We examine corporate governance, regulatory obligations, and the key risk management duties assigned to boards and executive leadership. The data that management obtains about risks and the effectiveness of controls being applied aids in decision-making and reassures both the organization and outside stakeholders that the entity remains a going concern with strong prospects for long-term survival. Globally, the purpose of corporate governance is to ensure that the right individuals are held responsible for an organization’s decisions, actions, and their resulting consequences. Beyond that, corporate governance offers confidence that organizations are guided and managed in a manner that promotes success and longevity, safeguarding not only the interests of shareholders but also those of other internal and external stakeholders. The composition of the board and the defined roles and responsibilities of its members offer direction for establishing an appropriate risk management framework within an organization. This framework, in turn, creates a foundation for ensuring that risk management and internal controls are effectively carried out.
6.1 Corporate Governance
Corporate governance can be described as:
“The manner in which companies are directed and the objectives they pursue. It clarifies who holds authority and responsibility, and who is tasked with decision-making. It serves as a set of tools that equips management and the board to better address the complexities of operating a business. Corporate governance establishes suitable decision-making processes and controls to ensure a balanced consideration of the interests of all stakeholders, including shareholders, employees, suppliers, customers, and the broader community.”
Corporate governance is relevant to all types of organizations—whether private, public sector, governmental, or not-for-profit—regardless of whether they are publicly listed. While smaller entities may face less scrutiny than larger ones, adopting elements of best practice remains beneficial. In the UK, the Financial Reporting Council (FRC) introduced its inaugural corporate governance code in 1992, originally termed the Cadbury Code of Best Practice. Although well-run companies existed prior to this, a wave of corporate collapses prompted the accounting profession, the London Stock Exchange, and other stakeholders to collaborate on a code to set a standard for effective board functioning, oversight, and risk management. This code evolved with the 1999 Turnbull Report, which guided directors of listed companies in establishing robust risk management and internal control systems to meet their goals. The most recent iteration, the 2018 UK Corporate Governance Code, continues to define corporate governance as “the system by which companies are directed and controlled.” It emphasizes:
At its core, the Code presents refreshed Principles underscoring the importance of strong governance for sustained, long-term success. By adhering to these Principles, implementing the detailed Provisions, and leveraging related guidance, companies can illustrate in their reports how governance drives long-term success and broader objectives (FRC, 2018, page 1). Key elements of the UK Corporate Governance Code include:
- Board Leadership and Company Purpose
- The board must promote the company’s long-term sustainable success.
- It should establish and monitor the company’s purpose, values, and culture.
- There must be effective engagement with shareholders, employees, and other stakeholders.
- Division of Responsibilities
- A clear separation of roles between the chair and CEO.
- The chair should lead the board, ensuring open debate and constructive challenge.
- Non-executive directors (NEDs) should provide independent judgment.
- A strong company secretary should support governance processes.
- Composition, Succession, and Evaluation
- Boards should have an appropriate mix of skills, experience, and diversity.
- At least 50% of the board (excluding the chair) should be independent NEDs.
- Annual board evaluations should assess effectiveness and performance.
- Succession planning should ensure long-term leadership stability.
- Audit, Risk, and Internal Control
- Boards must establish robust risk management and internal control systems.
- The audit committee should be made up of independent NEDs.
- There must be transparent and high-quality financial reporting.
- External and internal audits should be independent and effective.
- Remuneration
- Executive pay should align with company purpose, values, and long-term strategy.
- The remuneration committee, composed of independent NEDs, should oversee pay policies.
- There should be clear performance-related incentives to avoid excessive risk-taking.
- Pay policies must be transparent and fair, considering the wider workforce.
Application of the Code
- “Comply or Explain” Approach: Companies must either follow the Code’s principles or explain deviations in their annual reports.
- Focus on Stakeholders: Emphasis on engaging employees, investors, and stakeholders in governance decisions.
- Culture and Accountability: Ensuring companies operate with integrity, fairness, and accountability.
For risk professionals, the Code’s greatest significance lies in the board’s role in ensuring a solid risk management and internal control framework. Section 4, particularly Principle O, is especially pertinent:
“The board should establish procedures to manage risk, oversee the internal control framework, and determine the nature and extent of the principal risks the company is willing to take to achieve its long-term objectives.”
The Code defines “principal risks” as encompassing—but not limited to—threats to the company’s business model, future performance, solvency, liquidity, and reputation. While typically viewed as downside risks, boards should also consider risks that could significantly enhance these areas. The Code also mentions “material controls” and “material uncertainties,” terms we will explore later. Over its 25+ years, the UK Corporate Governance Code has elevated boardroom standards, improving director appointments, remuneration balance, and shareholder relations. Though mandatory only for London Stock Exchange-listed companies, its principles are widely adopted by private firms, charities, public services, and organizations worldwide.
In 2018, alongside the Code, the FRC released “The Wates Corporate Governance Principles for Large Private Companies,” acknowledging the importance of governance across large organizations and the critical role private firms play in employment, productivity, and essential goods and services. These principles aim to enhance transparency and accountability for an organization’s actions and their effects on stakeholders like employees, suppliers, and customers, particularly during challenges.
