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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-site

    2.) http://www.sarbanes-oxley-forum.com/ - enable the exchange and sharing of information

    3.) http://www.soxtoolkit.com/ - The Sarbanes-Oxley Toolkit

    4.) http://www.pcaob.com - Public Company Accounting Oversight Information

    5.) http://www.sec.gov/ The United States Securities & Exchange Commission

    6.) http://www.fasb.org - Financial Accounting Standards Board

    7.) http://www.coso.org - Committee Of Sponsoring Organizations

    8.) http://www.isaca.org - Information Systems Audit and Control Association

    9.) http://www.isaca.org/Content/NavigationMenu/Members_and_Leaders/COBIT6/COBIT_Online/COBIT_Online.htm COBIT

    10.) http://www.iso.org or http://www.iso.ch - International Standards Organization

    11.) http://www.investopedia.com/dictionary/ - Over 4,000 Financial Terms & Definitions

    12.) http://www.aicpa.org/about/index.htm - American Institute of Certified Public Accountants

    13.) http://whatis.techtarget.com - Technology Terms & Definitions

The Big 4 Public Accounting Firms

1.) http://www.ey.com - Ernst & Young Global Limited

2.) http://www.pwcglobal.com - PriceWaterhouseCoopers homepage

3.) http://www.kpmg.com - KMPG homepage

4.) http://www.deloitte.com - Deloitte & Touche LLP / Deloitte Touche Tohmatsu homepage

Software Providers of Sarbanes-Oxley Products & Services

1.) http://www.trintech.com/  - Trintech.

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 DataMirror

7.) http://www.zequel.com/ - Zequel Technologies, Inc.

8.) http://www.microsoft.com/office/solutions/accelerators/sarbanes/default.mspx - Microsoft Corporation


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Audit

Examination of the financial reporting statements, processes and controls to produce those financial statements.

 

Audit Committee

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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Board

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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Checklist – Internal Controls

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.

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    Commission

    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.

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    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.

     

     

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    Deficiencies and Weaknesses

    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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    FASB

    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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    GAAP

    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.

     

    Gap analysis

    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

    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.

     

    Issuer

    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

    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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    Non-Audit Services

    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.

     

     

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    Officers - 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

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    Outstanding Shares

    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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    Passwords

    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.

     

    Professional Standards

    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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    Rules of the Board

    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.

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    SAS 70

    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
    (a.k.a. The Auditor’s Opinion Letter)

    Included

    Included

    Service Organization’s Description of Controls

    Included

    Included

    Information Provided by the Service Auditor
    (i.e. Tests Applied to Assess the Operating Effectiveness of the Control Activities)

    Not Included

    Included

     Other Information Provided by the Service Organization
    (i.e. Management’s Response to Testing Exceptions, marketing materials, etc.)

    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.

     

    Security

    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.

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    Securities Law

    As it pertains to the SEC Act of 1934, section 3(a)(47).

     

    SFAS

    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.

     

    Six Sigma

    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

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    SOA or SOX or SarbOx

    Acronyms for the Sarbanes-Oxley Act name – just easier to say, read and print in some cases.

     

    Software for Compliance

    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.

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    State

    Is the United States of America and territories and possessions that under the governing rule of the SOA/SOX.

     

    System 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 Treadway Commission

    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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    10-K

    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.

     

    10-Q

    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

     

    302 - Section 302

    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.

     

    404 - Section 404

    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.

     

     

    906 – Section 906

    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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