全球公司会计舞弊和改革行为【外文翻译】(1)

1、外文文献翻译译文原文Global Corporate Accounting Frauds and Action for Reforms1、IntroductionDuring the recent series of corporate fraudulent financial reporting incidents in the U.S., similar corporate scandals were disclosed in several other countries. Almost all cases of foreign corporate accounting frauds w

2、ere committed by entities that conduct their businesses in more than one country, and most of these entities are also listed on U.S. stock exchanges. Following the legislative and regulatory reforms of corporate America, resulting from the SarbanesOxley Act of 2002, reforms were also initiated world

3、wide. The primary purpose of this paper is twofold: (1) to identify the prominent American and foreign companies involved in fraudulent financial reporting and the nature of accounting irregularities they committed; and (2) to highlight the global reaction for corporate reforms which are aimed at re

4、storing investor confidence in financial reporting, the public accounting profession and global capital markets. 2、Cases of Global Corporate Accounting Frauds The list of corporate financial accounting scandals in the U.S. is extensive, and each one was the result of one or more creative accounting

5、irregularities. Exhibit 1 identifies a sample of U.S. companies that committed such fraud and the nature of their fraudulent financial reporting activities. EXHIBIT 1. A SAMPLE OF CASES OF CORPORATE ACCOUNTING FRAUDS IN THE U.S.A.Adelphia CommunicationsFounding family collected $3.1 billion in off-b

6、alance-sheet loans backed by company. Earnings were overstated by capitalization of expenses and hiding debt.AOL Time WarnerBarter deals and advertisements sold on behalf of others were recorded as revenue to keep its growth rate high. Sales were also boosted via "round-trip" deals with ad

7、vertisers and suppliers.Bristol-Myers SquibbInflated 2001 revenues by $1.5 billion by "channel stuffing," forcing or giving inappropriate incentives to wholesalers to accept more inventory than they needed, to enable company to meet its 2001 sales targets.CMS EnergyExecuted "round-tri

8、p (buy and sell)" trades to artificially boost energy trading volume and revenues.Duke EnergyEngaged in 23 "round-trip" trades to boost trading volumes and revenues.DynegyExecuted "round-trip" trades to artificially boost energy trading volume, revenues and cash flows.EnronT

9、ops the list of biggest U.S. corporate collapses. Company boosted profits and hid debts totaling over $1 billion over several years by improperly using partnerships. It also manipulated the Texas power and California energy markets and bribed foreign governments to win contracts abroad.HalliburtonIm

10、properly booked $100 million in annual construction cost overruns (revenues) before customers agreed to pay for them.MerckRecorded $14 billion over three years in consumer-to-pharmacy co-payments that the company never collected.Qwest CommunicationsInflated revenues using network capacity "swap

11、s" and improper accounting for long-term deals. Former CEO L. Dennis Kozlowski was indicted for tax evasion ($1 million of New York sales tax on art purchases). The SEC is investigating whether the company was aware of his actions, and possible improper use of company funds and related-party tr

12、ansactions, as well as improper merger accounting practices.WorldComTo cover losses, top executives overstated earnings by capitalizing $9 billion of telecom operating expenses, and thus overstating profits and assets over five quarters, beginning 2001. Founder Bernard Ebbers received $400 million i

13、n off-the-books loans.XeroxOverstated earnings for five years, boosting income by $1.5 billion, by misapplication of various accounting rules.3、Global Regulatory Action for Corporate and Accounting ReformsI. U.S. Sarbanes-Oxley Act of 2002 (SOA 2002)In response to corporate and accounting scandals,

14、the effects of which are still being felt throughout the U.S. economy, and in order to protect public interest and to restore investor confidence in the capital market, U.S. lawmakers, in a compromise by the House and Senate, passed the Sarbanes-Oxley Act of 2002. President Bush signed this Act into

15、 law (Public Law 107-204) on July 30, 2002. The Act resulted in major changes to compliance practices of large U.S. and non-U.S. companies whose securities are listed or traded on U.S. stock exchanges, requiring executives, boards of directors and external auditors to undertake measures to implement

16、 greater accountability, responsibility and transparency of financial reporting. The statutes of the act, and the new SEC initiatives that followed, are considered the most significant legislation and regulations affecting the corporate community and the accounting profession since 1933. Other U.S.