In early 2022, the FRC assessed the Wates Principles’ adoption, noting that while companies embraced their intent, reporting quality could improve. Sir James Wates, who led their development, expressed hope that the review’s insights would encourage even non-regulated entities to adopt and refine good practices moving forward.
Materiality
The Code mandates that organizations evaluate and disclose material controls and material uncertainties. Traditionally, in this context, “materiality” is understood to pertain to anything significant to an organization’s financial health. In 2018, the International Standards on Auditing (ISA) released a report titled “Materiality in the Audit of Financial Statements,” highlighting the challenge of defining “materiality” due to its varying interpretations across different regions and contexts. At its core, though, an item is deemed financially material if it could meaningfully impact the organization’s profitability or if its omission could prevent an investor from making a well-informed decision. While this financial focus remains predominant, the growing emphasis on sustainability and the need to measure factors beyond profit—such as social and environmental capital—can complicate the meaning of “materiality.”
Corporate governance requirements
The word “requirement” can indicate something that is either “desired” or “mandatory.” This distinction applies to corporate governance requirements globally, where some are optional while others are obligatory. Corporate governance requirements that are “desired” are generally known as principles-based. Here, organizations are encouraged to follow outlined principles, though adherence is not legally required. If they choose not to follow these principles, they must provide an explanation for their decision. This approach is commonly called “comply or explain.” In contrast, “mandatory” corporate governance requirements are known as prescriptive-based. Organizations must adhere to these rules, and failure to do so results in penalties. This method is often termed “comply and sign.” The framework for corporate governance typically depends on the country. For instance, the UK adopts a principles-based approach, reinforced by relevant laws and regulations, while the US follows a prescriptive-based model.
a) Principle based Corporate Governance: The Introduction to the UK Corporate Governance Code emphasizes that effectively implementing its principles relies on thorough, high-quality reporting regarding the provisions. Consequently, listed companies must detail in their reports how they have adhered to the Code’s core principles. They are required either to confirm compliance with the Code’s provisions or, if they haven’t complied, to offer a clear explanation. Companies are cautioned against adopting a superficial “tick-box” mindset when meeting these reporting obligations. Instead, they should embrace the UK’s “comply or explain” or principles-based framework. While following the Code isn’t legally binding, listed companies must disclose in their annual reports and accounts any instances of non-compliance, along with the reasons behind them. This transparency allows shareholders and other stakeholders to assess the significance of any deviations. The principles-based approach goes beyond merely noting compliance or non-compliance. It involves organizations thoughtfully determining how to apply the requirements in a way that fits their unique circumstances, rather than just mechanically checking off requirements. By tailoring their approach, boards take ownership of their strategy, governance, reporting, and assurance processes.
b) Prescriptive based governance: The UK Corporate Governance Code operates on a principles-based framework, employing the “comply or explain” method. In contrast, the “comply and sign” approach, also known as prescriptive or rules-based corporate governance, offers a different model. Under the prescriptive approach, compliance is not merely a regulatory expectation but is enshrined in law, with specific penalties—such as fines, imprisonment, or both—imposed on directors of publicly listed companies for non-compliance. Similar to the principles-based system, the prescriptive approach often emerges in reaction to major corporate collapses. For example, the Sarbanes-Oxley Act in the US was introduced following the Enron and WorldCom scandals. This rules-based method offers organizations clear guidelines for adhering to corporate governance standards, with a uniform set of rules applying to all listed companies. The threat of penalties also increases the likelihood of compliance. We’ll revisit Sarbanes-Oxley later in this section. However, some argue that the prescriptive approach can encourage a “box-ticking” mindset, where organizations focus on meeting the strict “letter of the law” or even exploiting loopholes, rather than seeking meaningful enhancements in their governance practices and reporting.
c) International corporate governance perspectives: Most nations have established formal corporate governance requirements, though their approaches vary. Some countries draw inspiration from the UK model; for instance, the Singapore Corporate Governance Code shares notable parallels with the UK’s framework. The Organisation for Economic Co-operation and Development (OECD) and the G20 jointly issued the G20/OECD Principles of Corporate Governance (OECD 2015), a widely adopted framework that remains voluntary. Elsewhere, countries adopt distinct methods, some of which are outlined below. In France, corporate governance is governed by legal provisions in the French Commercial Code and supplemented by recommendations from major French business associations. While these recommendations are not compulsory, companies typically follow them. The Corporate Governance Code is published by AFEP and MEDEF. In Germany, corporate governance is embedded in various laws concerning listed companies. Additionally, the German Corporate Governance Code (GCGC), revised in 2019, offers rules and recommendations, though these are not legally enforceable. In the US, the New York Stock Exchange mandates an effective governance structure with similarities to the UK system, while the Sarbanes-Oxley Act of 2002 imposes stringent, mandatory requirements on financial practices and corporate governance. South Africa’s King IV Corporate Governance Code adopts a unique stance with its “apply and explain” approach, which surpasses the “comply or explain” model by requiring organizations to provide clear insight into how they implement their governance practices.
