Sarbanes-Oxley Act of 2002 (SOA / SOX / Sarbox) H.R. 3763
Public Company Accounting Reform and Investor Protection Act
Terms & Definitions
Original creation on 2/27/2004 – Revised:#4-3/6/2006
| On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of 2002. The Act-which applies in general to publicly held companies and their audit firms-dramatically affects the accounting profession and impacts not just the largest accounting firms, but any CPA actively working as an auditor of, or for, a publicly traded company. |
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Useful HyperLinks to WEBSITES for additional Information and Terms & Definitions
1.)
http://www.sarbanes-oxley.com - The Sarbanes-Oxley official web-site2.)
http://www.sarbanes-oxley-forum.com/ - enable the exchange and sharing of information3.)
http://www.soxtoolkit.com/ - The Sarbanes-Oxley Toolkit4.)
http://www.pcaob.com - Public Company Accounting Oversight Information5.)
http://www.sec.gov/ The United States Securities & Exchange Commission6.)
http://www.fasb.org - Financial Accounting Standards Board7.)
http://www.coso.org - Committee Of Sponsoring Organizations8.)
http://www.isaca.org - Information Systems Audit and Control Association9.)
http://www.isaca.org/Content/NavigationMenu/Members_and_Leaders/COBIT6/COBIT_Online/COBIT_Online.htm COBIT10.)
http://www.iso.org or http://www.iso.ch - International Standards Organization11.)
http://www.investopedia.com/dictionary/ - Over 4,000 Financial Terms & Definitions12.)
http://www.aicpa.org/about/index.htm - American Institute of Certified Public Accountants13.)
http://whatis.techtarget.com - Technology Terms & DefinitionsThe Big 4 Public Accounting Firms
1.)
http://www.ey.com - Ernst & Young Global Limited2.)
http://www.pwcglobal.com - PriceWaterhouseCoopers homepage3.)
http://www.kpmg.com - KMPG homepage4.)
http://www.deloitte.com - Deloitte & Touche LLP / Deloitte Touche Tohmatsu homepageSoftware Providers of Sarbanes-Oxley Products & Services
2.)
http://www.openpages.com/ - OpenPages, Inc.4.) http://www.paisleyconsulting.com/ - Paisley Consulting, Inc.
5.) http://www.businessobjects.com/ - SAP Business Objects
6.)
http://www.datamirror.com/ - IBM DataMirror7.)
http://www.zequel.com/ - Zequel Technologies, Inc.8.)
http://www.microsoft.com/office/solutions/accelerators/sarbanes/default.mspx - Microsoft Corporation
Examination of the financial reporting statements, processes and controls to produce those financial statements.
A committee of either internal and/or external members of a public reporting company established by the Issuer (a public company) to review, respond and become responsible for the auditing of a company’s financial reporting and auditing compliance.
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A 5-member committee appointed by the Commission, know as the Public Company Accounting Oversight Board established by the Commission [PCAOB of the SEC], to set the standards and rules to oversee the auditing of public companies according to the SOA/SOX.
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A Checklist of Internal Controls, Policies, Processes and Procedures could be summarized as follows:
Corporate, Senior Management and the Audit Committee must set the stage (the tone, the attitude, the style) for Corporate Governance and Compliance to the Law (It starts at the top)
Policy of the company’s over Internal Control environment
Establish a Steering Committee to direct, manage and report on the Internal Controls environment
Written Documentation of Policies, Processes and Procedures of the company’s overall Internal Controls environment
Employee awareness of Internal Controls environment; to include, auditing, compliance, Total Quality Management [TQM]; and, Six Sigma
Risk Assessment as a result of implementation of the Documented Internal Controls environment Policies, Processes and Procedures
Documentation and description of the Technology Systems (Hardware, Computers, Software, Applications, Databases, Networks, Telephony, Security)
Analysis of the operating effectiveness and efficiencies of the companies Policies, Processes and Procedures by management and individuals accountable for these functions
A reporting mechanism to identify the deficiencies discovered within the Internal Controls environment that are delivered to Management and the Audit Committee
A "Plan" to provide remediation of the shortcomings of the Policies, Processes and Procedures
Remediation of deficiencies and action plans to correct issues and problems
Prioritization of the Internal Controls deficiencies
Enabling Technology to achieve results
Monitoring and Reconciliation of the Internal Controls environment on an ongoing basis
Disclosure of the deficiencies, remediation and reporting mechanisms to management and the Audit Committee
Continue to change, develop innovation Policies, Processes and Procedures, and strive for adherence to corporate governance of the company’s financial reporting.