17、regulatory bodies such as the New York Stock Exchange (NYSE), the National Association of Securities Dealers Automated Quotation (NASDAQ) and the State Societies of CPAs have also passed new regulations which place additional burdens on publicly traded companies and their external auditors.The Sarba

18、nes-Oxley Act (SOA) is expressly applicable to any non-U.S. company registered on U.S. exchanges under either the Securities Act of 1933 or the Security Exchange Act of 1934, regardless of country of incorporation or corporate domicile. Furthermore, external auditors of such registrants, regardless

19、of their nationality or place of business, are subject to the oversight of the Public Company Accounting Oversight Board (PCAOB) and to the statutory requirements of the SOA .The United States' SOA has reverberated around the globe through the corporate and accounting reforms addressed by the In

20、ternational Federation of Accountants (IFAC); the Organization for Economic Cooperation and Development (OECD); the European Commission (UC); and authoritative bodies within individual European countries.II. International Federation of Accountants (IFAC)The International Federation of Accountants (I

21、FAC) is a private governance organization whose members are the national professional associations of accountants. It formally describes itself as the global representative of the accounting profession, with the objective of serving the public interest, strengthening the worldwide accountancy profes

22、sion and contributing to the development of strong international economies by establishing and promoting adherence to high quality standards. The Federation represents accountancy groups worldwide and has served as a reminder that restoring public confidence in financial reporting and the accounting

23、 profession should be considered a global mission. It is also considered a key player in the global auditing arena which, among other things, constructs international standards on auditing and has laid down an international ethical code for professional accountants. The IFAC has recently secured a d

24、egree of support for its endeavors from some of the world's most influential international organizations in economic and financial spheres, including global Financial Stability Forum (FSF), the International Organization of Securities Commissions (IOSCO), the World Bank and, most significantly,

25、the European Communities(EC).In October 2002, IFAC commissioned a Task Force on Rebuilding Public Confidence in Financial Reporting to use a global perspective to consider how to restore the credibility of financial reporting and corporate disclosure. Its report, "Rebuilding Public Confidence i

26、n Financial Reporting: An International Perspective," includes recommendations for strengthening corporate governance, and raising the regulating standards of issuers. Among its conclusions and recommendations related to audit committees are :1. All public interest entities should have an indep

27、endent audit committee or similar body .2. The audit committee should regularly report to the board and should address concerns about financial information, internal controls or the audit .3. The audit committee must meet regularly and have sufficient time to perform its role effectively .4. Audit c

28、ommittees should have core responsibilities, including monitoring and reviewing the integrity of financial reporting, financial controls, the internal audit function, as well as for recommending, working with and monitoring the external auditors. 5. Audit committee members should be financially lite

29、rate and a majority should have "substantial financial experience." They should receive further training as necessary on their responsibilities and on the company.6. Audit committees should have regular private "executive sessions" with the outside auditors and the head of the in

30、ternal audit department. These executive sessions should not include members of management. There should be similar meetings with the chief financial officer (CFO) and other key financial executives, but without other members of management.7. Audit committee members should be independent of manageme

31、nt .8. There should be a principles-based approach to defining independence on an international level. Companies should disclose committee members' credentials, remuneration and shareholdings.9. Reinforcing the role of the audit committee should improve the relationship between the auditor and t

32、he company. The audit committee should recommend the hiring and firing of auditors and approve their fees, as well as review the audit plan.10. The IFAC Code of Ethics should be the foundation for individual national independence rules. It should be relied on in making decisions on whether auditors

33、should provide non-audit services. Non-audit services performed by the auditor should be approved by the audit committee.11. All fees, for audit and non-audit services, should be disclosed to shareholders.12. Key audit team members, including the engagement and independent review partners, should se