6.2 Board Structure
We examined an organization’s governance framework in the context of the Risk Architecture within a risk management system, investigating how risk management activities should correspond with the organization’s management style and overall structure. In this analysis, we delved into agency theory to assess key relationships, such as those between shareholders, members, or trustees and the board of directors, the CEO, executives, and other stakeholders. Building on this, we now turn our attention to a more detailed exploration of the board of directors’ structure. Virtually all organizations are overseen by a board of directors or trustees, a group of elected individuals tasked with representing the interests of shareholders or members. As the pinnacle of the management hierarchy, the board holds ultimate responsibility for the organization’s governance. Boards may consist of executive directors, non-executive directors (NEDs), or a mix of both, with further discussion on board composition to follow later in this section. Executive directors are full-time staff members of the organization. Common examples include the Chief Executive Officer and Chief Finance Officer, though other senior leaders—such as those handling strategy, technical matters, sustainability, or communications—may also serve as executive directors, depending on the organization’s nature. Non-executive directors, by contrast, are not employees and do not participate in the organization’s daily operations. According to the Institute of Directors (2022), NEDs “enhance the board’s work by offering independent oversight and constructive challenges to the executive directors.” They are expected to maintain independence from the organization, its operations, and any related entities. Best practice suggests that boards should have a majority of NEDs compared to executive directors. Legally, the duties of all directors—executive and non-executive—are identical. For unquoted or unregulated companies, there is typically no obligation to include NEDs on the board. Nevertheless, many such organizations choose to appoint them, valuing the external perspective and expertise they contribute.
he structure of a company’s board is often influenced by the country in which it operates or is registered. Organizations in the UK, US, and similar jurisdictions typically have a unitary board, while those in continental Europe often adopt a two-tiered board system. However, this is not a strict requirement, and some companies outside Europe are shifting towards the two-tiered model.
Unitary Board: Pros and Cons
Advantages:
- Provides greater access to detailed information.
- Ensures closer involvement in the organization’s strategy.
- Enhances decision-making efficiency.
Disadvantages:
- Blurs the line between management and supervision from an external perspective.
- Increases the risk of conflicts of interest and loss of independence.
Two-Tiered Board: Pros and Cons
Advantages:
- NEDs (Non-Executive Directors) are appointed based on expertise rather than personal connections.
- The CEO cannot serve as the chair of the supervisory board, ensuring separation of powers.
- Reduces bias in decision-making.
Disadvantages:
- Typically larger than unitary boards, which can slow down decision-making.
- NEDs’ financial ties to company performance (e.g., stock ownership) may compromise their independence.
Committees of the board
Most boards assign tasks to committees that specialize in specific areas, such as governance. Some of these committees are ongoing, while others are formed temporarily to address particular issues, dissolving once their goals are met. The number and type of committees an organization has depend on its size, governance structure, and annual objectives. However, the three most typical committees, as mandated by the UK Code, are:
- Nomination Committee: Oversees the selection of new directors and ensures succession planning for both the board and the executive tier just below it.
- Remuneration Committee: Determines executive compensation, balancing the need to attract and retain talent with the risk of overpayment, a topic often sparking debate.
- Audit Committee: Manages financial reporting, evaluates the strength of internal controls and risk management systems, and serves as a channel for whistleblowing and addressing misconduct. Further details on the audit committee appear in Section 5.
Certain organizations establish an additional committee focused solely on risk management effectiveness, which may advise the board on:
- Overall risk appetite
- How changes in strategy or major transactions affect risk appetite
- Identification and handling of principal risks
- Emerging risks
- Results of stress testing
- The robustness of risk management and internal controls, including approving related disclosures for the annual report
- The suitability of the organization’s values, culture, and reward structures
Variations of these committees might include a combined Nomination and Remuneration Committee, an Audit and Risk Committee, or, in smaller organizations, a Finance, Audit, and Risk Committee. Additional committees could also exist, such as an Operations Committee, Sustainability Committee, Finance Committee, or Members Committee, depending on the organization’s needs. The configuration of board-level committees is entirely shaped by the organization’s specific circumstances and may adapt as the organization evolves.
6.3 Regulatory influences
We’ve touched on factors that shape corporate governance. These factors typically apply nationwide, impacting all organizations registered or operating within a given country. Such influences often stem from independent entities or legal frameworks, which are set up to offer guidance and/or enforce governance standards, particularly for listed organizations. These bodies or laws also hold the authority to monitor compliance and impose penalties, such as fines or prosecution, for violations. We will now examine three major influences on corporate governance:
- The UK’s Financial Reporting Council (FRC)
- The US’s Sarbanes-Oxley Act
- The Organisation for Economic Co-operation and Development (OECD)
6.3.1 Financial Reporting Council (FRC)
The FRC originated in the 1980s as a private sector body promoting high quality financial reporting, consisting of the Accounting Standards Board and the Financial Reporting Review Panel. Following large corporate scandals it took on audit and accountancy regulations in 2004, actuarial oversight and standard setting in 2006 and became an independent entity in 2011. The FRC now regulates auditors, accountants and actuaries, setting the corporate governance, reporting and auditing standards and holding those responsible for delivering them to account. As such they monitor and take enforcement actions when things go wrong and as an independent, transparent organisation they also consult with and report to the UK government. The FRC (2021) note that their role as a strong regulator is ‘central to creating trust in the quality of corporate governance, corporate reporting and audit, and actuarial work, and ensuring confidence from investors’. They also note that having a strong independent regulator underpins confidence in the UK market, which is based around a virtuous circle of:
- Market confidence
- Engage investors
- Better governance
- Better quality reporting
- Rigorous audit
As noted in this and previous units, the FRC are responsible for the UK Corporate Governance Code, the related Guidance on Board Effectiveness and the Wates Corporate Governance Principles for large private companies. In addition to the standards and codes, the FRC provide guidance and supporting reports, procedures, regulations, frameworks, thematic reviews and case studies for investors, accountants, actuaries, auditors and directors. As such, the FRC have a significant influence on corporate governance in the UK, and, in collaboration with their international peers, also have an influence on corporate governance exercised in many other countries.
