The audit scope covers the headquarters of the group company and related secondary units, mainly including major economic contracts (mainly contracts under performance) in systems engineering, material procurement, foreign investment cooperation and financing. By means of on-site audit, two units, branches and subsidiaries, such as XX Department of the Group Company and KLOC-0, were selected for random audit.
The audit contents include economic contract management system, contract signing procedure, contract terms and contents, contract performance, contract file management, etc. In order to comprehensively evaluate the process of conclusion, execution, management and filing of economic contracts, this paper puts forward reasonable suggestions to further improve contract management and prevent legal risks in the above process.
Second, the audit process
According to the schedule, the six people in the Audit Department were divided into two audit groups, and spent a total of.
Before the audit, sufficient preparation was made, and a more detailed and unified audit content test table was compiled (see table 1, table 2 and table 3), and a specific division of labor was made according to the auditor's understanding of contract management. In the audit, corresponding compliance test and substantive test methods were adopted, relevant systems, major economic contracts and relevant materials provided by the audited entity were consulted, specific spot-check contracts were exchanged with relevant personnel, and contract execution and performance were also inspected at the contract project site. In terms of contract projects, audit spot checks focus on major engineering projects related contracts, procurement contracts, investment projects and financing contracts. The audit review results show that the contents of the audit work [template of case report of various audit methods focuses on whether the internal audit network of WeChat official account is available, and comments on the internal audit network] are basically comprehensive, and no omissions are found. After the on-site audit, the chief auditor of the audit project summarized the audit matters, and fully communicated with the relevant departments and the backbone of the company on the problems found in the audit before issuing the audit report.
Third, the overall evaluation
Generally speaking, all relevant business units, branches and subsidiaries of the Group have set up contract management functional departments, and there are special personnel to manage contract files; According to the actual situation of their own management, the group company and some subsidiaries have formulated their own contract management measures. For companies that have not established contract management measures, their contract management should follow or refer to the contract management measures of the group company. The conclusion of major contracts, except standard contracts, other non-recurring contracts have gone through the procedures of bidding, joint review of major contracts, review by legal consultants, signing and approving; All particularly important contracts are negotiated, which ensures the principles of legality, prudence, equality and justice when signing contracts.
All companies have established archived contract ledgers, and individual companies have established information management means to save and consult contract ledgers and contract texts.
All units holding the contract seal of the Group can manage the use of the contract seal in accordance with the requirements of the Regulations on the Use of Contract Seal of the Group, and no unauthorized use has been found.
Through the audit, except that some companies fail to pay the project progress payment in time as stipulated in the contract, which may lead to legal risks, and the signed procurement contract is terminated due to complaints from other bidders, there are no cases of termination of performance, complaints and lawsuits within the scope of this audit. In the effective contracts of various business units of the Group.
Four. audit finding
In view of the requirements of "Basic Standards for Internal Control of Enterprises" and "Three Supporting Guidelines", according to the relevant provisions of "Guidelines for the Application of Internal Control of EnterprisesNo. 16-Contract Management", some contents and clauses of the Group's contract management system need to be improved and perfected.
The audit found that some contract files of group companies and secondary companies lacked the legal person certification materials or authorized client certification materials provided by the other party, and did not save or obtain the payment voucher of our legal person certification materials or authorized client certification materials from the other contractor, which laid a hidden danger for the legality and effectiveness of the contract.
There are discrepancies between the bidding documents and the signed contract, and there are control loopholes. The audit spot-checked the project contract and bidding, and found two problems: First, some clauses of "project unit price valuation method" and "completion settlement" in the bidding documents were not written into the contract. Second, the content of "project guarantee" in the bidding documents is not reflected in the contract.
The filing management of bidding documents in the management department of XX Group Company is not standardized. The bidding documents have no ledger and no associated contract number, so it is difficult to query; Recently filed documents lack safe and reasonable temporary storage places, and stacking them in the office is not conducive to the search and utilization of documents; The person in charge of project bidding management forwards the annual summary bidding documents (electronic version) to the file management personnel of XX Department for unified filing, and there is no auditing procedure, so the integrity of bidding materials cannot be guaranteed.
