Keywords: legal supervision of accounting information distortion of listed companies and determination of the responsible subject
First, the reasons for the distortion of accounting information of listed companies
Accounting information is the main basis for managers, investors and creditors to improve business management, evaluate financial situation, make investment decisions and prevent business risks. The distortion of accounting information will bring immeasurable losses to managers, investors and creditors. Especially with the acceleration of the marketization process, listing of enterprises has become the only way for the marketization of state-owned enterprises. According to the requirements of Company Law and Securities Law, a certain profit level is a prerequisite for a company to become a quasi-listed company. In order to achieve these conditions, many enterprises rack their brains to "create" profits through accounting adjustment. On the surface, the distortion of accounting information is a management problem, or the personal behavior of unit leaders or accountants, but there are essentially the following reasons:
(1) From a macro perspective, the main reason for accounting information distortion is to judge the institutional basis and environmental conditions for the operation of enterprise accounting systems, and the influence of these factors on the quality of accounting information is often fundamental. Specifically, it can be judged from the following aspects: 1. The establishment and perfection of the market economic system. Including the idea of establishing modern enterprise system, establishing property right system and optimizing resource allocation through market. 2. The degree of standardization of market order. Including market mechanism, market rules, market supervision system and the effectiveness of its implementation. 3. Rationalization of investors' behavior. Including investors' rational investment concept, investment risk prevention and restraint mechanism. 4. Validity of legally binding force. Including the legal constraints on the behavior of all participants in the capital market, the legal constraints on the supervisors of the capital market, the legal constraints on the business behavior of enterprises, the legal constraints on the accounting behavior of enterprises and so on.
(B) From the micro-level analysis of the causes of accounting information distortion, mainly to determine whether the decisive factors affecting the operation of enterprise accounting system exist in a reasonable way, and these factors have the most direct impact on the quality of accounting information. 1. From the enterprise's point of view, this paper mainly analyzes the corporate governance structure, enterprise organization management system, internal property rights mechanism (modern large companies and group companies), enterprise innovation mechanism, enterprise internal control system, enterprise restraint and incentive mechanism, etc. 2. From the perspective of enterprise accounting, this paper focuses on the selection mechanism of enterprise accounting policy, accounting standards system, accounting information quality control system and accounting information quality assurance system.
Second, the formation process of accounting information distortion of listed companies
Judging from its formation process, the distortion of accounting information usually comes from two main information processing links: the formation process of information and the disclosure process of information.
Judging from the formation process of accounting information, information distortion may be manifested in these aspects: playing digital games, inflating the amount and balance; Concealing the interception of transfer income and setting up a "small treasury" privately; Exaggerate costs for tax evasion; Fabricating facts and issuing false invoices for reimbursement; Cross use or misuse of accounting subjects, etc. In addition, some listed companies fail to confirm, measure and keep accounts in accordance with the provisions of the unified national accounting system for the benefit of their own companies, or even for ulterior motives, or even fail to account for income, expenses and costs in accordance with the accrual basis principle, matching principle or prudence principle, fail to accrue depreciation of fixed assets, amortize accrued expenses, deferred expenses and deferred assets, and postpone or confirm income or expenses in advance. The calculation standard of cost and profit distribution method is manipulated artificially, thus covering up the actual situation of the enterprise's operation process, which is not conducive to investors and creditors to correctly understand the financial situation and operating results of the enterprise.