6.3.2 Sarbanes Oxley (SOX)
The Sarbanes-Oxley Act (SOX) of 2002 was enacted following corporate scandals involving Enron, WorldCom, and Global Crossing. Effective from 2006, it mandates that companies listed on U.S. stock exchanges provide accurate financial disclosures. This reflects the “comply and sign” model of corporate governance, where failure to comply can lead to fines and jail time for executives. As highlighted by Hopkin and Thompson, Sections 302 and 404 are critical to risk management within SOX:
- Section 302: Holds the Chief Executive Officer and Chief Financial Officer personally accountable for the accuracy, documentation, and filing of financial reports, as well as the integrity of the internal control framework.
- Section 404: Requires annual financial reports to affirm that management is responsible for maintaining an “adequate” internal control system, including an evaluation of its effectiveness and disclosure of any deficiencies. External auditors must also verify management’s claims about the presence, functionality, and effectiveness of these controls.
SOX further mandates the adoption of a recognized risk management framework, recommending the COSO ERM model. Consequently, it significantly impacts both risk management and corporate governance, especially for U.S.-listed companies. In the wake of major corporate failures in the UK, new governance rules have been introduced, applicable to financial years ending December 2023 onward. Informally dubbed “UK SOX,” these changes align UK regulations more closely with U.S. standards. This new framework imposes significant reporting obligations on directors, necessitating considerable time and resources to achieve compliance.
6.3.3 OECD
The Organisation for Economic Co-operation and Development (OECD) is a global, non-profit entity that sets international standards and policies by working with representatives from governments, parliaments, international bodies, businesses, and the wider community.
The OECD pursues a three-pronged strategy:
- Offering expertise and recommendations to shape policies and guide decision-making.
- Engaging with and influencing policymakers to foster the exchange of ideas and experiences.
- Promoting the creation of international standards to ensure consistency in critical areas, while providing a platform for collaboration to achieve common goals.
In 2005, the OECD introduced the “Guidelines on the Corporate Governance of State-Owned Enterprises” to assist countries in fulfilling their roles as company owners. These guidelines were revised in 2015 and again in 2023, with the latest update emphasizing key issues such as climate change and other environmental, social, and governance (ESG) risks; the rise of digital technologies and their associated opportunities and challenges; crisis and risk management; and excessive risk-taking in non-financial corporations. While the UK and US are OECD members, they are not obligated to adopt its corporate governance recommendations. Nonetheless, their membership means they both shape and are shaped by the OECD’s guidance.
6.4 Board roles and responsibilities
We explored various risk management roles and responsibilities within organizations, including those of the board and the chief risk officer in their strategic oversight and corporate governance functions. From the board’s viewpoint, under their “statutory duty,” both executive and non-executive directors bear distinct obligations, as defined by legal and regulatory frameworks, a topic covered in Hopkin and Thompson. Beyond these legal and regulatory requirements, the board also has additional risk management responsibilities that, while distinct, are closely intertwined with these core duties.
a) Board members: When someone in an organization mentions a “board member,” they often mean a non-executive director (NED), even in cases where the board is unitary, comprising both executive directors and NEDs. Irrespective of the board’s makeup, NEDs are expected to remain independent from the organization’s day-to-day operations and bring expertise in fields pertinent to the organization. When their independence is confirmed, NEDs may be designated as independent non-executive directors (INEDs).
The duties of NEDs include:
- Oversight and Challenge: Offering independent oversight and constructive feedback to executive directors, contributing creatively to board discussions.
- Strategic Guidance: Providing informed input and serving as a constructive critic in evaluating the goals and strategies set by the chief executive and executive team.
- Performance Monitoring: Assessing the executive management’s performance, particularly in relation to progress toward achieving the organization’s strategy and objectives.
- Remuneration: Setting appropriate compensation levels for executive directors.
- Networking: Facilitating connections between the business, the board, and valuable external individuals or organizations.
- Risk Management: Ensuring the reliability of financial information and verifying that financial controls and risk management systems are strong and reliable.
- Audit: Confirming that the company accurately reports to shareholders with a fair representation of its actions and financial status, while ensuring robust internal control systems are implemented and regularly reviewed.