34、rve no longer than seven years on the audit .13. Two years should pass before a key audit team member can take a position at the company as a director or any other important management position .III. Organization for Economic Cooperation and Development (OECD) The Organization for Economic Cooperati

35、on and Development (OECD) is a quasi-think tank made up of 30 member countries, including the United States (U.S.) and the United Kingdom (UK), and it has working relationships with more than 70 other countries. In 2004, the OECD unveiled the updated revision of its "Principles of Corporate Gov

36、ernance" that had originally been adopted by its member governments (including the U.S. and UK) in 1999. Although they are non-binding, the principles provide a reference for national legislation and regulation, as well as guidance for stock exchanges, investors, corporations and other parties

37、. The principles have long become an international benchmark for policy makers, investors, corporations and other stakeholders worldwide. They have advanced the corporate governance agenda and provided specific guidance for legislative and regulatory initiatives in both the OECD and non-OECD countri

38、es.The 2004 updated version of "Principles of Corporate Governance" includes recommendations on accounting and auditing standards, the independence of board members and the need for boards to act in the interest of the company and the shareholders. The updated version also sets more demand

39、ing standards in a number of areas that impact corporate executive compensation and finance, such as :1. Granting investors the right to nominate company directors, as well as a more forceful role in electing them.2. Providing shareholders with a voice in the compensation policy for board members an

40、d executives, and giving these stockholders the ability to submit questions to auditors.3. Mandating that institutional investors disclose their overall voting policies and how they manage material conflicts of interest that may affect the way the investors exercise key ownership functions, such as

41、voting .4. Identifying the need for effective protection of creditor rights and an efficient system for dealing with corporate insolvency .5. Directing rating agencies, brokers and other providers of information that could influence investor decisions to disclose conflicts of interest, and how those

42、 conflicts are being managed .6. Mandating board members to be more rigorous in disclosing related party transactions, and protecting so-called "whistle blowers" by providing the employees with confidential access to a board-level contact .4、ConclusionThe Sarbanes-Oxley Act of 2002 was the

43、 U.S. government's response to the wave of fraudulent corporate financial reporting experienced during the 1990s and early 2000s an represented a significant step in regaining investors' confidence in the global financial reporting process. The SOA created new and stricter statutes to avoid

44、a repeat of previous corporate financial disasters. The Act not only applies to U.S. entities but also covers primarily large non-U.S. companies whose securities are listed or traded on U.S. stock exchanges, as well as their non-U.S. external auditors, regardless of their nationality or place of bus

45、iness. Foreign entities have to comply with the SOA by June 2005 . Across the Atlantic, the IFAC, OECD and EU have recognize the recent eruption of corporate scandals in Europe and affirmed the inevitable need for corporate governance reforms and regulation of the public accounting profession worldw

46、ide. The International Federation of Accountants (IFAC) has passed the Code of Professional Ethics for international accounting firms. The Organization for Economic Cooperation and Development (OECD) has passed guidelines for improving corporate governance. The European Union (EU) has proposed a cod

47、e of conduct for independent auditors, which include a five-year auditor rotation requirement. European countries are also individually involved in improving their corporate laws through governance codes of practice.Sourse: Badawi, Ibrahim M. Review of Business; Spring2005, Vol. 26 Issue 2, p8-14, 7

48、p译文全球公司会计舞弊和改革行为一、前言随着最近一系列公司虚假财务报告事件在美国发生,类似丑闻也在其他国家被曝光。几乎所有的案例中外国企业会计舞弊的行为是委托其在多个国家的业务实体,这些实体大多在美国上市。美国公司立法和管理改革2002年的萨班斯法案在全球范围引起反响。该法案的目的是双重的：（1）识别有明显的虚假财务报告和会计手法不当的美国和外国公司；（2）突出强调国际上对恢复投资者对财务报告、会计职业和全球资本市场信心的反应。二、全球企业会计舞弊的案例大量的美国公司被列入公司财务会计丑闻的清单，而且每个案例都不止一个会计行为不规范。通过表1可以看到样本中的美国公司的虚假财务报告的欺骗行为。表

