Corporate governance is an important area of focus for stakeholders in all organisations, particularly those listed on publicly traded exchanges. Directors and other officeholders are faced with increasingly greater challenges in addressing risk management, ethics, policies, procedures and internal controls. International Risk can assist clients in improving their corporate governance and internal control systems to ensure they are in line with international standards and regulations.

Our highly experienced professionals bring detailed knowledge in performing compliance assessments, recommending systems and process improvements, and providing support for regulatory compliance reviews.

Our Approach

International Risk professionals have extensive experience in analysing sophisticated breakdowns of corporate governance frameworks, both at entity level and at a transactional level. We thoroughly review and assess problems in light of existing standards, international best practices and regulatory requirements. We then identify and recommend effective solutions to the client as to the improvement of the corporate governance and internal controls systems.

Corporate Governance Implementation, Reviews and Assessments

• COSO framework reviews, both of an entire organisation as well as individual functions and departments (Information Technology, Human Resources, Marketing, Operations, Manufacturing, Engineering, Finance and Accounting)
• Board effectiveness assessments including investigative due diligence into individual board members
• Audit committee framework establishment and reviews
• Internal Audit Department Quality Assurance Reviews
• Internal audit department establishment and capability development
• Whistleblower program implementation, reviews and assessments
• Code of Conduct and Code of Ethics development, implementation and reviews
• Establishment and review of fraud monitoring and prevention systems
• Anti-Money Laundering systems development, implementation and reviews
• Regulatory compliance reviews, including FCPA, BASEL II, stock exchange regulations as well as monetary authority requirements and rules

Internal Control Systems Design, Reviews and Assessments

• Review, design and implementation of internal controls across the organization, covering all aspects and functions
• Efficiency reviews to assess whether functions are operating optimally
• Monitoring and testing of policies and procedures and business codes established internally and with third parties
• Design, implementation and testing of Sarbanes-Oxley compliance internal control systems and its equivalent in other jurisdictions, for example J-SOX

Due Diligence

• Pre-transaction due diligence reviews, to assess the risks of buying into questionable entities, focusing on Corporate Governance issues, including those related to regulatory compliance and potential future exposure to FCPA breaches (or equivalent anti-bribery legislation) based on less than arms length relationships between parties
• Development of post acquisition implementation plans to assist in improving Corporate Governance of acquired entities
• Post merger reviews of subsidiaries, joint ventures and other controlled entities for appropriate levels of Corporate Governance and internal control systems