A central role of the NED is acting as a “constructive” critic. From a risk management standpoint, this critical perspective allows NEDs to confirm the accuracy of financial data and the strength of risk management systems. This responsibility is especially significant for NEDs serving on the audit committee, a role we will explore further later in this unit.
b) Board as a group: The board, collectively, holds critical responsibilities for overseeing risk management and internal controls. These duties include:
- Overseeing the creation and execution of suitable risk management and internal control systems that pinpoint the risks the company faces, enabling the board to thoroughly evaluate the principal risks.
- Defining the nature and scope of the principal risks the organization encounters and determining which risks it is prepared to accept in pursuit of its strategic goals (establishing its “risk appetite”).
- Ensuring that the organization has instilled an appropriate culture and reward system throughout its operations.
- Deciding how principal risks should be managed or mitigated to lessen their likelihood or impact.
- Regularly monitoring and assessing the risk management and internal control systems, as well as management’s processes for doing so, to confirm their effectiveness and ensure corrective measures are taken when needed.
- Establishing reliable internal and external communication channels and taking ownership of external messaging about risk management and internal controls.
While management handles the daily execution of risk management and internal controls, the board must ensure that management comprehends and effectively mitigates risks, providing timely updates to enable the board to fulfill its duties. Many organizations emphasize the board’s role but passively accept risk management and internal control updates without questioning or scrutinizing how these responsibilities are carried out. In fulfilling its role, the board should also reflect on:
- The intended risk management culture.
- The depth and regularity of risk-related discussions tied to strategy, major initiatives, and significant commitments.
- The risk management expertise, knowledge, and experience of both the board and management.
- The consistency and quality of risk information shared with and received from the board.
- How risk management and internal control tasks are assigned.
- The level of assurance the board needs and the means by which it is secured.
Ultimately, the board should address a fundamental question from the final step of a basic four-step risk management process: “Given the environment in which we operate, the goals we aim to achieve, the risks we face, and our capacity to manage them, can we meet our objectives?” If the answer is “no,” the board should engage in decisions to further address principal risks, adjust objectives, or accept certain risks at their current levels.
c) Chief Risk Officer (CRO): The Chief Risk Officer (CRO) serves as a key advocate for the Enterprise Risk Management (ERM) process, unifying various risk management approaches within an organization—such as those tailored for health and safety or finance—into a comprehensive view of the risks the organization faces and manages. This role involves collaborating with others to ensure risks are effectively handled, tracking progress, and facilitating the flow of relevant risk information throughout the organization—upward, downward, and laterally. As the highest-ranking executive accountable for risk management processes, the CRO’s title might vary (e.g., Head of ERM), but the responsibility remains the same. The CRO’s duties can be grouped into four main categories:
- Insights and Context: Leveraging knowledge of internal and external factors to promote robust risk management in dynamic and adaptable organizations.
- Strategy and Performance: Crafting a risk management strategy aligned with the organization’s goals.
- Risk Management Process: Overseeing the execution of the risk management framework.
- Organizational Capability: Building and leading a skilled, flexible, and responsive risk management team.
In sectors like financial services, regulations often mandate the appointment of a CRO. Other organizations opt to create this role as their risk management practices mature, recognizing its value. As the top executive responsible for risk management, the CRO can maximize their impact by reporting directly to both the CEO and the board of directors, though this isn’t always the arrangement. A 2018 Deloitte survey of 94 major financial institutions found that regular meetings between the CRO and the board—sometimes without other executives present—enable the board to gain an unfiltered perspective on the organization’s risks and risk management efforts. Limited access to the CEO or board can diminish the CRO’s effectiveness.
The CRO’s responsibilities are intricate and must be carefully defined and customized to ensure the role delivers value and strengthens the organization’s resilience amid a fast-changing landscape. Some key benefits and contributions of the CRO include:
- Engaging constructively with external stakeholders across the broader enterprise.
- Acting as a trusted partner within the leadership team, guiding the organization to take calculated risks while fostering a strong risk culture.
- Leading the risk team to build ethical, proactive collaborations with departments like compliance, operations, customer service, finance, HR, sales, and technology—shifting away from the outdated view of risk management as merely a numbers-driven or bureaucratic exercise focused solely on downside risks.
- Assisting the board in establishing a positive tone at the top regarding risk ethics and cultivating a healthy risk culture.
- Helping the board define risk appetite, striking a balance between risk and reward to support strategic goals, while addressing risks to the business model and ensuring resilience and sustainability.
6.5 Assurance
nternal audit plays an essential role in the risk management process by offering independent assurance on the strength of the control environment and evaluating how well the organization’s risk management strategy and activities are functioning. The term “risk assurance” refers to the data and insights provided to managers and directors about the state of the risk and control environment within an organization. It represents the internal mechanisms used to establish checks and balances within governance and risk frameworks. As previously noted in the context of corporate governance, the board oversees risk management and thus requires confirmation that the risk strategy is effective. A cornerstone of a strong risk assurance framework is the audit function, with external auditors also playing a vital role in delivering critical risk information and assurance to directors. Internal audit teams employ various methods to deliver thorough assurance, such as statistical sampling, risk prioritization techniques, and assurance mapping. To ensure robust governance, risk management, and internal controls, organizations must maintain an efficient and effective framework that provides consistent, dependable, and sufficient assurance. Assurance mapping serves as a tool to connect assurances to specific risks and identify their sources within the organization. Assurance mapping is described as “a systematic approach to identifying and organizing the primary sources and types of assurance across an organization’s four lines of defense, while optimizing their coordination for maximum impact.”
