CHƯƠNG 1, 2:

1. phân biệt moral, ethics and law

ETHICS MORAL

ethics is an agreed outcome that Morals are personal philosophies on

identifies right or wrong in particular right and wrong which, through
circumstances by way of a decision common backgrounds, are often shared
intended to be achieved in a good way by large numbers of people
or intending to achieve good outcomes.

ex: She is a lawyer. Her morals tell her that thieves should be punished but her ethics
as a professional lawyer required her to defend her client to the best of her abilities.

ETHICS LAW

ethics are about what is right and what is law is about what is lawful and what is
wrong unlawful

2. What is profession, professional, professionalism?

profession professional professionalism

- high level of competence and - a person who has Comply with law and ethical
skills in a given area significant level of standards
- specialised training and training
maintained by continuing - shows a high level of
professional development competence and skills
- focus on intellectual or - behaves in an ethical and
administrative skills rather appropriate manner
than mechanical or physical
actions

a body of theory and knowledge taking action to support

which is used to support public interest
public interest
3. Tại sao người ta phải hành động có đạo đức khi làm trong ngành kế kiểm?

As an accountant, your values and attitudes flow through everything you do

professionally:

Maintaining Public Trust. One of the primary responsibilities of accountants is to

provide accurate and reliable financial information to stakeholders.

Legal Compliance. Accountants are required to comply with legal and regulatory
requirements when preparing financial statements.

Maintaining Professionalism. Adherence to ethical principles is a hallmark of

professionalism in the accounting profession.

Risk Management. Unethical behaviour in accounting can lead to significant risks for
the accountant and their firm.

4. 5 phẩm chất của một kế toán chuyên nghiệp

PRINCIPLES EXAMPLES

reliability accountants consistently deliver on time what is asked for

responsibility accountants take ownership on their work and be accountable for

their actions and decisions

timeliness accountants produce works within a specified timeframe.

accountants should be on time for a work and appointment

courtesy accountants conduct themselves with courtesy, consideration, and

general good manners towards their clients, colleagues and others

respect accountants develop constructive relationships to their clients,

colleagues and others, and recognize their values and rights

5. What is the public interest?

- the public interest can be defined as the welfare or well-being of the general
public that supports the good of society as a whole
- for an accountant, acting in the public interest is acting for the collective well-
being of the community people and institutions that it serves

6. kế toán có ảnh hưởng ntn trong công ty

influence on organisations
 - The influence of the accountancy profession on organisations is very
significant. this is due to the range of services that accountants can provide
including:
+ financial/ management accounting
+ audit/ consultancy
+ taxation advice
- limitation on influence: the influence is limited regarding ethical and other
areas by the following sectors:
+ extent of organisational reporting
+ Conflicts of interest in selling additional services
+ long -term relationships with clients
+ Overall size of accountancy firms
+ Focus on growth and profit

7. 5 nguyên tắc đạo đức căn bản của kế kiểm viên (principles)

PRINCIPLES DEFINITION

integrity Members should be straightforward and honest in all professional/

business relationships

objectivity Members do not allow bias or conflict of interest in business

judgements

professional Duty to maintain professional knowledge and skill at appropriate

competence level
and due care

confidentiality In4 on clients not disclosed without appropriate specific authority

professional Mems must comply with relevant laws and avoid actions discrediting
behaviour the profession

CHƯƠNG 3: WHAT IS DECISION MAKING? TRÌNH BÀY 4 BƯỚC RA QUYẾT

ĐỊNH

- Decision making is the process of selecting a course of action to achieve a

desired result from among 2 or more alternatives
- 4-stage process of ethical decision making:

Step1: recognise moral issue

 Step2: make moral judgement

Step3: establish moral intent

Step4: engage in moral behaviour

CHƯƠNG 4: TRÌNH BÀY 3 THEORY TRONG BÀI

- Agency theory: is a group of concepts describing the nature of agency

relationship deriving from the separation between ownership and control.
- Transaction cost theory: is an alternative variant of the agency understanding
of governance assumptions. It describes governance frameworks as being
based on the net effect of internal and external transactions, rather than
contractual relationships outside the firm.
- Stakeholder theory: is a theory of organizational management and business
ethics that addresses morals and values in managing an organization, such as
those related to corporate social responsibility, market economy, and social
contract theory

CHƯƠNG 5: TRÌNH BÀY 4 BÁO CÁO ĐƯỢC HỌC? PHÂN BIỆT NED VÀ ED?
PHÂN BIỆT VAI TRÒ CỦA CHAIRMAN VÀ CEO?