Although the main reason for accounting information distortion is in the process of accounting information formation, it is difficult for information users outside the enterprise to obtain real accounting information from the inside of the enterprise, and their investment or lending behavior is mainly influenced by publicly disclosed accounting information. Therefore, many listed companies reprocess their statements when they disclose accounting information. Distorted financial reports, which once had a great impact on the investment decisions of small and medium-sized investors, are common among listed companies in China's securities market. Many listed companies practise fraud in the process of accounting information disclosure, which leads to accounting information distortion, mainly in the following three aspects: 1. Comments on statements are simple and even ignored. Listed companies must transmit supplementary accounting information to information users in the notes, such as what accounting treatment methods are adopted. Because different accounting treatment methods will produce different report data, if the method chosen by enterprise accounting is not fully revealed, accounting information will lack comparability, and if it is not explained in the notes of accounting statements, the availability of accounting information provided will be greatly reduced. 2. Inadequate supervision by the audit department. According to international practice, the authenticity and reliability of accounting information disclosure of listed companies can only be finally confirmed after being audited and signed by certified public accountants. Its purpose is to increase the credibility of accounting information and reduce the risk of accounting information users through the third-party authentication of independent accounting. 3. Inaccurate and untrue data. This is the most important issue in accounting information disclosure. Listed companies can adjust the value of assets at will, inflate their income, and adjust their profits at will by using expenses or depreciation or accounts receivable and payable to confuse the general public.
Third, the countermeasures of accounting information distortion of listed companies
To sum up, to control the distortion of accounting information, on the one hand, we should start from the macro, truly establish and improve the modern enterprise system and supervision system, reform the personnel management system, and strengthen law enforcement, so that listed companies can operate normally on the legal track; The second is to strengthen the management and continuing education of accounting personnel, strengthen the construction of internal control system, strengthen internal supervision, abide by international rules and improve the quality of accounting information. Specific countermeasures and suggestions are as follows:
(A) From the external macro, we must first improve the enterprise management system according to market requirements. Only by establishing and perfecting the modern enterprise system can enterprises truly become legal entities with independent operation, self-financing, self-development and self-restraint, and market competition subjects with clear property rights, clear rights and responsibilities, separation of government from enterprise and scientific management, and enterprises can consciously abide by economic laws and provide true and reliable accounting information. Secondly, enterprises should employ people according to the requirements and procedures of modern enterprise system, confiscate and introduce competition mechanism, and establish an evaluation index system that can objectively and fairly reflect the performance and ability of enterprise operators. Third, improve financial laws and regulations and enrich financial accounting management methods. Enterprises can use the network to realize remote financial monitoring, centralized management of branches and remote inventory. Fourth, strengthen internal and external control, strengthen the internal accounting management and supervision of enterprises, and ensure the authenticity of accounting information.
(B) From an internal micro point of view, enterprises can control the distortion of accounting information by strengthening the construction of accounting control.
1. Strengthen accounting control and broaden the understanding of accounting control. Traditional accounting control means that accountants check and check the original vouchers reflecting economic business to confirm whether all kinds of objective economic business are truly recorded. On this basis, the supervision and control of economic business can be realized through the inspection and review of accounting vouchers, various account books and statements. With the integration of ownership and management rights, a single control environment makes it easier for accountants to perform control and supervision functions, and the output of accounting information is more objective. However, in the case of the separation of the two rights, there are three major contradictions between the owner and the operator: incompatibility of interests, asymmetry of information and incompatibility of incentives, which make the accounting reflection inaccurate and weaken the accounting control under the current accounting management system. Under the premise that "everyone is a bounded rational economic man", different subjects of accounting representatives who control economic business will inevitably lead to different control contents and methods. The control or re-supervision on behalf of the operator is obviously different from the supervision on behalf of the owner, and the interest representative and control target of accounting control need to be re-examined in the environment of separation of the two rights.
2. Strengthen accounting control and optimize the accounting control environment. Specifically, it is to improve the corporate governance structure and design a set of mechanisms that can motivate and restrain operators accordingly to protect owners' rights and interests. The effective combination of incentive and constraint will make the operator's behavior consistent with the owner's goal to the greatest extent. To restrain operators, the owners can use performance appraisal, or the board of directors can stipulate the scope of authority of operators by articles of association, or they can send a board of supervisors to directly supervise the agency rights of operators and safeguard the rights and interests of owners; We can try to implement the annual salary system and stock option plan to motivate operators and combine the interests of operators with the rights and interests of shareholders.
