O presente trabalho se propôs três tarefas: (i) responder algumas perguntas teóricas a respeito da transparência como estratégia regulatória no mercado de valores mobiliários; para tanto, revisitou a literatura jurídica e econômica sobre o papel da informação nos processos de tomada de decisão econômica; (ii) mapear o regime jurídico aplicável a transações com partes relacionadas no Brasil, analisando se as estratégias regulatórias adotadas são aquelas que seriam mais recomendáveis; para tanto, sistematizou as regras legais, regulamentares e os precedentes da Comissão de Valores Mobiliários, comparando-os ao desenho regulatório mais adequado sob o ponto de vista teórico; e (iii) conduzir um teste empírico para averiguar em que medida as reformas realizadas em 2009 no regime de prestação compulsória de informações periódicas foram capazes de mudar o comportamento dos emissores de valores mobiliários e, consequentemente, contribuir para o aperfeiçoamento de sua governança corporativa. O teste empírico demonstrou que, em um período de apenas 3 anos, o número de companhias no mercado brasileiro que adotou conduta mais estrita que a prevista em lei para lidar com transações com partes relacionadas praticamente dobrou (de 16% para 31,5%). Esse número é ainda mais expressivo nos segmentos especiais de listagem, que são os que mais cresceram nos últimos 10 anos. No Novo Mercado esse número passou de 19,5% para 46% e, no Nível 2, de 37% para 62,5%. No entanto, regras de transparência não parecem ser suficientes para lidar com transações com partes relacionadas porque, apesar da mudança de conduta percebida, as políticas adotadas pelas companhias ficaram muito aquém daquilo que seria recomendável sob o ponto de vista teórico. / This study intends to accomplish three tasks: (i) answering some theoretical questions regarding transparency as a regulatory strategy for the securities market; in this regard, it has reviewed the legal and economic literature on the role of information in the process of making economic decisions; (ii) mapping the Brazilian legal framework for related-party transactions, analyzing whether the regulatory strategies currently adopted mach what would be recommended from a theoretical stand point; in this regard, it has systematized the statutory rules, regulations, as well as the precedents set by the Brazilian Securities and Exchange Commission (Comissão de Valores Mobiliários), and has compared them to the most appropriate regulatory framework from a theoretical standpoint; and (iii) conducting an empirical test in order to assess the extent to which reforms carried in 2009 regarding periodic reporting were capable of changing the way public companies behave and, therefore, improving their corporate governance. The empirical test showed that, within only 3 years, the number of Brazilian public companies approaching related-party transactions more rigorously than required by law has virtually doubled (from 16% to 31.5%). The result is more significant among the special listing segments the ones which grew the most during the last ten years. In Novo Mercado, this number jumped from 19.5% to 46%, while in Nível 2 it went from 37% to 62.5%. However, transparency rules do not seem to be enough when addressing related-party transactions issues because, despite such change in behavior, the policies adopted by the companies have lagged well behind what would be appropriate from the theoretical point of view.

The purpose of this master’s thesis is to examine and analyse how a transfer pricing adjustment is made and how related parties should handle price adjustments from a customs perspective in Sweden. The examination includes describing the valuation methods available for transfer pricing and customs valuation with regards to related parties. In addition, the differences in connection to the valuation are described and analysed. Goods imported to Sweden must be cleared through customs: the importer presents a customs declaration to the Swedish Customs and pays customs duty. The customs duty is calculated using a customs value and customs valuation is the system that enables the importer to establish correct customs values on imported goods. Transfer pricing is the determination of prices on transactions taken place between companies belonging to the same group and has a direct effect on the income tax payable. There are six customs valuation methods that are hierarchically applied and six transfer pricing methods that are applied somewhat differently. There are similarities between the methods and most of the customs valuation methods have a corresponding transfer pricing method, or vice versa. Even if there are similarities, many factors make reconciliation of the methods difficult. Such factors are the different time for assessing the value and that the customs valuation methods are applied in a strictly hierarchical way with no possibility to choose the most suitable method. Customs duties and transfer pricing both share the same valuation concept, although interpreted differently, being that the value shall be based on the price that the parties would arrive at under open market conditions. However, relevant values on the same transaction differ significantly due to trying to be in accordance with respective rules. The differences in expectations and the conflicting interests on the outcome of the valuation lead to problems in the tax field. As a conclusion, customs valuation and transfer pricing can undeniably be described as “the two opposing and necessary sides of the same ‘coin’, whose respective values unavoidably affect the whole balance of a system of closely connected valuation”. In order for related parties to use the transaction value method, which is the superior customs valuation method, the price must not have been influenced due to their relationship. If one of two tests prescribed by law can prove that the relationship has not influenced the price, the related parties can use the transaction value method to establish the customs value. If the transaction value, for some reason cannot be used, the importer has to address other options on to how to establish the customs value. The conclusion of this master’s thesis is that related parties should include a price review clause in their contract or pricing policy. The company should notify the Swedish Customs about the provisional price and make an incomplete customs declaration. When information enabling the calculation of the customs value is available, the importer should file a complementary declaration. As an alternative, the importer should declare an open claim to the Swedish Customs arguing that the transaction value cannot be applied and, as a consequence thereof, explain in the customs value declaration why the applied customs value is correct. This thesis provides three recommendations concerning how to deal with the complications of customs valuation and transfer pricing. The first recommendation is that rules and recommendations surrounding transfer pricing and customs valuation should, to the extent possible, be harmonised. The second recommendation is that co-operation between the Swedish Tax Agency and the Swedish Customs must improve, for example through advance pricing arrangements for both transfer pricing and customs purposes, documentation requirements, and joint audits. The third recommendation is that related parties should take the same care and documentation approach for customs purposes as it does for transfer pricing. Importing companies should make a price review clause in their contract before the importation and present an incomplete customs declaration. This way, in case of adjustments, the related party is able to uphold an arm’s length standard on the price and has the possibility to use the preferred transaction value for customs purposes, if that is desirable.

