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COSO: ERM and Internal Control

Governance · 2 min read

What internal control means

COSO (the Committee of Sponsoring Organizations of the Treadway Commission) wrote the most widely used definition of internal control: a process, run by the board, management and staff, that gives reasonable assurance that the organisation will achieve its goals in three areas:

  • Operations: effective and efficient, including protecting assets
  • Reporting: reliable financial and non-financial reporting
  • Compliance: following laws and regulations

Notice the word reasonable. People make mistakes, managers can override controls, people can collude, and some controls cost more than they’re worth. No system of control is perfect.

Five components

COSO components stacked with control environment as the foundation, then risk assessment, control activities, information and communication, monitoring.
ComponentWhat it covers
Control environmentIntegrity and ethics, board independence and oversight, structure and authority, commitment to competence, accountability. The foundation for everything else.
Risk assessmentSetting objectives; identifying and analysing risks, including fraud risk and the effect of changes
Control activitiesSelecting and building controls, including general controls over technology, carried out through policies and procedures
Information and communicationRelevant, good-quality information; communication inside and outside the organisation
Monitoring activitiesOngoing and separate evaluations (including internal audit); weaknesses reported and fixed

The framework has 17 principles spread across these. All five components must be present and working together.

Think of a house again. The control environment is the foundation. You can install the best locks (control activities), but if the foundation is rotten, the whole house is at risk.

Example. A company has well-documented approval limits, but senior managers routinely override them to close deals, and nobody challenges them. Under COSO, the control environment is deficient. The control activities look good on paper, but they can’t be relied on.

Why the exam cares

  • The control environment is the foundation. “Most fundamental element of internal control” questions point here, including tone at the top.
  • Reasonable assurance, never absolute.
  • IT general controls sit under control activities; IT systems also underpin information and communication.
  • In the US, COSO is the framework most companies use for Sarbanes-Oxley reporting on internal control over financial reporting.

COSO ERM

COSO ERM (updated in 2017 as Integrating with Strategy and Performance) is a separate framework for managing risk across the whole organisation. Its five components:

  1. Governance and culture
  2. Strategy and objective-setting
  3. Performance
  4. Review and revision
  5. Information, communication and reporting

Its big idea is that risk is considered when setting strategy, not only when carrying it out, and is tied to the organisation’s risk appetite.

How the exam asks about it

If the question asks…The answer is usually…
The foundation of internal control in COSOControl environment
Component that includes IT general controlsControl activities
Level of assurance internal control providesReasonable, not absolute
Framework used for SOX internal control reportingCOSO Internal Control - Integrated Framework
Framework linking risk to strategy and performanceCOSO ERM

In short

  • COSO's Internal Control framework has five components: control environment, risk assessment, control activities, information and communication, and monitoring activities (with 17 principles).
  • The control environment (integrity, ethics, tone at the top) is the foundation for everything else.
  • Internal control gives reasonable, not absolute, assurance about operations, reporting and compliance.
  • IT general controls fall under the control activities component.
  • COSO ERM (2017) is a separate framework that links risk to strategy and performance.
  • COSO is the framework most US companies use for Sarbanes-Oxley internal control reporting.

Exam traps

  • The control environment is the foundation; control activities are just one of five components.
  • Internal control gives REASONABLE assurance, never absolute.
  • Monitoring in COSO means ongoing and separate evaluations, including internal audit.
  • COSO Internal Control and COSO ERM are different frameworks with different purposes.

Slides

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CISA · Domain 2 · Governance

COSO: ERM and Internal Control

The most widely used definition of internal control: its five components, why the control environment comes first, and how COSO's risk framework differs.

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