Role of Internal Audit
Internal auditing is defined as:
“An independent, objective assurance and advisory service aimed at adding value and enhancing an organization’s operations. It supports the organization in achieving its goals by applying a structured, methodical approach to assess and strengthen the effectiveness of risk management, control, and governance processes.”
This definition highlights that internal auditing is primarily focused on reviewing how an organization manages risk. This is accomplished through various methods, most notably by analyzing actual business practices and controls and comparing them to established standards. Any gaps or instances of non-compliance are discussed with local management to determine the causes, leading to either an agreement to restore full compliance or a revision of the control requirements, setting new standards to follow moving forward. Through this process, internal audit improves the organization’s efficiency and effectiveness. The Chartered Institute of Internal Auditors (CIIA) outlines the role of internal auditors, their value to an organization, and the distinction between internal and external auditing. It also emphasizes their critical role in evaluating risk management, aiding management in refining internal controls, and sharing these insights with both local and senior management. This collaboration reinforces the importance and practicality of risk management efforts and underscores why risk and internal audit teams work closely with operational managers.
A defining feature of internal audit is its need to remain independent from operational management. Most organizations have an audit committee, a subgroup of the main board, which reviews reports and discusses risks and controls with both internal and external auditors. This committee typically consists of independent non-executive directors—senior figures with a keen interest in understanding the real-world performance of the control environment. Internal audit is designed to present its findings directly to the audit committee in a protected setting, free from managerial pressure to downplay or conceal issues. Generally, the head of internal audit reports directly to the audit committee chair rather than to an executive like the CEO or COO. In some cases, the internal audit function may be housed within a corporate department (e.g., finance), with the head of internal audit reporting operationally to the finance director. However, this does not undermine the direct reporting line to the audit committee, which remains key to its effectiveness. The board of directors is the ultimate recipient of internal audit’s work, relying on its assurances about the internal control system. While no system can fully eliminate risk, the board depends on internal audit to provide a well-informed assessment of how the risk environment is being managed.
- Core internal audit roles in regard to ERM
- Giving assurance on the risk management processes
- Giving assurance that risks are correctly evaluated
- Evaluating risk management processes
- Evaluating the reporting of key risks
- Reviewing the management of key risks
- Legitimate internal audit roles with safeguards
- Facilitating identification & evaluation of risks
- Coaching management in responding to risks
- Co-ordinating ERM activities
- Consolidated reporting on risks
- Maintaining & developing the ERM framework
- Championing establishment of ERM
- Developing RM strategy for board approval
- Roles internal audit should not undertake
- Setting the risk appetite
- Imposing risk management processes
- Management assurance on risks
- Taking decisions on risk responses
- Implementing risk responses on management’s behalf
- Accountability for risk management
Three lines of defense
A widely recognized framework for understanding these roles is the three lines of defense model. Although this has evolved into what is now called the three lines of assurance model, many organizations continue to rely on the original three lines of defense approach. Here, we provide an overview of the three lines of defense (3LOD) model, introduced by the Institute of Internal Auditors (IIA) in 2013. This model offers a structure for managing risk and maintaining control within an organization, along with corresponding responsibilities. While it originated in the financial services industry, it has been broadly embraced across various sectors. The key components of the 3LOD model are:
- Governing Body and Senior Management: Positioned above the three lines, they establish the organization’s strategy and objectives.
- First Line: Holds primary accountability for managing and mitigating risks.
- Second Line: Consists of risk management and compliance functions that support the first line by facilitating and overseeing risk management practices.
- Third Line: Delivers independent assurance on the effectiveness of governance, risk management, and internal controls across the first and second lines.
- ‘Fourth Line’: External auditors and regulators, who assess governance and the control framework.
It’s important to note that the three lines pertain to an individual’s responsibilities rather than their position within the organizational hierarchy. As a result, in many organizations, a single person might perform both first- and second-line duties. In the 3LOD model, the first line—business management—bears the main responsibility for implementing the risk management framework (RMF). The second line, typically an independent risk function, supports and critiques risk management activities, including identifying, measuring, monitoring, managing, and reporting risks, acting as a “critical friend” to the first line. The second line also primarily designs the RMF. The third line—internal audit—provides independent, objective assurance on the RMF’s robustness and the suitability and effectiveness of internal controls.
The implementation of the three lines of assurance model has encountered several obstacles. A primary challenge is the assumption that the lines operate as separate, distinct entities, with risk management and internal controls functioning in a vertical, linear fashion. This strict interpretation has led to silos, where each line assesses risk management and internal controls from its own standpoint, resulting in both gaps and redundancies. In practice, the boundaries between the first and second lines are often blurred, with many organizations having first-line functions performing second-line assurance tasks, and second-line functions engaging in first-line risk management and control activities. Additionally, the model’s emphasis on “defense” has caused opportunities to be overlooked. In the financial services sector, the three lines model has proven inadequate for delivering assurance, with issues like a lack of independence in the second line and skill deficiencies in both the second and third lines prompting suggestions for a four-lines-of-defense approach.