COSO – Committee Of Sponsoring Organizations
The COSO was part of the framework of the Treadway Commission. This Act includes various sectional provisions, issued by the SEC, that define the internal control requirements that companies must adhere to in irder to become SOA/SOX Compliant. COSO defines internal controls as: " a process, effected by an entity’s board of directors, management and other personnel, designed to provide reasonable assurance regarding the achievement of abjectives in the following categories:
Effectiveness and efficiency of operations;
Reliability of financial reporting; and,
Compliance with applicable laws and regulations.
Security and Exchanges Commission [SEC]. Enforces the Security and Exchange Act of 1934.
Compliance Steps of SOA/SOX - 5 steps to compliance
Planning Form – Select Software.
Scoping – What needs to be documented and is material to operations.
Documentation – Business Processes and Controls in place.
Gap analysis – Identify and the remediation of inadequate controls.
Implementation, evaluation and monitoring – Document, update and deliver results on controls to the audit committees and audit teams. Maintain and monitor on an on-going basis.
CRM – Customer Relationship Management
A buzzword that is not about technology, but more about a strategy to provide business solutions that benefit the customer by any entity that provides a product of service to their customers. CRM is a customer-centric business strategy that triggers changes in functional roles in the company that require new and innovative processes, delivered by solid technological systems and people. More than software, CRM provides the insight by a company to change and reengineer its operational business processes to provide the best service and products to the customer. Though the development of CRM is based on the foundation of Software, Hardware and Networks (pure technology solutions), CRM is brought on by the vision and commitment of management and staff.
Best practices of CRM never end; in fact, they are ongoing and continually changing the way a company provides services and products to the customer. In simplistic terms, following these points of effectiveness will develop the "best practices" of the organization:
Top Management must initiate and continually evaluate and innovate;
Employee compensation must be tied to the reinforce of great CRM;
People and cultural changes are a continuous process;
The lifecycle of the service, the product, the customer and the people evolves to deliver the best of practices by the organization;
Accept nothing less than 100% of involvement and buy-in;
Continuous training and support to the front-office and back-office; and,
Create and enhance systems and software to build "best practices" to your customers, vendors, employees and stakeholders.
The definition of Deficiencies and Weaknesses according to Auditing Standards are as follows:
Material Weakness – A reportable condition. One or multiple control elements does not reduce to a low level of risk that can materially affect the financial reporting. The process to determine the Material Weakness is a subjective process.
Significant Deficiency – A reportable condition. A deficiency that has been identified by the independent auditing area and must be brought to the attention of the Audit Committee. A Significant Deficiency is one where there is a lack of design, recording, process, procedure, and even security where an accurate reflection of the financial or even, non-financial data is in error.
Control Deficiency – Possibly a reportable condition. Indications of a design flaw, implementation issues or even operational defects. A Control Deficiency could adversely affect the reporting of financial data and non-financial data.
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Financial Accounting Standards Board – An organization whose mission is to establish and improve standards of financial accounting and reporting for the guidance and education of the public, including issuers, auditors, and users of financial information.
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Generally Accepted Accounting Principles - The common set of accounting principles, standards and procedures. GAAP is a combination of authoritative standards (set by policy boards) and the accepted ways of doing accounting.
A method, process or procedures to identify and deliver the remediation of risk and inadequate controls relating the SOA/SOX.
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Internal Controls, as defined by the COSO is a process that iseffected by the company’s Board of Directors, Senior Management, Management and other directed personnel that drives business success in 3 areas:
Effectiveness and efficiency of operations
Reliability of the Financial Reporting
Compliance and Corporate Governance with all Laws and Regulations
ISO (International Organization for Standardization)
A worldwide federation of national standards bodies. Best known for the 7-layer OSI Reference Model. The national standards body of the United States is ANSI. Visit www.iso.org or www.iso.ch for detailed information. Note that ISO is not an acronym, but a derivative of the Greek isos, meaning equal. ISO. A network of national standards institutes from 148 countries working in partnership with international organizations, governments, industry, business and consumer representatives. Also considered a bridge between public and private sectors that establish standards.