With the rapid development of economy, Taiwan¡¦s enterprises become bigger and bigger. Hence, the huge business groups play an important role in business environment of Taiwan. However, enterprises collectivization usually causes earning management by cross-shareholding and the related party transaction between group enterprises. In addition, former research which discussing business groups did not include the factor of financial operating. Therefore, in order to confirm if the financial operating is the key factor of earning management, the study separates the total samples into ¡§active financial operating business groups¡¨ and ¡§inactive financial operating business groups¡¨ according to the relevant financial ratio. The period of research contains 2000~2009, and the total effective research tests are 570 copies. Finally, the study develops eight hypotheses in a basis of four kinds of common related party transactions in Taiwan and two kinds of financial operating business groups. The empirical results show that the percentage of disposal assets in active financial operating business groups and the percentage of purchase and sales in inactive financial operating business groups have positive impact on earning management. However, the rest hypotheses have no obvious significance. Therefore, the rest hypotheses will not established.

<p>The purpose of this master’s thesis is to examine and analyse how a transfer pricing adjustment is made and how related parties should handle price adjustments from a customs perspective in Sweden. The examination includes describing the valuation methods available for transfer pricing and customs valuation with regards to related parties. In addition, the differences in connection to the valuation are described and analysed.</p><p>Goods imported to Sweden must be cleared through customs: the importer presents a customs declaration to the Swedish Customs and pays customs duty. The customs duty is calculated using a customs value and customs valuation is the system that enables the importer to establish correct customs values on imported goods. Transfer pricing is the determination of prices on transactions taken place between companies belonging to the same group and has a direct effect on the income tax payable. There are six customs valuation methods that are hierarchically applied and six transfer pricing methods that are applied somewhat differently. There are similarities between the methods and most of the customs valuation methods have a corresponding transfer pricing method, or vice versa. Even if there are similarities, many factors make reconciliation of the methods difficult. Such factors are the different time for assessing the value and that the customs valuation methods are applied in a strictly hierarchical way with no possibility to choose the most suitable method.</p><p>Customs duties and transfer pricing both share the same valuation concept, although interpreted differently, being that the value shall be based on the price that the parties would arrive at under open market conditions. However, relevant values on the same transaction differ significantly due to trying to be in accordance with respective rules. The differences in expectations and the conflicting interests on the outcome of the valuation lead to problems in the tax field. As a conclusion, customs valuation and transfer pricing can undeniably be described as “the two opposing and necessary sides of the same ‘coin’, whose respective values unavoidably affect the whole balance of a system of closely connected valuation”.</p><p>In order for related parties to use the transaction value method, which is the superior customs valuation method, the price must not have been influenced due to their relationship. If one of two tests prescribed by law can prove that the relationship has not influenced the price, the related parties can use the transaction value method to establish the customs value. If the transaction value, for some reason cannot be used, the importer has to address other options on to how to establish the customs value.</p><p>The conclusion of this master’s thesis is that related parties should include a price review clause in their contract or pricing policy. The company should notify the Swedish Customs about the provisional price and make an incomplete customs declaration. When information enabling the calculation of the customs value is available, the importer should file a complementary declaration. As an alternative, the importer should declare an open claim to the Swedish Customs arguing that the transaction value cannot be applied and, as a consequence thereof, explain in the customs value declaration why the applied customs value is correct.</p><p>This thesis provides three recommendations concerning how to deal with the complications of customs valuation and transfer pricing. The first recommendation is that rules and recommendations surrounding transfer pricing and customs valuation should, to the extent possible, be harmonised. The second recommendation is that co-operation between the Swedish Tax Agency and the Swedish Customs must improve, for example through advance pricing arrangements for both transfer pricing and customs purposes, documentation requirements, and joint audits. The third recommendation is that related parties should take the same care and documentation approach for customs purposes as it does for transfer pricing. Importing companies should make a price review clause in their contract before the importation and present an incomplete customs declaration. This way, in case of adjustments, the related party is able to uphold an arm’s length standard on the price and has the possibility to use the preferred transaction value for customs purposes, if that is desirable.</p>

