一.應收帳款及應付帳款在全年均維持在一個穩(wěn)定的水平。
(e) Letter to Mrs Keefer
Der Mrs Keefer,
Internal control issues within Global-bank
I have been asked by the trustees of the Shalala Pension Fund to convey our expectations of you in respect of your roles and
responsibilities in internal controls. We very much regret the circumstances that have made this reminder necessary. In line
with the COSO recommendations, the trustees of the Shalala Pension Fund expect you to adopt four major responsibilities in
respect of overseeing internal controls in Global-bank.
At the outset, the trustees of the Shalala Pension Fund would like to express their disappointment that you should suggest,
as you did at the recent EGM, that the loss incurred by Mr Mineta was ‘genuinely unforeseeable’. From our reading of the
situation, you are highly complicit in the loss through your failure in respect of the company’s internal controls.
Ultimately, it is the chief executive of any organisation who must assume final responsibility for all internal controls. It is you
as CEO who must assume ‘ownership’ of the systems and this ownership must be a part of the manner in which you lead
the company. In particular, this means that you must set the tone from the top in both establishing and enforcing the control
environment. We understand that a number of failures to return compliance information from Philos were not acted upon
and this is a clear failure on head office’s part to enforce the internal control environment throughout the company. The control
environment is enforced through having internal control compliance embedded within the culture of the company and it was,
in our view, clearly your responsibility to facilitate this. From what we can gather, the culture in the Philos office was more
driven by Mr Evora’s personality than by your imposition of norms from head office and this was clearly one of the causes of
Mr Mineta’s behaviour.
This setting of the tone should express itself in terms of the way that managers are treated and the way that the tone is
cascaded down through the company including to individual branch offices such as Philos and other subsidiary companies
if relevant. It seems self-evident, in hindsight, that the Philos office felt they could act in breach of the relevant internal
controls with impunity and this most certainly should not have been allowed. Finally, as major shareholders in Global-bank,
the Shalala trustees expect you to pay particular attention to those areas most vulnerable or open to damaging breaches.
The financial products being traded at Philos clearly fit into this in our view as the company has demonstrated its vulnerability
to losses on derivatives trading when inadequately controlled.
In addition, I have been asked in particular to draw your attention to the failure of the company to operate an effective internal
audit function. We understand that the audit committee has been compromised by a shortage of members to the point that
its reporting was criticised by the external auditors. The Shalala Pension Fund considers the internal audit function to be an
imperative part of the governance structure and we are disappointed that you have seemingly failed to give it the priority it
clearly deserves. We trust that recent events have reinforced this importance to yourself and other members of the
Global-bank board.
I would emphasise again the seriousness with which the trustees of the Shalala Pension Fund view your management failures
in this unhappy episode and we look forward to hearing your considered responses to the points made.
Yours sincerely,
M. Haber.
On behalf of Shalala Pension Fund.
[Tutorial note: underlined points are the CEO’s responsibilities; italicised points are the criticisms of Mrs Keefer. Allow for a
，我們將會及時處理。