問26
頻出度★★☆
監査役の役割の説明として, 適切なものはどれか。
平成26年度 秋期 ITパスポート試験 問26
ストラテジ系法務 › その他の法律・ガイドライン・情報倫理
This question's explanation and your answers so far.
解説
問 26
Incorrectア
Auditing financial statements with the qualification of a certified public accountant (or an audit firm) is the role of the accounting auditor, which is a body separate from the corporate auditor. A corporate auditor does perform accounting audits as well, but a CPA qualification is not a requirement for the position, and the scope of the audit is not limited to accounting; it extends to the directors' execution of their duties in general. In terms of both the qualification requirement and the scope, this is not an appropriate description of a corporate auditor.
Incorrectイ
Executing duties as the chief officer of the finance department describes a post on the executing side of management, such as a CFO (chief financial officer). A corporate auditor is not on the executing side but on the side that audits execution, and to preserve independence it may not concurrently hold a business-executing post. This option reverses the direction of the role.
Incorrectウ
Having responsibility and authority over a specific business and executing duties describes a post that carries out business execution, such as a division head or an executive officer. A corporate auditor does not hold authority over a specific business and execute it personally; its role is to audit the directors' execution of duties from an independent position, so this does not fit.
- エ
正解 The correct answer is エ, auditing the execution of directors' duties. Under the Companies Act, a corporate auditor is a body elected at the shareholders' meeting and placed in a position independent of the directors who execute management. The auditor checks whether the directors are performing their duties properly, in line with laws and regulations, the articles of incorporation, and resolutions of the shareholders' meeting. This auditing covers two sides: operational auditing, which looks at whether business is carried out lawfully and appropriately, and accounting auditing, which looks at whether the financial statements and similar documents are appropriate. The important point is that a corporate auditor does not run the business itself; its role is to monitor the executing side (the directors) from the outside. This is a mechanism for monitoring and keeping management in check so that management does not run out of control and fraud does not occur, that is, a core function that supports corporate governance. It helps to think of it as monitoring management on behalf of the shareholders.
ここがポイント
- Corporate auditor = a body under the Companies Act, elected at the shareholders' meeting, that audits the directors' execution of their duties. The audit covers two sides, operational auditing and accounting auditing, and it supports corporate governance by monitoring and keeping management in check.
- The key is to distinguish the executing side from the auditing side. Directors, executive officers, and the CFO are on the executing side, while the corporate auditor monitors them independently. In addition, the corporate auditor's role differs from that of the accounting auditor, who audits financial statements as a certified public accountant.
用語