- Cadbury report (1992)

+ The board required constant monitoring and assessment
+ Recommendations:

• There was a need to split the chairman/CEO role

• Necessary to ensure the chairman is an independent person at the time

of appointment

- Higgs report (2003)

+ It is the role of NEDs to represent the needs of shareholders and
operate as cautionary voice of the board
+ Conclusions:

• At least half of the board should be made up of NEDs

• They should be remunerated appropriately

• They should act as a link between the board and shareholders to reduce
agency problem

• They should communicate regularly to important shareholders

 - Tyson report (2003)
+ Developed from the Higgs report. It dealt with recruitment and
development of NEDs
+ Conclusions:

• Diversity in background, skills and experience enhances board

effectiveness

• Diversity improves communication and relationships with stakeholders

and shareholders

- Financial Reporting Council FRC (2010): 4 revisions of the Code

+ Announced that the Code would in future be known as the UK CG Code
+ Section A in 2008 code has been divided into two new sessions called
“Leadership” and “Effectiveness”.
- Phân biệt NED và ED:

ED - EXECUTIVE DIRECTORS NED - NON-EXECUTIVE

DIRECTORS

are directors who also have executive
management responsibility in the
company. They are normally full-
time employees of the company. Eg:
CEO, CFO
are directors who do not have any
executive management responsibility
in the company (They might be an
executive director in a different
company)
- NEDs are not employees of the
company
- They are not full-time employees.

- Phân biệt vai trò của chairman and ceo

CHAIRMAN - RUN THE BOARD CEO - RUN THE COMPANY

• Ensure that the board sets and
implements the company’s direction and
strategy effectively, and
• Act as the company’s lead
representative, explaining aims and
policies to the shareholders
• Take responsibility for the performance
of the company, as the determine by the
board’s strategy
• Report to the chairman and/or board of
directors
CHƯƠNG 6: TRÌNH BÀY 2 PP RULE AND PRINCIPLE BASED APPROACH?
SOX LÀ GÌ (TẤT CẢ IN4)? AD AND DISAD CỦA SOX?

A rule-based approach A principle-based approach

is based on the view that companies
must be required by law to comply with
established principles of good corporate
governance
requires the company to adhere to the
spirit rather than the letter of the code.
The company must either comply with
the code or explain why it has not
through the reports to the appropriate
body and its shareholders

WHAT IS SOX?

Definition: • SOX is a rule based approach;

• SOX is extremely detailed and carries the full force of the law;

• It is relevant to US companies.

Key point: internal control report, accuracy of financial statements, increase financial
disclosures, restriction on dealing, audit partner, auditor independence and audit
committee

Key effects of SOX: AD

• Personal liability of directors for mismanagement and criminal punishment;

• Improved investor and public confidence in corporate US;

• Improve internal control and external audits companies;

• Improve governance through an audit committee.

Negative reaction to SOX: DISAD

• Doubling of audit fee costs to organizations;

• Onerous documentation and internal control costs;

• Reduced flexibility and responsiveness of the companies;

• Reduce risk taking and competitiveness of organizations

CHƯƠNG 7: CRS LÀ GÌ? CÁC THÀNH PHẦN CỦA CRS? THÀNH PHẦN NÀO
QUAN TRỌNG NHẤT? TẠI SAO? AD VÀ DISAD CỦA CRS? VẼ MA TRẬN
MENDELOW 1991?

Definition: CSR encompasses the economic, legal, ethical and philanthropic

expectations placed on organizations by society

Classification of CSR:

Economic responsibility:

• Shareholders demand a reasonable return

• Employees want safe and fairly paid job

• Customers demand quality at a fair price

Legal responsibility

• The law is a baseline for operating with society

• It is an accepted rule for company operations

Ethical responsibility

• This relates to doing what is right, just and fair

• Actions taken in this area provide a reaffirmation of social legitimacy

• This is naturally beyond the previous two levels

Philanthropic responsibility

• Relates to discretionary behavior to improve the lives of others

• Charitable donations and recreational facilities

THÀNH PHẦN NÀO QUAN TRỌNG NHẤT? TẠI SAO?

Many experts believe that ethical responsibility is the most important category of CSR
in business because it entails behaving in a morally correct manner, avoiding harm to
others, and promoting the greater good of society. A company that fulfills its ethical
responsibilities is more likely to earn the trust and respect of its customers, employees,
investors, and other stakeholders, which could translate into long-term success and
profitability.
AD:

1. Stronger brand image, recognition, and reputation

2. Increased customer loyalty and sales

3. Operational cost savings

4. Retaining key and talented employees

5. Easier access to funding

6. Reduced regulatory burden

DISAD

1. Rising Costs Of Operations

2. Conflicts with the Profit Motive
3. Creates a Principal-Agent Problem and Issue
4. Discourages Certain Investors and Financiers
5. Harms the Public Image of a Business or Brand

MA TRẬN MENDELOW

CASE STUDY: ÔN TỪ C1 C2 C3: RỦI RO ĐẠO ĐỨC