3. Give full play to the role of accounting control and change the current accounting management system. The owner appoints the chief financial officer to lead the accounting organization and accounting work. The CFO is responsible to the owner, and the accountant is responsible to the CFO. The operator is fully responsible for the operation of the company, and the CFO and the operator cooperate and supervise each other, so that the owner and the operator can achieve incentive compatibility through the CFO. Under the accounting management system of CFO system, the scope of accounting control is not only the mutual check and recheck of accounts, certificates and statements, but also the standardized design and control of business processes, the control of incompatible positions in business processing, the post-event review and analysis control, and the property inspection and verification control. In addition, the company can set other necessary control points according to its own business characteristics, combined with business strategies and management methods. Through the effective operation of key control points, the goal of accounting control-safeguarding the owner's rights and interests, and making the information provided by accounting relevant and reliable.
4. Continuously improve the professional quality and professional ethics of accounting personnel, so that accounting control can play an effective role. First of all, we should pay attention to the appointment and annual assessment of accounting personnel's professional and technical qualifications. Providing true information to the outside world is an important part of the appointment and assessment of accounting personnel. Secondly, we should do a good job in the routine management of accounting personnel. Mainly to strengthen the management of accounting certificates, to ensure that certified public accountants really have the ability to engage in accounting work, and to ensure the authority and seriousness of accounting certificates. Third, do a good job in the continuing education of accountants and improve their ideological and moral character, professional ethics and professional quality. An accountant should not only be proficient in business, familiar with laws and regulations, but also have a superb accounting level. More importantly, he should have good quality and excellent thinking, and truly share the same fate with the enterprise. Therefore, accountants need to constantly recharge their batteries and improve their own quality in order to truly reflect the financial situation of enterprises and provide preconditions for ensuring the authenticity and reliability of accounting information.
(3) Establish an effective supervision and restraint mechanism.
1. Strengthen the internal supervision mechanism of the company and give play to the supervisory role of the company's board of supervisors. Although the Company Law stipulates the personnel and responsibilities of the board of supervisors, the board of supervisors in most enterprises is under the pressure of personnel and finance. Only by making its responsibilities, rights and interests independent can it really play its role in supervising the enterprise accounting system to provide and disclose accurate accounting information.
2. Strengthen the external supervision mechanism of the company. The strengthening of external supervision includes three aspects. The first is to improve the auditing system of certified public accountants. The experience of western countries shows that the private audit system is very effective in controlling the distortion of accounting information. In order to give full play to the role of CPA audit, on the one hand, the state should improve the quality, professional ethics and practice quality of CPA team, on the other hand, it should conduct spot checks on the service quality of CPA and severely punish acts that violate professional ethics and practice norms. The second is to strengthen state administrative intervention. In the process of controlling the distortion of accounting information, the government plays a vital role. The degree and effect of government intervention directly affect the quality of accounting information. Financial institutions, audit institutions, securities regulatory authorities and other government agencies should strengthen the supervision and punishment of false accounting information, and at the same time establish a false information inquiry network, so that enterprises and the public can inquire about enterprises and responsible personnel who provide false accounting information at any time, and increase the reputation risk and illegal cost of enterprises, operators and accounting personnel; In addition, government intervention forms such as accountant appointment system can be taken appropriately according to the specific situation, and the distortion of accounting information can be improved through comprehensive government management.
Fourthly, the perfection of the legal responsibility of the subject responsible for accounting information distortion in China.
Any behavior is the result of cost-benefit balance, and the subject responsible for accounting information distortion is no exception. The effectiveness of legal responsibility is the result of the game between the cost-benefit of the responsible subject and the cost-benefit of legal supervision. The effectiveness of the behavior of the responsible subject is the ineffectiveness of legal supervision, and the effectiveness of legal supervision is also the ineffectiveness of the behavior of the responsible subject.