Defined in the SEC section 3 – a public reporting company. An Issuer falls into 2 categories for compliance deadlines - Public Reporting Issuers – Market Capitalizations of:
Under $75 million – Fiscal year ending on or after April 15, 2005. Revised as of 2/27/2004 Fiscal Year ending on or after July 15, 2005.
Over $75 million - Fiscal year ending on or after June 15, 2004. Revised as of 2/27/2004 Fiscal Year ending on or after November 15, 2004.
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Market capitalization is just a fancy name for a straightforward concept of the value of a public reporting company. Quite simply, it refers to the value of a company, that is, the market value of its outstanding shares. This figure is found by taking the stock price and multiplying it by the total number of shares outstanding. For example, if Cory's Tequila Corporation (CTC) was trading at $20 per share and had 1 million shares outstanding, then the market capitalization would be $20 million ($20 * 1 million shares). It's that simple. You often hear companies or different mutual funds being categorized as "small-cap," "mid-cap," or "large-cap." But what do these terms really mean? The "cap" is short for capitalization, which is a measure by which we can classify a company's size. Although the criteria for the different classifications are not strictly bound, it is important for investors to understand these terms, which are not only ubiquitous but also useful for gauging a company's size and riskiness. Typical definition of a company’s capitalization:
Small Cap = $300 million to $2 billion in market capitalization.
Mid Cap = $2 billion to $10 billion in market capitalization.
Large Cap = $10 billion to over $200 billion in market capitalization.
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Service supplied to the Issuer by the Auditing firm that are not related to the financial audit. All registered Public Accounting Firms can not supply Non-Audit Services that directly impact the financial audit, to include:
bookkeeping,
information systems design and implementation,
appraisals and valuation services,
actuarial services,
internal audits,
management and human resources services,
broker/dealer and investment banking services,
legal and expert services related to the financial audit, and
tax services.
- Publicly Traded Company (or for a Private Company too)
Chairman – Administers and oversees the Board of Directors
Board of Directors – Inside and Outside (mostly) executive-type individuals that oversee the company operations, functions and corporate governance
CEO – Chief Executive Officer – In charge of the day-to-day operations as a whole and directs and oversees Senior Management personnel
CFO – Chief Financial Officer – The primary person responsible for the Accounting and Financial Reporting of the companys revenue and expense
COO – Chief Operating Officer – The primary person responsible for the operations and functions of the business
CIO – Chief Information Officer – The primary person responsible for the information within the company; to include business applications, business and computer systems and general flow of data, reporting and information of the company
CTO – Chief technology Officer – The primary person responsible for technology (Computers, Hardware, Software, Applications, Networks and telephony) within a company
CAO – Chief Accounting Officer – Similar to the CFO, the primary person that ensures the Accounting and Financial Reporting is functioning and operating correctly
CIA – Chief of Internal Audit – The primary person in charge of the Internal Auditing of the company’s Policies, Processes and Procedures
CRO – Chief Risk Officer – The primary person responsible to review any and all risks that the company may have and to provide remediation of that risk
Senior and Executive Management – Persons responsible for areas of the business such as Marketing, Sales, Regional, Divisions, Markets and other areas of the business that require an executive-type person. These persons can maintain executive titles such as:
FVP – First Vice President
EVP - Executive Vice President
SVP – Senior Vice President
VP – Vice President
Senior Director or Director
Other titles that denotes executive leadership, responsibility and accountability
The number of shares that are currently owned by investors. This includes restricted shares (shares owned by the company's officers and insiders) and shares held by the public. Shares that the company has repurchased are not considered outstanding stock. Also known as Issued and Outstanding. Typical definition of a company’s capitalization:
Small Cap = $300 million to $2 billion in market capitalization.
Mid Cap = $2 billion to $10 billion in market capitalization.
Large Cap = $10 billion to over $200 billion in market capitalization.