Before the signing of the project contract, the project establishment, evaluation and decision-making approval of the investment company are inconsistent with the Interim Provisions on Investment Management, which is not conducive to the risk management and control of the contract signing.
Xx department project archive content is not standardized. The filing catalogue is not arranged according to the contents of all documents and materials such as investment project establishment, evaluation and demonstration, decision-making approval, etc. , leading to the audit found that some information was not filed, scattered in the manager's office or other places. In addition, after investigation, the legal consultant agreement signed by XX Company was kept in the file as a copy, and the administrator did not know the storage location of the original, nor did he explain the storage location of the original or explain it in other ways.
It is risky to adopt the main contract plus supplementary agreement (actually a subcontract) in some engineering tenders of XX Branch. In principle, the project main contract and supplementary contract constitute the total amount of the project contract. The main contract and supplementary agreement of the above contract are formal and valid contracts signed by both legal persons and have the effect of performance. If the management is not good and the control is not strict, it is easy to have loopholes and cause losses.
There is a difference between the number of contracts stamped on the official seal registration form and the number of contracts registered on the contract statistics form. After the audit, XXX company's official seal uses XXX copies of the contract with official seal recorded in the registration form and XXX copies of the contract registered in the contract statistics table; The official seal of XX month uses the XX contract with official seal recorded in the registration form, but the XX contract registered in the contract statistics table is quite different. The main reason for the difference is that the contract of XX company is kept by the business department itself, and the statistical data submitted by each department is incomplete, which leads to the incomplete data of the contract statistical table of XX department.
Some clauses in the purchase contract of XX Company are debatable. First, the seller's liability for breach of contract in the purchase contract is not stipulated in the contract. In the procurement contracts audited and spot-checked, there are detailed provisions on our various liabilities for breach of contract, but there is no supplier's liability for breach of contract in the contract terms. Secondly, according to the current contract between the two parties, the way to solve the dispute is to apply for arbitration in London according to the laws of the International Chamber of Commerce, and according to the requirements of the contract management measures of the group company, there should be a clause that "or you can apply to the China International Economic and Trade Arbitration Commission for arbitration".
The contracts of some secondary companies have no signing date, so there are hidden dangers in the timeliness of the contracts.
Verb (abbreviation of verb) audit opinions and suggestions
The first is to improve the contract management system. Group companies can refer to the Guidelines for the Application of Internal Control in EnterprisesNo. 16-Contract Management and other relevant provisions, improve the contract management system, improve the contents of relevant clauses, clarify the responsibility of contract management, and formulate a reward and punishment mechanism for management responsibility, so as to make contract management conform to the "three supporting guidelines" in 20 12 to 1 Basic Standards for Internal Control in Enterprises.
The second is to strictly implement the system of joint examination of major contracts stipulated in the Measures for Contract Management of Group Companies. Major contracts signed by branches and subsidiaries that meet the standards stipulated in the Contract Management Measures shall be subject to a joint review system in strict accordance with the regulations; Used for procurement, supply contracts, etc. If the contract amount can't be defined due to price uncertainty, the contract amount can be estimated according to the contract purchase volume and historical price. If the contract meets the major contract standards, the joint review procedure shall be implemented according to the regulations and signed according to the examination and approval authority.
Thirdly, it is suggested that the contract management organization of the group company strengthen the statistical work of contract statements and make full use of the information in the statements. Such as statistical analysis, management control and risk assessment of contracts, especially the conclusion and performance of major contracts, to prevent performance risks and improve and continuously improve contract management.
The fourth is to strengthen the filing management of the qualification certificates of contract signatories and prevent legal risks. Relevant departments of group companies and contract management functional departments of secondary companies should strengthen the collection and filing of contract signatory qualification certificates; In the absence of notarization by a third party, we should also obtain the receipt certificate of our legal person certificate (or authorized client certificate) from the other contracting unit and put it on record together to prevent legal risks.
