Control of accounting information of the company is exercised in anonymous corporations the Auditor the shareholders naturally and the Board of Directors

Control of accounting information of the company is exercised, in anonymous corporations, the Auditor, the shareholders, naturally, and the Board of Directors. Ressort que des études réalisées généralement spring that generally studies the presence of external directors is decisive in limiting

This problem is to reflect on the role of this body, which is one of the safeguards of the system of governance, and on the liability of its members. There is in fact here the double issue of the effectiveness of the control, which can be measured by the proportion of outside directors, but also the effectiveness of its controls because either costs detection, or the level of expertise of the controllers. This is added the problem of the remuneration of the directors themselves; include the case of the Board of Directors of Coca-Cola and the possible loss of the control function of the members of this Council on the proposal of the Directorate pay according to objectives; These administrators would be paid $ 175.000 annually, including 50,000 in cash, the balance in actions, only if the group meet predefined objectives, i.e. a growth of 8 of the earnings per share on average per year, while he languished for three years. For the CEO, such a method aligns the interests of the members closest to those of the shareholders, better than any other method of compensation, but, according to one commentator, at the risk of turning "of the guard dogs in"pom pom girls"supporting seamless management and turning a blind eye on questionable accounting practices to achieve the objectives in the short term."

In October 2004, the Commission European has published a proposal for amendment of the accounting directives providing for including the confirmation of the collective responsibility of the members of the Board of Directors with respect to the financial statements, the Member States to introduce appropriate sanctions and on civil liability for breach of rules. The Commission has, at the same time, discussed two recommendations on the remuneration of Directors and the role of independent directors, whose presence is likely to question the decisions of the management and thus contribute to the protection of shareholders. The approach of the Commission is based on the dual wish that no individual or small group can dominate the decision-making process and thus to ensure a good management of the potential conflicts of interest, with a self-assessment of the functioning of the Council, skills and effectiveness of each Director and each Committee annual established within the Council.

The problem of the characterization of the administrator is fundamental in the exercise of control of the management of the results against the opportunism of the leadership: the administrator must have knowledge, judgment and experience diverse; He must devote time and attention necessary for the execution of its responsibilities, hence the interest to his other commitments. A Board whose members do not have the required skills exert no relevant control of the opportunistic management of results. It may even wonder if the fact that the Council is comprised of individuals with expertise, including financial, capable to exercise objective judgment, is not more important than the obligation to comply with formal rules on independence.

And, if the establishment of audit committees responsible for monitoring the reliability of accounting information is usually presented as likely to limit the results management, a study in the French context relativizes such a vision in concluding that the existence of monitoring committees is interpreted that partially as a device to reduce the costs of Agency and more as the implementation of a device "purely cosmetic" to meet formal requirements for codes of good governance practices; authors join even in this the results obtained by Menon and Williams, in 1994, which, on a sample of us firms have set up an audit committee, highlight the almost complete absence of links between the existence of this Committee and the intensity of the needs of control in the business!