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Use of Passwords is an absolute necessity in the security of computer systems and applications. Passwords should contain a variety of letters and numbers. There are many standards for the enforcement of Passwords. These are typically the guidelines a company should follow when enforcing good Password Policies:
Minimum of 6 Letters and Numbers;
Letters should contain a combination of uppercase and lowercase Letters;
Must be changed with a frequency of every 30 days;
Cannot use the last 5 previously entered Passwords;
After 3 unsuccessful attempts of entry of Passwords, the user account must be locked, allowing only the systems administrator to unlock and reset the password; and,
If entry of a Password is not initiated within a specified period of time (usually 30 seconds to1 minute), the user account should be locked out for a specific period of time (usually 5 minutes).
Within certain systems, the use of "Complex Passwords" is required and should be utilized throughout the Operating Systems Login process and in all Applications. An example of Complex Passwords are as follows:
DeterSet1
5FlaggeR
K1ll1tOn
Also, it is strongly advised not to use the names of family members, pet names or special interest hobbies or sports because a suspected friend or associate may be able to determine your Password.
Accounting principles imposed onto the financial audit the Public Accounting Firm; using GAAP and other quality control standards to test the record keeping and reporting of the financial statements of an Issuer.
Public Accounting Firm {Registered}
An entity, how ever classified as a company, that performs the auditing and reporting of the financial statements of an Issuer. IF Registered with the Board [PCAOB], they are able to conduct the audits legally under the law of the SOA. Registration was to be completed by 10/23/2003.
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Bylaws and rules that are submitted and approved by the Commission in accordance with the SOA.
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Sarbanes-Oxley Act of 2002 (SOA or SOX)
The Act, H.R. 3763, signed into Law by President George W. Bush on July 30, 2002 to provide protection to the investment community regarding the financial audit and reporting of public companies. The Act was introduced by Senator Paul S. Sarbanes (MD) and Congressman Michael G. Oxley (OH).
MKG has accumulated a variety of material and definitions regarding SOA/SOX. This definition, written by MKG, puts the details in perspective:
The Sarbanes-Oxley Act of July 2002 was passed by the United States Congress and President of United States due to the financial "fall-out" and corporate scandals of public companies such as Enron, Anderson, Qwest, Worldcom and other public reporting companies. The Executive Management, Board of Directors and Auditors of these companies were inadequate in the reporting of their financial condition; insomuch that certain aspects of the responsible and accountable parties were not reporting their correct financial position to the shareowners of the company (Shareholders, Investors, Customers and Employees). These public companies MUST:
Administer corporate responsibility, accountability and governance of their financial reporting;
Require that all of management is able to understand, certify and sign-off on the financial condition of the company;
Ensure responsibility and accountability from the Executive Management, the Board of Directors and the Financial Auditors;
Maintain the quality of their internal processes and procedures and internal control systems; to included computer systems and software;
Disclosure all information; good, bad or indifferent, regarding the accounting of their financial records and reports, to include the processes, procedures software and systems in place that provide this disclosure;
Retention of corporate financial records, documentation processes and procedures;
Enforce Security, Separation of Duties, Audit Trails, Documentation, Integration, Auditing, Recording and Tracking of all "systems" related units to ensure SOX compliance;
Information Technology must ensure the enterprise technology supports compliance;
According to the SOA/SOX, Sections 302, 404 and 906(a) require CEOs, CFOs, Auditors, and Company Committees to comply with the law; and,
IF they are not in compliance with the SOA/SOX, will be penalized significantly.
An acronym for Statement on Auditing Standard (SAS). An audit conducted in accordance with Statement on Auditing Standard (SAS) No. 70 is a highly specialized audit of the design and operational effectiveness of a service organization’s internal controls over processing transactions for user organizations. There are 2 types of SAS 70 auditing standard reports;
(a) Type I; and,
(b) Type II.