49、1 美国公司会计舞弊样本阿德菲亚传播公司家族以公司名义集资31亿美元贷款在资产负债表外，通过资本化费用和隐藏债务来虚增收入。美国在线时代华纳易货贸易和广告销售以收入的名义记录，以保持其高的收入增长率。通过与广告商和供应商的往返交易，销售额也被提高。百时美施贵宝2001年膨胀的收入，利用“填塞分销渠道”的营销伎俩突击增加销售收入15亿美元或为了让批发商接受比他们的需求更多的存货给予不恰当的奖励，使公司能够达到2001年销售目标。CMS实行“往返(买卖)”交易人工提高能源成交量以及收入。杜克能源通过23次 "往返”交易来提高交易量及增加收入。达力智实行“往返”交易人工提高能源成交量、收入

50、和现金流。安然美国最大的榜首公司崩溃。公司通过不恰当的伙伴关系在几年内提高利润并隐瞒了债务总计超过10亿美元。它也操纵着得克萨斯州的电力和加利福尼亚州的能源市场, 在国外通过贿赂外国政府赢得合约。哈里伯顿在顾客同意支付前不恰当地确认了1亿美元的年度建设投入。默克制药在三年内，公司在其帐目中计入了来自于其子公司140亿美元的营收款项，但默克制药公司却从未收取此款项。奎斯特通讯公司通过对长期交易的不恰当财务记录来虚增收入。前任CEO丹尼斯被指控逃税100万美元。证券交易委员会正在调查公司是否很清楚自己的行为，可能不恰当地运用公司资金和关联方交易，以及不恰当的合并行为。世界通信公司从2001年开始，

51、高层管理人员将90亿美元电信营业费用资本化来夸大收入和资产超过5个季度。创始人伯纳德贝斯收到400万美元的帐外贷款。施乐五年来滥用各种会计准则夸大收入，虚增15亿美元的收入。三、公司会计改革的全球管理行为（一）2002年萨班斯法案(SOA 2002)会计丑闻的影响贯穿于整个美国经济，为了保护社会公共利益，令投资者恢复对资本市场的信心，美国立法者在2002年通过了萨班斯法案。布什总统2002年7月30日签署了该法案(公法107-204)。该法案的执行给在美国证券交易所上市交易的美国和非美国的公司带来巨大变化，要求行政人员、董事会和外部审计人员采取措施使财务报告更具责任心和透明度。基于法案条例的积

52、极性，该法案被认为是从1933年以来最具象征意义的法律法规，影响着公司和会计职业。其他美国监管机构，比如纽约证券交易所、那斯达克和国家注册会计师协会也通过了新的法规,针对上市公司及其外部审计人员增加条款。萨班斯法案适用于任何在美国证券交易所注册上市的公司，无论是在1933年证券管理条例下的还是在1934年证券交易法下的，不管是国营还是私营。此外，外部审计人员，不管他们的国籍和营业地点，受美国上市公司会计监管委员会(PCAOB)监督。美国的萨班斯法案(SOA)在世界各地有反响,国际会计师联合会(IFAC)、经济合作与发展组织(OECD)、欧洲委员会(UC)和欧洲国家的个人权威机构参与了企业和会计改革行为。（二）国际会计师联合会(IFAC)IFAC是一个私人的管理机构，其成员是国家专业组织的会计师。IFAC把自己描述成会计这一职业的全球代表，目的在于为公共利益服务，强化全世界的会计，通过建立和遵守高质量的标准，为国际经济的发展做出贡献。IFAC代表了全世界的会计团体，恢复公众对财务报告和会计职业的信心并认为应该是一个全球性的任务。他在全球审计舞台上充当了一个重要角色，建立了审计的国际化标准，规定了专业会计师的道德规范。IFAC近来被