Résumé (EN)

Despite recent discoveries of embezzlement and excessive risk taking in subsidiary companies of several large French corporations (Vivendi, France Telecom, ...), companies rarely question the quality of the relationship they have with their auditors. The objective of this research paper is to understand how the audit process and its result, the audit report, are accepted and validated by the shareholder representative, the board of directors. Auditing is defined as a socially-constructed practice and an institutionally-legitimatized activity. Whereas the audit process emerges from the embeddedness of the relationship between the managers’ team and the auditors’ team, the audit report builds its legitimacy by the institutionalization of the relationship between the board of directors and the auditors. The research questions the way the auditors manage their relationship with the board of directors. In this respect, the research question is put forward: what is the role of the relationship between the auditors and the board of directors in the acceptation process of the audit report? The research methodology consists of a qualitative approach, conducted on the companies listed to the CAC 40. The empirical study is based on 60 semi-structured interviews with auditors, financial directors and directors. A content analysis was conducted and managed in three times: an analysis interview by interview, a transversal thematic analysis in order to build a thematic dictionary, and finally an analysis by oppositions. The results of the interpretative process suggest that auditors formalize and institutionalize very strongly their relationship with the board of directors in order to generate trust. With this institutionalized trust, auditors not only legitimate their auditing activity but also make the financial risks of the audited company invisible. This second point means that the institutionalization of this relationship mitigates and disseminates the responsibilities. By the way, the directors are in a situation of dependence vis-à-vis a risk which they discover the existence afterwards. In this sense, the policy implications of these findings would not to increase in the number of independent directors but to require very well-informed and socially-embedded directors in the board.