Service auditor reports vary in content based on whether the report is a Type I or Type II report. The following table outlines the sections included in each type of service auditor’s report.
|
Report Section |
Type I Report |
Type II Report |
|
Independent Service Auditor’s Report |
Included |
Included |
|
Service Organization’s Description of Controls |
Included |
Included |
|
Information Provided by the Service Auditor |
Not Included |
Included |
|
Other Information Provided by the Service
Organization |
Optional |
Optional |
It is important to note that the content of a service auditor’s opinion letter varies depending on the type of report. The following table outlines the differences between a Type I and Type II opinion letter.
|
Opinion Letter Content |
Type I Opinion |
Type II Opinion |
|
Whether the service organization’s description of its controls presents fairly, in all material respects, the relevant aspects of the service organization’s controls that had been placed in operation as of a specific date |
Included |
Included |
|
Whether the controls were suitably designed to achieve specified control objectives |
Included |
Included |
|
Whether the controls that were tested were operating with sufficient effectiveness to provide reasonable, but not absolute, assurance that the control objectives were achieved during the period specified |
Not Included |
Included |
This information was acquired from http://www.sas70solutions.com.
SEC – Security & Exchanges Commission
A United States Federal Agency whose primary mission [U.S. Securities and Exchange Commission (SEC or Commission)], is to protect investors and maintain the integrity of the securities markets. As more and more first-time investors turn to the markets to help secure their futures, pay for homes, and send children to college, these goals are more compelling than ever.
Many definitions of Security are:
As it pertains to the SEC Act of 1934, section 3(a).
As it pertains to systems and technology, could be physical security protection of the units/devices; or, as it pertains to software and logic units such as Security for Logins/Passwords.
As it pertains to the SEC Act of 1934, section 3(a)(47).
Statements of Financial Accounting Standards - The final product of most technical projects issued to FASB is a Statement of Financial Accounting Standards (SFAS). Like the Exposure Draft, the Statement sets forth the actual standards, the effective date and method of transition, background information, a brief summary of research done on the project and the basis for the Board’s conclusions, including the reasons for rejecting significant alternative solutions. It also identifies members of the Board voting for and against its issuance and includes reasons for any dissents.
From the Six Sigma website: Six Sigma at many organizations simply means a measure of quality that strives for near perfection. Six Sigma is a discipline, data-driven approach and methodology for eliminating defects (driving towards six standard deviations between the mean and the nearest specification limit) in any process – from manufacturing to transactional, and from product to service. Essentially, when Six Sigma methodology is employed in a business, several elements of the process must be performed, called the DMAIC sub-methodolgy:
Define
Measure
Analyze
Improve
Control
Another sub-methodology of Six Sigma that employs the improvement of a business product and service is DMADV:
Define
Measure
Analyze
Design
Verify
Acronyms for the Sarbanes-Oxley Act name – just easier to say, read and print in some cases.
There are several software products available to utilize that function as compliance software systems used in conjunction with the Sarbanes-Oxley Act. These software products, for the most part, supports companies' corporate governance activities by addressing the specifics of Sections 404 and 302 of the Sarbanes-Oxley Act, as well as ongoing modifications and additions proposed by the SEC and other regulatory organizations:
Movaris Inc.’s Certainty – Boise Cascade
OpenPages Inc.’s Sarbanes-Oxley Express – Volt Information Sciences, Inc.
Cartesis Inc.’s Magnitude financial reporting software - Viasys
SRC Software Inc.’s Budgeting product – The Rouse Company[Real Estate]
Microsoft’s Office Solution Accelerator is an add-on to Microsoft’s Windows SharePoint Services and InfoPath 2003
Paisely Consulting provides several software packages such as Risk Navigator, Focus Control Assurance, Auto Audit and Issue Track
Data Mirror offers products that can assist in the guidelines of compliance
Zequel Technologies, Inc.’s DynamicPolicy SOA Solution, policy management software.
Is the United States of America and territories and possessions that under the governing rule of the SOA/SOX.
or Systems
According to "whatis.com"; A system or systems is a collection of elements or components that are organized for a common purpose. The word sometimes describes the organization or plan itself (and is similar in meaning to method, as in "I have my own little system") and sometimes describes the parts in the system (as in "computer system").
A computer system consists of hardware components that have been carefully chosen so that they work well together and software components or programs that run in the computer. The main software component is itself an operating system that manages and provides services to other programs that can be run in the computer. A filing system is a group of files organized with a plan (for example, alphabetical by customer). All of nature and the universe can be said to be a system. We've coined a word, ecosystem, for the systems on Earth that affect life systems. The term can be very useful because so many things can be described as systems. It can also be very unuseful when a more specific term is needed.
