COSO framework

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COSO framework

Also called COSO Internal Control – Integrated Framework, COSO 2013

Definition

The COSO framework is a model for designing, running and assessing internal control, published by the Committee of Sponsoring Organizations of the Treadway Commission. It sets out five components and 17 principles. Public companies use it to test internal control over financial reporting, and many firms apply it to operations and compliance too.

CONTROL ENVIRONMENTRISK ASSESSMENTCONTROL ACTIVITIESINFORMATION
Fig. 1 · COSO framework
SEC Rule 13a-15(c) · UK Corporate Governance Code 2024, Provision 29
Key rulesSEC Rule 13a-15(c) · UK Corporate Governance Code 2024, Provision 29
Applies toUS-listed companies filing annual reports with the SEC
RegionsGlobal · UK · US
01

How it works

The 2013 Internal Control – Integrated Framework, which replaced the 1992 original, has five components: control environment, risk assessment, control activities, information and communication, and monitoring activities. Under them sit 17 principles, such as board oversight, fraud risk assessment and evaluating deficiencies. A system of internal control is effective only when every component and relevant principle is present, functioning and operating together.

Firms map their key controls to the principles, document how each one works and test it during the year. Gaps are rated as deficiencies, significant deficiencies or material weaknesses and tracked to remediation. COSO also publishes a separate enterprise risk management framework, updated in 2017, which links risk to strategy and performance. Many banks use both, with the internal control framework as the base for audit and attestation work.

Step 1Set the scopeChoose the objectives, entities and processes in scope.
Step 2Assess riskIdentify what could stop each objective being met, including fraud.
Step 3Map controlsLink key controls to the five components and 17 principles.
Step 4TestCheck that controls are designed well and operate as intended.
Step 5Report and fixRate deficiencies, report them and track remediation.
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The rules

US · 5 June 2003SEC Rule 13a-15(c)Exchange Act Rule 13a-15(c), adopted in SEC Release 33-8238 implementing Sarbanes-Oxley Act section 404

Requires management to evaluate internal control over financial reporting using a suitable, recognised control framework set by a body that followed due process. COSO is the framework most issuers use.

US-listed companies filing annual reports with the SEC
UK · Financial years beginning on or after 1 January 2026UK Corporate Governance Code 2024, Provision 29UK Corporate Governance Code 2024, Provision 29 on risk management and internal control

Requires the board to monitor the risk management and internal control framework and to declare whether material controls were effective at the balance sheet date.

Companies with a UK listing of equity shares, on a comply or explain basis
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Common questions

Is the COSO framework a legal requirement?

No law names COSO. US rules require a suitable, recognised framework for internal control over financial reporting, and COSO is the one most companies choose. Regulators and auditors in many countries treat it as the reference model.

What are the five COSO components?

Control environment, risk assessment, control activities, information and communication, and monitoring activities. Each component has principles beneath it, 17 in total, and all must be present and functioning together.

What is the difference between COSO internal control and COSO ERM?

The internal control framework covers how controls are designed and tested to meet objectives. The ERM framework is broader and covers how risk is weighed in strategy, performance and decision making across the whole organisation.