關係人交易因其特殊之交易性質，經常成為企業進行特殊交易安排之手段。隨著全球化及國際化的發展，企業的營運策略變得更加多元化，營運版圖、營業地點也擴及全球，關係企業間也可以透過關係人交易將所得移轉到低稅率地區，減少整體稅負。 本文以2002年到2013年之台灣上市公司非均衡追蹤資料 (Unbalanced panel data) 探討關係人交易或不同性質關係人交易對企業租稅規避程度的影響。實證結果指出進行較多關係人交易或較多複雜交易反而使企業租稅規避的程度降低，但進行關係人交易、(較多) 單純交易或複雜交易對企業租稅規避程度則無顯著影響。 本文也加入法人持股比率、獨立董事席次占董事會席次比率、董事長是否兼任總經理及是否委任大型會計師事務所等4種公司治理變數，檢驗公司治理結構是否會改變關係人交易及不同性質關係人交易對企業租稅規避程度的影響。實證結果顯示司治理結構並沒顯著改變進行 (較多) 關係人交易及進行 (較多) 不同性質關係人交易之企業的租稅規避程度。 / Related party transaction, with its special nature, has become a common source for firms to engage in many kinds of manipulation. With the trends of globalization and internationalization, business operating strategies have become more and more diversified, operating territory and operation location have also expanded all over the world. In order to reduce the overall tax payment, related parties can engage in income shifting from high-tax regions to low-tax regions through related party transactions. This study uses the data of the firms listed in Taiwan Stock Exchange from 2002 to 2013 to investigate whether engaging (more) in related party transaction or different kinds of related party transaction in nature influence corporation tax avoidance. The results indicate that firms engaging in more related party transactions and more complex transaction exhibit lower levels of tax avoidance, but engaging in related party transactions, simple transactions and complex transaction do not significantly influence the level of corporate tax avoidance. This study also uses four corporate governance variables- institutional ownership, the rate of independent directors in the board of directors, chairman as CEO, and big 5 accounting firms- to exams whether corporate government have impact on the relationship between related party transaction and corporate tax avoidance. The result shows that corporate governance does not significantly change the level of corporate tax avoidance of the firms engaging (more) in related party transaction or different kinds of related party transaction in nature.

This study examines empirically whether ownership structure and board composition, political costs and media agenda setting, and proprietary costs influenced the related-party disclosures of Chinese listed companies during 2001 to 2005. The results indicate that ownership concentration, foreign ownership, the proportion of independent directors, firm size, media attention and growth opportunities have significantly affected related-party disclosures in China.

This study examines empirically whether ownership structure and board composition, political costs and media agenda setting, and proprietary costs influenced the related-party disclosures of Chinese listed companies during 2001 to 2005. The results indicate that ownership concentration, foreign ownership, the proportion of independent directors, firm size, media attention and growth opportunities have significantly affected related-party disclosures in China.