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The popular name for the National Commission on Fraudulent Financial Reporting. This name was given to this organization, and is popular to the name because of the organizations first chairman, former SEC Commissioner James C. Treadway. The Commission has issued suggestions on the prevention of fraud and deceptive practices in area of financial reports and documentation. Also referred to as the COSO (Committee Of Sponsoring Organizations).
This Commission was setup in 1985 for the purpose of studying acts of fraud and neglect regarding financial reporting of publicly traded companies. Its purpose was to review, analyze, verify and provide suggested proposals because of an increase in fraud and deceptive practices among publicly traded companies. The Treadway Commission produced many suggestive actions for publicly traded companies to follow. Some of these are mentioned in the websites listed above by providing guidelines to publicly traded companies and their independent auditors, suggestions and recommendations to regulatory agencies, the SEC, and to the Universities, Colleges & Institutions that train in these areas that are directly involved in the auditing and preparing of financial reporting. The Treadway Commission is sponsored by:
AICPA - American Institute of Certified Public Accountants
FEI - Financial Executives Institute
IIA - Institute of Internal Auditors
IMA – Institute of Management Accountants
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A required reporting document by a publicly traded company that occurs 1 time per year at year end (the company’s fiscal year end). This is a requirement set forth in the SEC Act of 1934.
A required reporting document by a publicly traded company that occurs 3 times per year, considered part of a Quarterly filing of the company’s fiscal quarter (excluding the annual filing, that which is called the 10-K). This is a requirement set forth in the SEC Act of 1934.
101 thru 1107 - Titles & Sections Listings from the Sarbanes-Oxley Act
| Title | Section # | Section Name |
| I - Public Company Accounting Oversight Board | 101 | Establishment; Administrative Provisions |
| 102 | Registration with the Board | |
| 103 | Auditing, Quality Control and Independence Standards and Rules | |
| 104 | Inspections of Registered Public Accounting Firms | |
| 105 | Investigations and Disciplinary Proceedings | |
| 106 | Foreign Public Accounting Firms | |
| 107 | Commission Oversight of the Board | |
| 108 | Accounting Standards | |
| 109 | Funding | |
| II - Auditor Independence | 201 | Services Outside the Scope of Practice of Auditors |
| 202 | Pre-approval Requirements | |
| 203 | Audit Partner Rotation | |
| 204 | Auditor Reports to Audit Committees | |
| 205 | Conforming Amendments | |
| 206 | Conflicts of Interest | |
| 207 | Study of Mandatory Rotation of Registered Public Accounting Firms | |
| 208 | Commission Authority | |
| 209 | Considerations by Appropriate State Regulatory Authorities | |
| III- Corporate Responsibility | 301 | Public Company Audit Committees |
| 302 | Corporate Responsibility for Financial Reports | |
| 303 | Improper Influence on Conduct of Audits | |
| 304 | Forfeiture of Certain Bonuses and Profits | |
| 305 | Officer and Director Bars and Penalties | |
| 306 | Insider Trades during Pension Fund Blackout Periods | |
| 307 | Rules of Professional Responsibility for Attorneys | |
| 308 | Fair Funds for Investors | |
| IV- Enhanced Financial Disclosure | 401 | Disclosures in Periodic Reports |
| 402 | Enhanced Conflict of Interest Provisions | |
| 403 | Disclosures of Transactions Involving Management and Principal Stockholders | |
| 404 | Management Assessment of Internal Controls | |
| 405 | Exemption | |
| 406 | Code of Ethics for Senior Financial Officers | |
| 407 | Disclosure of Audit Committee Financial Expert | |
| 408 | Enhanced Review of Periodic Disclosures by Issuers | |
| 409 | Real-Time Issuer Disclosures | |
| V- Analyst Conflicts of Interest | 501 | Treatment of Security Analysts by Registered Securities Association and National Securities Exchanges |
| VI- Commission Resources and Authority | 601 | Authorizations of Appropriations |
| 602 | Appearance and Practice before the Commission | |
| 603 | Federal Court Authority to Impose Penny Stock Bars | |
| 604 | Qualifications of Associated Persons of Brokers and Dealers | |
| VII- Studies and Reports | 701 | GAO Study and Report Regarding Consolidation of Public Accounting Firms |