Key updates to the model include:
- Acknowledgment that all roles collaborate to generate and safeguard organizational value.
- Adoption of a principles-based framework, offering greater flexibility since governing bodies, management, and internal audit don’t align neatly into fixed lines.
- Elimination of the strict separation between the first and second lines, recognizing their fluid interplay, with roles now more precisely defined.
- Emphasis on risk management’s role in achieving goals and adding value, with “defense” removed from the title to highlight both value creation and protection.
- Exclusion of regulators and external auditors as a distinct fourth line.
Where the three lines model is in place, risk practitioners will be in the second line of the model. If the 3LOD is being used, that role will be strictly related to the provision of advice and support with no responsibility for managing risk. Whereas it is true that risk practitioners are not usually the owners of risk and therefore not involved in management of risks, there are instances where that is not the case. As such, this blurring of the first and second line can cause confusion, with instances where employees note that they are in line ‘one and three quarters.’ The update model allows for that blurring between lines one and two, recognizing that individuals in either line can undertake activities in the other line.
External assurance
Historically, external assurance has focused primarily on confirming an organization’s financial health. Over the past ten years, however, its scope has broadened as stakeholders increasingly demand transparency and improved communication not only about financial performance but also about sustainable practices, initiatives, and outcomes. External assurance enhances trust in an organization’s sustainability disclosures by offering an independent, third-party evaluation, similar to how external auditors validate financial statements and adherence to accounting standards. This shift in assurance is supported by updated standards, which now mandate that organizations track, measure, and take responsibility for their impact on wider ecosystems. This aligns with the principle of double materiality. External assurance now extends beyond ethics, conduct risk, and corporate social responsibility to encompass an organization’s effects on broader ecosystems. With growing requirements to report on climate change impacts and a heightened focus on environmental, social, and governance (ESG) factors, many organizations are prompted to reassess their strategies, while all must consider how to provide external assurance beyond just financial stability.
External audit
Earlier, we explored the three lines of defense—or three lines of assurance—model, where the third line, internal audit, offers the board independent assurance on the effectiveness of an organization’s risk management and internal controls. In line with applicable laws or regulations, this internal assurance is validated through an independent review by external auditors, who assess whether the financial statements offer a “true and fair” representation of the organization’s financial position and confirm that the accounts comply with accounting standards. We also discussed the Sarbanes-Oxley Act, specifically Section 404, which mandates that registered external auditors verify management’s assertion that internal accounting controls are established, functioning, and effective.
It’s worth noting that the UK Corporate Governance Code assigns the audit committee several key responsibilities, including:
- Managing the tender process and advising the board on the appointment, reappointment, or removal of the external auditor.
- Evaluating and ensuring the independence and objectivity of the external auditor.
- Assessing the effectiveness of the external audit process.
- Formulating and enforcing policies regarding the external auditor’s provision of non-audit services.
External auditors primarily serve the organization’s shareholders or external stakeholders. Their reports enhance the reliability of financial statements, fostering increased confidence and transparency for shareholders.
Internal assurance
We previously described risk assurance as the data and insights delivered to managers and directors about the state of an organization’s risk and control environment. It serves as an internal mechanism to establish checks and balances within our governance and risk management structures. Organizations require an effective system to gain a comprehensive view of risks, supported by assurance reports to the board that strike a balance—avoiding excessive detail while maintaining robust oversight of critical issues. Internal risk assurance is derived from multiple sources, categorized under five main areas:
- Measuring organizational culture
- Reports from audits
- Reports from individual units
- Unit performance evaluations
- Documentation from units
An additional vital source of internal risk assurance is the practice of ‘self-certification’ of controls, commonly known as a ‘control risk self-assessment’ (CRSA). In this process, local managers periodically (often yearly) submit a report indicating the level of risk assurance achieved in their area. In the financial services industry, particularly for operational risks, this self-certification is termed a ‘risk and control self-assessment’ (RCSA). Regardless of the label, this process typically involves completing a structured survey or questionnaire. Alternatively, some organizations conduct RCSAs through facilitated workshops, where local risks and controls are identified and evaluated. In organizations with advanced risk maturity, key risk indicators may be employed to gauge compliance in specific risk and control areas, moving beyond a simple ‘yes or no’ compliance check. This method allows focus to shift toward pressing issues—such as controls that are entirely ineffective against major risks—offering a more immediate, ‘real-time’ view of concerns rather than relying solely on annual reviews, thus enabling targeted management action.
The audit committee
We have explored both internal and external reporting, which form part of the assurance mechanisms—both internal and external—that an organization provides. Additionally, we’ve examined how risk management, reporting, and assurance align with the organization’s governance through the risk management framework (RASP) and its risk strategy. Consequently, effective assurance within an organization requires a clear connection between risk management and governance. The UK Corporate Governance Code mandates that organizations establish an audit committee. Many non-publicly listed organizations have recognized the value of setting up such a committee. Typically, an audit committee comprises non-executive directors (NEDs), with executive directors attending as needed. It is chaired by a NED—though not the organization’s chair—and operates as a sub-committee of the board.