近年國內企業發生財務報表不實的舞弊，大多先涉及虛偽銷貨，爾後再透過各種手法加以掩飾。過去學者的研究指出，當財務報表舞弊為虛偽交易類型時，會計師被告之機會較大。當受查者的交易型態變得複雜，會計師查核財務報表之外在不確定性增加，審計失敗的機會增加；會計師面臨的審計風險變高，會計師事務所之營業風險提高。 因此，本研究為降低會計師未來因虛偽銷貨而冒之法律風險而分析我國上市櫃公司虛偽銷貨舞弊之手法及警訊，俾助會計師得評估虛偽銷貨之風險，規劃可偵出虛偽銷貨之查核程序。 本研究透過個案分析及問卷調查，歸納出以下結論： 1.目前企業進行虛偽銷貨之手法，皆以關係人為銷貨對象，可能以同一批貨在關係人間買賣（如勁永），或以假冒之商品出貨（如博達），亦可能根本沒出貨，以虛假之發票及資金的流動製造銷貨之假象（如皇統）。 2.企業於舞弊期間之警訊，則以營業項目及融資項目之變化最為明顯。前者包含企業於舞弊期間銷貨予關係人之比率異常增加，或外銷比率或外銷地區經年改變，亦可能主要客戶及供應商交易情形（如銷貨金額占總銷貨淨額百分比）變化大；後者則包含公司規模小，卻發行ECB，且發行條件異常（如閉鎖期過短），或該公司於舞弊期間之海外存款之比率異常增加。 3.針對虛偽銷貨會計師查核程序之規劃，則應先辨認出關係人，再規劃辨認異常物流狀況之查核程序。 / In recent years, management fraud in financial statements has been occurred in Taiwan. These reporting frauds were often related to fictitious sales, and then covered the frauds in other ways. Prior studies examined that auditors have higher risk of litigation when the fraud type is fictitious transactions. Auditors are more likely to be sued when the financial statement frauds are of a common variety, and then higher risk of managing the firms. The main purpose of this study is to investigate the patterns of fraud schemes used by management to perpetrate and conceal fraud and finds out the proper audit procedure of fictitious sales to decline the risk of litigation. After a series case-by-case analysis and questionnaire investigation, it can be concluded as follows: 1.The patterns of fraud schemes in fictitious sales used by management are selling the inventories to related parties. For instance, managements may transact the same inventories between related parties(勁永), sell the fake products(博達), or they might create fake documents such as fake purchase orders, fake invoices and fake shipping documents to conceal fictitious sales(皇統). 2.The most common implication of financial statement fraud is operating and financing activities. The former includes the increasing rate of transaction between the management and related party or varieties of overseas sales and areas with sales aboard; the latter contains the small-sized-firms issued ECB with abnormal conditions, and abnormal increasing ratio of overseas deposit during the fraud. 3.The audit procedure of fictitious sales, we should find out the related parties, and then draw up the audit procedure of indentifying abnormal transaction.

關係人交易與公司績效之關係，在過去文獻上並未獲得絕對一致的結論，惟過去文獻並未考慮集團內進行關係人交易的公司，不同公司特徵所誘發進行關係人交易不同之交易動機。因此，本文利用Sharma et al.（1981）及 Le et al.（2006）之調節性多元迴歸分析方法（moderated multiple regression；MMR），考慮集團內個別公司不同特徵下之關係人交易與公司績效之關聯性。基於本文實證結果，發現在集團內不同公司特徵之關係人交易與公司績效的確有不同的關聯性，並且發現集團內具有以下三項特徵的公司，所進行的關係人交易有利公司績效，分別是：1.較高的董監持股 2.較高的機構投資人持股 3.較高的流動比率。而集團內具有以下六項特徵之公司，所進行的關係人交易不利公司績效，分別是：1. 經理人兼任的董監席次較多 2.金字塔股權結構 3.集團的核心公司 4.較高的負 債比 5.較高的長期負債比 6.較低的利息保障倍數。 / The relationship between related party transactions and company’s performance in the past literature has not reached absolutely unanimous conclusion, but the past literature has not considered the different characteristics of individual company in the group and different related party transactions’ motive induced by those characteristics. Therefore, moderated multiple regression（MMR）that adopted by Sharma et al.（1981） and Le et al.（2006）is employed in this study in order to discuss the relationship between the transactions made by individual company with different characteristics in the group and the individual company’s performance. According to the empirical results in this paper, there are indeed different relationships between the transactions made by individual company with different characteristics in the group and the individual company’s performance. On the one hand, the results indicate that there is a positive relationship between the related party transactions made by the individual company with the three characteristics in the group and the companies’ performance. The three characteristics are as follows: 1. higher board shareholdings. 2. higher institutional investors’ holdings. 3. higher the current ratio. On the other hand, the results show that there is a negative relationship between the related party transactions made by the individual company with the six characteristics in the group and the companies’ performance. The six characteristics are as follows: 1. managers as more seats in the board. 2. pyramidal ownership structure. 3. the core companies in the group. 4. higher the liabilities ratio. 5. higher the long-term liabilities ratio. 6. lower the time interest earned.

The goal of the submitted thesis "Audit of the annual report (comparison of the selected companies)" is to introduce the process of the audit of the annual report. I have compared the annual reports of selected companies because of the considerable differences between the annual reports prepared by the individual companies. At first I have analysed the each annual report of selected company in terms content and presentation and in the final part I have assessed gained knowledge.