Fifth, the relevant provisions of the bid-winning document should be unified with the terms of the contract. The conclusion of the project contract determined by bidding shall fully reflect the contents of the commitment clauses in the bid-winning documents, ensure that the contract contents meet the bidding conditions, ensure that the contract performance results are consistent with the bid-winning agreement, avoid contract disputes and guard against related risks.
Sixth, it is suggested that the management department of the group company establish a bidding project ledger to register the signing unit and contract number of the relevant contract; The storage location of the bidding documents and materials temporarily filed shall meet the requirements of file management, and be comprehensive, complete, orderly discharged, easy to find and safely in place.
Seventh, the decision-making process of the Group's foreign investment projects should be strictly implemented in accordance with the Interim Provisions on Investment Management. The approval procedures for the establishment, evaluation and decision-making of foreign investment projects of Xx Company, as well as related matters such as scheme documents, meeting minutes, records and signatures of participants, should be comprehensive and complete to reduce omissions and blind spots in decision-making; The above-mentioned program files and other records shall be collected, sorted, arranged and filed according to the standard program file directory to ensure completeness.
Eighth, it is suggested that XX company pay attention to the risks of adopting the main contract plus supplementary agreement (actually subcontracting); The contract with the supplementary agreement to increase the amount shall be filed with the project cost management institution as soon as possible to ensure the smooth completion of the project final accounts. For projects that adopt the main contract plus supplementary agreement, it is necessary to strengthen the payment audit to prevent repeated payment of contract progress payments, and at the same time prevent repeated contracts from being illegally used to cause asset losses.
Ninth, it is suggested that XX Company strengthen the communication between the contract custody business department and the specific contract statisticians, and the specific contract statisticians should strengthen the daily check and inspection of the information in the official seal registration form to ensure the effective management of the official seal.
Tenth, the premise of signing a contract is justice, equality and reciprocity. It is suggested that the foreign procurement contract of XX Company should fully embody the equal and cooperative relationship and try to protect the rights and interests of the company.
Article 11 The signing time of a contract is one of the elements of a contract and a condition for its validity. It is suggested that the contract management department and the contractor attach great importance to it, improve the signing time elements, and ensure the legal time and effective time of the contract.
Case analysis and enlightenment
The special audit of major economic contract management is not a general process audit, although it includes the audit of the process of contract conclusion, performance and change, and pays more attention to whether the mechanism of contract conclusion process is perfect, whether the contract content has been strictly examined, whether the terms concluded comply with relevant laws and whether the key wording of the contract is accurate. A little impropriety may bring legal risks and great economic losses to the Group, which is a high-risk area in risk management and control. With a cautious and rigorous working attitude, the audit team made detailed preparations before the audit, discussed the audit content and key points many times, and formulated a unified and detailed test draft of the audit content; After understanding the proportion of companies with major contracts and departments with key contracts, the audit scope and specific audit units shall be formulated.
The audit results show that the contract management of XX Company is basically standardized and the related management system is relatively sound. The main problems are: some management requirements are biased in the implementation, some contracts are biased in the specific implementation, some related managers of some companies lack legal awareness, some contracts are hindered by external objective factors, and some contracts are affected by the international market. The terms of these contracts are unequal. The audit team of the above-mentioned specific issues [template of case report of various audit methods pays attention to whether there is an internal audit network of WeChat official account, and comments on the internal audit network] gives audit conclusions after obtaining conclusive evidence.
It is related to the group's operational risk, and the audit report is highly valued by the group leaders, instructing the relevant units with problems to rectify in time. At present, the group contract management measures have been issued and implemented, involving the audit of various functional departments and business units. Except for a few problems that need improvement due to objective reasons, other audit problems have been effectively rectified and implemented. This special audit has played a certain role in further standardizing contract management and reducing business risks and legal risks in XX Company.
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