Legal supervision is not only a government behavior, but also an economic behavior. Because the effectiveness analysis of legal supervision is too macro, it can only be analyzed indirectly from the market reaction after legal supervision. First of all, if the legal supervision is effective, the related illegal phenomena should be reduced after the implementation of the law. On the contrary, the legal supervision is inefficient. According to the statistics of Hu Yiming on the illegal punishment of accounting information of listed companies in China from 1996 to 200 1 year, whether it is the absolute amount of illegal accounting information (1, 10, 22, 26, 52, 104 respectively) or its impact on listing. The research group of Shaanxi Audit Society (2000) counted 22 cases of accounting information distortion with great influence in China. The results show that the punishment time is seriously delayed, and after three years of punishment of 80.9 1%, the losses caused by the distortion of accounting information to the market and investors cannot be compensated; In addition, the punishment is too light. Take the punishment of internal managers as an example, there are only three ways of punishment: warning, fine and market ban. The heavier market ban only accounts for 2. 1 1%, and the lighter fine accounts for 46. 15% (and the per capita fine is only 34,400 yuan, which is lower than the 50,000 yuan stipulated in the accounting law), and the lightest warning accounts for about 566.
In view of this, for the improvement of the legal liability of the subject responsible for accounting information distortion in China, this paper suggests starting from the following aspects. First of all, we should integrate the existing legal resources and straighten out the relationship between related laws. At present, the laws related to accounting information distortion are quite confusing, and different laws have different interpretations of the same matter. For example, the provisions on the fine of the responsible subject are: 200,000-200,000 yuan in criminal law, 0,000-0,000 yuan in company law, 300,000-300,000 yuan in securities law and 30,000-50,000 yuan in accounting law. The confusion between related laws will inevitably lead to multi-head law enforcement, which is not conducive to law enforcement. Secondly, add new legal elements. First, we should increase the punishment. Generally speaking, the legal means to supervise the distortion of accounting information in China are not strict enough. The Corporate Responsibility Law passed by the United States increased the penalty for violating the CEO to 10-20 years imprisonment and10-5 million US dollars fine. The penalty for the crime of false reporting in Korean commercial law is fixed-term imprisonment of not more than five years or a fine of150,000 won. In contrast, the punishment of the responsible subject in China is nothing. Secondly, it is necessary to determine the subject of civil liability for providing false accounting information and the legal liability that should be borne. If a listed company provides false accounting information and causes losses to investors, the listed company and relevant responsible persons shall bear civil liability for compensation to investors. Although "Several Provisions on the Trial of Civil Compensation Cases Caused by False Statements in the Securities Market" issued by the Supreme People's Court on June 5438+1October 9, 2003 has made detailed provisions on this, it is undoubtedly of positive significance to include the controlling shareholder in the scope of the liability subject. But does it only include the civil liability of the above-mentioned personnel for accounting information distortion caused by false financial reports? From the analysis of fiduciary duty, the subject of obligation and responsibility of financial report should include:
(1) legal person of listed companies: listed companies have a fiduciary duty to investors, so they should bear civil liability for losses caused by false financial reports.
(II) Directors of listed companies: Shareholders hand over the management right of the company to directors. No matter whether the relationship between directors and the company is entrustment or agency, it is based on trust in directors, and this trust means responsibility. If the directors fail to meet the appropriate standards of care when auditing the financial report, and there is intentional fraud or negligence, which leads to misstatement or misleading of the financial report and causes losses to investors who trust the financial report, the negative shareholders have trust and dependence on them and shall bear civil liability for compensation. Even if the certified public accountant audits the financial statements, it cannot exempt the directors from their obligations.
(III) Managers of listed companies: Managers have a fiduciary duty to the company and third parties (including investors). In modern companies, because the manager is responsible for the daily operation of the company, he is more familiar with the operation of the company than the general directors, especially the external directors, and has a clearer understanding of the real financial situation and operating performance of the company. The accounting department is led by the manager, so the preparation of financial reports depends largely on the manager's will. It can be said that almost every false financial report is inseparable from the role of managers. Therefore, managers should also bear civil liability for providing false financial information.
