Sarbanes Oxley - 11 Points for Compliance
Sarbanes–Oxley contains 11 titles that describe specific mandates and requirements for financial reporting. Each title consists of several sections, summarised below.
1. Public Company Accounting Oversight Board (PCAOB)
Consists of nine sections and establishes the Public Company Accounting Oversight Board, to provide independent oversight of public accounting firms providing audit services ("auditors"). It also creates a central oversight board tasked with registering auditors, defining the specific processes and procedures for compliance audits, inspecting and policing conduct and quality control, and enforcing compliance with the specific mandates of SOX.
2. Auditor Independence
Consists of nine sections and establishes standards for external auditor independence, to limit conflicts of interest. It also addresses new auditor approval requirements, audit partner rotation, and auditor reporting requirements. It restricts auditing companies from providing non-audit services (e.g., consulting) for the same clients.
3. Corporate Responsibility
Cconsists of eight sections and mandates that senior executives take individual responsibility for the accuracy and completeness of corporate financial reports. It defines the interaction of external auditors and corporate audit committees, and specifies the responsibility of corporate officers for the accuracy and validity of corporate financial reports. It gives specific limits on the behaviors of corporate officers and forfeitures of benefits and civil penalties for non-compliance.
4. Enhanced Financial Disclosures
Consists of nine sections. It describes enhanced reporting requirements for financial transactions, including off-balance-sheet transactions, pro-forma figures and stock transactions of corporate officers. It requires internal controls for assuring the accuracy of financial reports and disclosures, and mandates both audits and reports on those controls. It also requires timely reporting of material changes in financial condition and enhanced reviews.
5. Analyst Conflicts of Interest
Consists of one section, which includes measures designed to help restore investor confidence in the reporting of securities analysts.
6. Commission Resources and Authority
Consists of four sections and defines practices to restore investor confidence in securities analysts. It also defines the SEC’s authority to censure or bar securities professionals from practice and defines conditions under which a person can be barred from practicing.
7. Studies and Reports
Consists of five sections and requires the Comptroller General and the SEC to perform various studies and report their findings.
8. Corporate and Criminal Fraud Accountability
Consists of seven sections and is also referred to as the “Corporate and Criminal Fraud Act of 2002”. It describes specific criminal penalties for manipulation, destruction or alteration of financial records or other interference with investigations, while providing certain protections for whistle-blowers.
9. White Collar Crime Penalty Enhancement
Consists of six sections. This section is also called the. This section increases the criminal penalties associated with white-collar crimes and conspiracies. It recommends stronger sentencing guidelines and specifically adds failure to certify corporate financial reports as a criminal offense.
10. Corporate Tax Returns
Consists of one section, and states that the Chief Executive Officer should sign the company tax return.
11. Corporate Fraud Accountability
Consists of seven sections. It identifies corporate fraud and records tampering as criminal offenses and joins those offenses to specific penalties. It also revises sentencing guidelines and strengthens their penalties.
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