The audit committee is often seen as the overseer of compliance within an organization, though its responsibilities extend beyond that role. It is tasked with maintaining a broad perspective over the entire group, with its duties encompassing:
- Financial reporting
- Narrative reporting
- Internal controls and risk management systems
- Internal audit
- External audit
The independence of both the audit function and the board’s audit committee allows auditors to question operational practices without being swayed by the challenges of direct involvement in the processes under review. When issues or deviations from standard practices are identified, the audit team can confront operational managers, pressing for corrective measures. Serving as a critical link, the audit committee channels risk assurance to the board, delivering insights and analysis on the risk and control environment that might otherwise remain out of the board’s reach.
Organizational Viability
The primary purpose of establishing risk management and internal control systems, and ensuring their effectiveness through various assurance methods, is to instill confidence among internal and external stakeholders that the organization has a sustainable future. This sustainable future, typically projected over the next 12 months, is referred to as the organization being a ‘going concern.’ Accounting standards mandate that companies use the ‘going concern’ basis for their financial reporting unless they intend to—or are forced to—liquidate or stop operations. If there are significant uncertainties that might jeopardize an organization’s ability to remain a going concern, these must be disclosed in the annual or half-yearly financial statements. We explored the concept of ‘materiality,’ defining a risk or issue as financially material if it could impact the organization’s profitability or if concealing it would prevent an investor from making a well-informed decision. Beyond the going concern principle, the UK Corporate Governance Code also requires organizations to confirm whether they reasonably expect to continue operating and meet their obligations as they arise over a specified assessment period. This is known as the longer-term viability statement. The evaluation period is expected to extend well beyond 12 months from the approval of the financial statements and should consider factors like the business’s nature and its developmental stage. Additionally, it’s worth highlighting the concept of ‘double materiality’ at this point. Developed by financial regulators and policymakers, including the European Commission, double materiality emerged from the growing recognition of the need to address climate-related financial risks. This approach evaluates not only the financial consequences of an organization’s risks and issues but also the real and potential effects of its decisions on people, society, and the environment.
Control Environment
We explored the concept of real controls, examining how they should actively manage and alter risks. We delved deeper into assessing their effectiveness and how auditing and other risk assurance methods integrate into the risk management framework, often termed the control environment. A critical aspect of governance is the provision of key risk information and status updates to the board, and we will evaluate the role these activities play. Additionally, we will consider fundamental principles of managing corporate reputation, highlighting how robust risk management supports and safeguards brand integrity. Earlier discussions on corporate governance developments emphasized the importance of creating a cohesive control environment within organizations. Corporate governance codes have tasked directors with ensuring the presence of effective risk management and internal control systems. According to the FRC’s 2014 ‘Guidance on Risk Management, Internal Control and Related Financial and Business Reporting,’ an internal control system comprises the policies, processes, tasks, behaviors, and other elements that collectively:
- Enable efficient and effective operations by helping the organization identify current and emerging risks, respond appropriately to them and significant control failures, and protect its assets.
- Minimize the likelihood and consequences of poor decision-making, excessive risk-taking beyond board-approved levels, human error, or intentional bypassing of controls.
- Enhance the quality of internal and external reporting.
- Ensure compliance with relevant laws, regulations, and internal business conduct policies.
This system incorporates:
- Control activities.
- Information and communication processes.
- Mechanisms to monitor the ongoing effectiveness of internal controls.
The internal control system should:
- Be ingrained in the company’s operations and embedded within its culture.
- Be agile enough to address evolving risks, whether from internal factors or shifts in the external business environment.
- Include protocols for promptly reporting significant control weaknesses or failures to the appropriate management levels, along with details of corrective actions being taken.
The broader control environment extends beyond internal controls, just as risks encompass both internal and external dimensions. In Unit 1, we addressed the significance of the risk and business environment and its evolution over time, suggesting that the control system must be regularly reviewed to remain aligned with current and anticipated risks.
So, what exactly is the ‘control environment’? It can be understood as the comprehensive set of controls and their interactions that manage risks. Real controls actively address and modify risks. Often, multiple measures are employed to tackle a single risk—such as data gathering and guidance—but it is the application of that data and adherence to the guidance that truly mitigates the risk. For instance, in managing employee fraud, the control environment might include:
Data Collection:
- Pre-employment checks for references, criminal history, and personal background.
- Regular audits of finances and inventory.
Guidance:
- A policy of prosecuting all employees found guilty of fraud, with public disclosure of such actions.
- Periodic staff refresher training.
- Accounting and asset protection measures to prevent fraud, theft, or damage. (Audits also serve to address other risks, like errors or misstatements.)
- Standard practices, such as requiring staff to take a mandatory two-week annual leave.
Each measure operates independently, but when the collected data is utilized and the guidance followed, they collectively form a system aimed at reducing employee fraud. If the data is ignored or the guidance disregarded, the risk remains inadequately managed—or unmanaged entirely.