(IV) Supervisors of listed companies: An important aspect of supervisors' supervisory power is to supervise the company's financial affairs, especially the financial reports provided by company operators to shareholders, so as to ensure their truthfulness and completeness. If the supervisor fails to discover and stop the false statements of directors and managers who should have been discovered, or even participates in fraud, resulting in serious false statements in financial reports, it violates the trust of shareholders and should bear corresponding civil liabilities.
(V) Controlling shareholder: If a listed company makes false statements due to the influence of the controlling shareholder, the controlling shareholder has violated the fiduciary duty to other minority shareholders and should bear corresponding legal responsibilities.
(VI) Certified Public Accountants: Certified Public Accountants have high professional knowledge and skills, and their auditing work is specialized. Certified public accountants shall implement special auditing procedures according to auditing standards and express their opinions on the legality, fairness and consistency of financial statements. Due to the above characteristics, there is a specific dependence between external investors and certified public accountants in a weak information position, and the public's trust in certified public accountants determines that certified public accountants have fiduciary obligations to external third parties. If a certified public accountant fails to follow the professional norms and maintain due attention in the audit process, resulting in no mistakes and drawbacks that should be discovered, or even cooperates with the management authorities to cheat and issue false audit reports, it will violate the obligation of good faith and should bear legal responsibilities, including civil, administrative and even criminal responsibilities.
(7) Other subjects:
1. General accountants: From the production of accounting information, the motivation of accountants to provide false financial reports is generally insufficient. The root of false financial reports lies in the management authorities, and accountants are only executors. However, as the direct producers of accounting vouchers, account books, statements and other financial materials, accountants should still bear administrative responsibilities, including warnings, fines, revocation of accounting qualification certificates, and permanent or certain period of time not to engage in accounting, auditing, finance and similar work.
2. Internal auditors: As the internal management organization of the company, they serve the management authorities of the company, which plays a certain role in preventing the fraudulent behavior of employees within the company, but it does not play much role in preventing the false statements of the whole company. And subjectively, there is no motivation to provide false financial reports. Therefore, internal audit can only bear administrative responsibility, but should not bear civil or criminal responsibility because it has not found any fraud.
3. Chief Financial Officer: The chief financial officer plays the role of supervisor in the internal accounting control system. If the company provides false financial reports, but the chief financial officer fails to find and correct the false statements in time, he shall bear civil liability and other responsibilities for his negligence. If the chief financial officer directly participates in fraud, it is a deliberate act and should bear legal responsibility for false financial reports.
4. Securities analysts: Listed companies make false statements and exaggerate profits in order to cater to the forecasts of securities analysts. Investors' investment in certain securities depends on the content of information disclosure and their judgment on the company's prospects, while securities analysts have a certain authoritative role in investors' minds, and investors have high trust in them, believing that they make predictions and reports with professional knowledge and an objective and fair attitude. Therefore, investors' trust in securities analysts makes them have an honest obligation to provide true corporate financial analysis reports. In this way, if a securities analyst makes a false statement to predict and influence the financial report of a listed company, which leads to the false financial report, he shall bear the tort liability together with the listed company.
5. Underwriter: In the process of rights issue, if a securities company participates in falsifying the financial report of a listed company or fails to check the authenticity, accuracy and completeness of the financial report, or the securities company participates in falsifying the financial report of a listed company for the purpose of manipulating the stock price, thus causing the financial report of a listed company to be materially untrue, the underwriter shall also bear civil liability for compensation to investors.
6. Appraiser: In civil law, asset appraisers are also experts. If the assets of listed companies are not evaluated according to professional rules and false assets evaluation reports are issued, resulting in false assets and profit and loss figures in the periodic financial reports of listed companies, investors shall be compensated for their losses.
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