| 702 | Commission Study and Report Regarding Credit Rating Agencies | |
| 703 | Study and Report on Violators and Violations | |
| 704 | Study of Enforcement Actions | |
| 705 | Study of Investment Banks | |
| VIII- Corporate and Criminal Fraud Accountability | 801 | Short Title |
| 802 | Criminal Penalties for Altering Documents | |
| 803 | Debts Non-dischargeable if Incurred in Violation of Securities Fraud Law | |
| 804 | Statute of Limitations for Securities Fraud | |
| 805 | Review of Federal Sentencing Guidelines for Obstruction of Justice and Extensive Criminal Fraud | |
| 806 | Protection for Employees of Publicly Traded Companies who Provide Evidence of Fraud | |
| 807 | Criminal Penalties for Defrauding Shareholders of Publicly Traded Companies | |
| IX- White-Collar Crime Penalty Enhancements | 901 | Short Title |
| 902 | Attempts and Conspiracies to Commit Criminal Fraud Offences | |
| 903 | Criminal Penalties for Mail and Wire Fraud | |
| 904 | Criminal Penalties for Violations of the Employee Retirement Income Security Act of 1974 | |
| 905 | Amendment to Sentencing Guidelines Relating to Certain White-Collar Offenses | |
| 906 | Corporate responsibility for Financial Reports | |
| X- Corporate Tax Returns | 1001 | Sense of the Senate Regarding the Signing of Corporate Tax Returns by Chief Executive Officers |
| XI- Corporate Fraud and Accountability | 1101 | Short Title |
| 1102 | Tampering with a Record or Otherwise Impeding an Official Proceeding | |
| 1103 | Temporary Freeze Authority for the Securities and Exchange Commission | |
| 1104 | Amendment to the Federal Sentencing Guidelines | |
| 1105 | Authority of the Commission to Prohibit Persons from Serving as Officers or Directors | |
| 1106 | Increased Criminal Penalties under the Security Exchange Act of 1934 | |
| 1107 | Retaliation Against Informants |
The Quarterly and Annual Certification of Disclosure of the Internal Controls; to include Policies, Processes and Procedures. CEOs and CFOs must personally certify that they are responsible for the disclosure of the financial statements, internal controls and the documentation and processes that enforce those controls. This examination and certification must be accomplished each and every quarterly reporting of the financial 10-Q; 3 times per year; and, also at the end of the year when filing the 10-K.
The annual assessment of the Policies, Processes and Procedures and the Internal Controls for Financial reporting. This section requires an annual review of all internal controls and processes for the financial reporting period. The Independent Auditing company must review these financial and internal control procedures and processes and certify that they meet the letter of the law as it pertains to this Section.
SEC. 404. MANAGEMENT ASSESSMENT OF INTERNAL CONTROLS.
(a) RULES REQUIRED. - The Commission shall prescribe rules requiring each annual report required by section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)) to contain an internal control report, which shall-
(1) state the responsibility of management for establishing and maintaining an adequate internal control structure and procedures for financial reporting; and
(2) contain an assessment, as of the end of the most recent fiscal year of the issuer, of the effectiveness of the internal control structure and procedures of the issuer for financial reporting.
(b) INTERNAL CONTROL EVALUATION AND REPORTING. - With respect to internal control assessment required by subsection (a), each registered public accounting firm that prepares or issues the audit report for the issuer shall attest to, and report on, the assessment made by the management of the issuer. An attestation made under this subsection shall be made in accordance with standards for attestation engagements issued or adopted by the Board. Any such attestation shall not be subject of a separate engagement.
This section requires CEOs and CFOs to sign and certify the periodic reporting requires containing the financial reports. The certification states that the company is in compliance with ESC reporting rules and regulations and that these financial reports represent the true financial position of the company. Not complying with this section, and for that matter, any section that requires corporate governance carries stiff penalties of up to $5 million and imprisonment of up to 20 years.
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