The Committee of Sponsoring Organizations’ (COSO) mission is to provide thought leadership through the development of comprehensive frameworks and guidance on enterprise risk management, internal control and fraud deterrence designed to improve organizational performance and governance and to reduce the extent of fraud in organizations.
COSO’s vision is to be a recognized thought leader in the global marketplace on the development of guidance in the areas of risk and control which enable good organizational governance and reduction of fraud.
COSO was organized in 1985 to sponsor the National Commission on Fraudulent Financial Reporting, an independent private-sector initiative that studied the causal factors that can lead to fraudulent financial reporting. It also developed recommendations for public companies and their independent auditors, for the SEC and other regulators, and for educational institutions.
The National Commission was sponsored jointly by five major professional associations headquartered in the United States: the American Accounting Association (AAA), the American Institute of Certified Public Accountants (AICPA), Financial Executives International (FEI), The Institute of Internal Auditors (IIA), and the National Association of Accountants (now the Institute of Management Accountants [IMA]). Wholly independent of each of the sponsoring organizations, the Commission included representatives from industry, public accounting, investment firms, and the New York Stock Exchange.
The first chairman of the National Commission was James C. Treadway, Jr., Executive Vice President and General Counsel, Paine Webber Incorporated and a former Commissioner of the U.S. Securities and Exchange Commission. Hence, the popular name "Treadway Commission." Currently, the COSO Chairman is Robert Hirth.
COSO’s goal is to provide thought leadership dealing with three interrelated subjects: enterprise risk management (ERM), internal control, and fraud deterrence.
Regarding ERM, in 2004 COSO issued
Enterprise Risk Management — Integrated Framework. COSO has also published several thought papers beginning in 2009 relating to ERM. These thought papers are available for free download.
Regarding internal control, in 1992, COSO published
Internal Control — Integrated Framework. This framework was revised and reissued in May 2013. Effective December 15, 2014, the 1992 framework is superseded and no longer available. In 1996, COSO issued
Internal Control Issues in Derivatives Usage. In 2006, COSO published
Internal Control over Financial Reporting — Guidance for Smaller Public Companies, followed by
Guidance on Monitoring Internal Control Systems, published in 2009. Effective December 15, 2014, the 2006 smaller public company guidance is also superseded and no longer available.
Finally, in the area of fraud deterrence, COSO has published two research studies. The first study released in 1999 was titled
Fraudulent Financial Reporting: 1987-1997. A continuation study called
Fraudulent Financial Reporting: 1998-2007 was released in 2010.
View and Download COSO at 30 Years
Listen to the COSO at 30 Years Audio Recording
COSO is a committee of five sponsoring organizations whose representatives come together periodically to work on specific projects. COSO’s projects are undertaken, reviewed and finalized in accordance with policies agreed to by the sponsoring organizations.
Committee Members: Each sponsoring organization shall appoint an individual to be its representative to COSO. Each sponsoring organization will determine its own criteria and characteristics for appointing a member (e.g., length of time, staff or volunteer, etc.). Committee members are responsible for COSO’s strategy, funding and development of frameworks, guidance and research. Committee members are expected to be empowered, participative and highly supportive of COSO’s mission. (See a current listing of board members, together with brief biographical sketches.)
Committee Meetings and Expectations: Committee members shall attempt to convene quarterly to review COSO’s strategy, financial and operating performance, continuous process improvements and any other business such as work-in-progress or new projects. COSO, within reason, will rotate these quarterly meetings at locations near each of the sponsoring organizations, with a conference call also being an option depending on the agenda.
COSO Chair: The COSO Chair is appointed by the unanimous vote of the sponsoring organization’s members. The term of the Chair shall be three years, renewable for additional years if agreed upon by the Chair and voted upon by COSO’s committee members.
Appointment of Sub-Committees/Task Forces: COSO may form sub-committees or task forces at its discretion to advise COSO on guidance issues or research projects. At its discretion, COSO may choose to communicate objectives, deliverables and resource requirements to the committee or task force.
Research and Guidance Projects: COSO can choose to engage third parties to conduct research on behalf of COSO. The research must be aligned with COSO’s mission. Appointment and terms of compensation require the unanimous approval of COSO’s committee members. A COSO committee member can conduct the research but must recuse him/herself from the voting process.
Administrative Functions Performed for COSO: Since COSO is a committee that is sponsored by other organizations, there is a need for certain administrative functions of the committee to be performed by one or more of the sponsoring organizations or third parties. The responsibilities of each organization may change over time to reflect either new responsibilities or to balance the overall administrative support of each sponsoring organization. Some of the services provided to COSO include: accounting, licensing, public relations, website development, copyright, document translation oversight, administrative assistance and research.
Executive summaries of all COSO
guidance are available online to view and download for free.
View and Download Executive Summaries
Thought papers are available online to view and download for free.
View and Download COSO Guidance
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To request English language licensing or permission to reprint COSO guidance in part or in whole,
download the Copyright Permission Request Form, complete it, and email it to
firstname.lastname@example.org. Applicants should receive a response from the AICPA permission team on behalf of COSO within 10 business days.
Copyright Permission Request Form
To request permission to translate COSO guidance,
download the Translation Rights Request Form, complete it, and email it to
email@example.com. Applicants should receive a response within two weeks.
Translation Rights Request Form
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Policy for Acceptable Use of COSO Materials
Acceptable Use of COSO Materials