关键词: 内部控制,公司治理,监管,欧盟,美国

Abstract: The internal control has its origin in the field of accounting and auditing, then it begins to sublimate in the field of corporate governance. It has become an international consensus to require an internal control on the traditional field with legal means. However, there exist different practices and disputes on how to require internal control over corporate governance with legal means. In addition to the FCPA, SOX and other laws, the American Model Business Corporation Act, the Federal Sentencing Guidelines, and so on also refer to the internal control, and there is a trend of internal control demand expanding from traditional areas to the area of ??corporate governance; the EU member states have their requirements on the internal control of corporate governance mainly through the Code of Corporate Governance rather than laws, but the EU Directives with legal effects have requirements on the internal control in different areas. China should learn from the experiences of Europe and America, when revising the relevant laws, the internal control requirements for different areas should be embedded in the relevant laws, so as to ensure the mutual coordination and support between different laws, at the same time, avoiding the embarrassment of lacking of legal basis to exercise internal control specifications.

Key words: internal control; corporate governance; supervision; the European Union; the United States