so this choice is wrong. Together with the point that an accounting auditor must be a certified public accountant or an audit corporation, it is worth keeping the difference in qualifications clear.
Incorrectエ
An internal auditor is an in-house person reporting directly to management, whose role is to check and evaluate whether the company's own operations and systems are carried out in accordance with its rules, and to report to management. This is an important mechanism for making internal control work effectively, but it is an organization that the company sets up of its own accord, not an organ that the Companies Act requires a company to establish according to its size. Even though it resembles an accounting auditor in that it performs auditing, an internal auditor is a person inside the company, and its position differs from a statutory audit conducted by an independent outside expert. Therefore this choice is wrong.
ここがポイント
- Large companies under the Companies Act and the accounting auditor — a stock company with stated capital of 500 million yen or more, or total liabilities of 20 billion yen or more, is called a large company (Companies Act, Article 2, item 6), and a large company has a duty to appoint an accounting auditor (Article 328 of the same Act). An accounting auditor must be a certified public accountant or an audit corporation, is appointed at the shareholders meeting, and audits the financial statements and their supplementary schedules and prepares an accounting audit report. It helps to memorize the link: when asked for the organ that the Companies Act requires based on the size of the company, the answer is the accounting auditor.
- Telling a statutory audit from a voluntary one — a financial audit is a statutory external audit grounded in the Companies Act (and, for listed companies, the Financial Instruments and Exchange Act), whereas a systems audit is a voluntary effort guided by METI's System Audit Standards and System Management Standards, and an internal audit is an in-house checking activity that management decides to set up. A tax accountant is a tax specialist, not an organ of the company. Sorting out who is made mandatory by an underlying law and who is voluntary is the way of thinking this question calls for.
用語