The Sarbanes-Oxley Act
Overview and Implementation Procedures
- Michael Holt, Senior Technical and Business Documentation specialist, Victoria, BC, Canada
The Sarbanes-Oxley Act is a mandatory requirement for all corporations listed in the US. Compliance is not an option. View full description
This book is written as a “working manual” for the senior management to grasp the Act and its implications. It provides a section by section overview of the Act and the appropriate action to take in each case. The companion website accompanying the book provides Certification templates, a “What to do” and “Check” List and a description of the COSO Framework - the most popular Internal Control System framework.
There is coverage of how UK companies listed in, or doing business with America also have to comply with the Sarbanes-Oxley Act. A description of the UK version of SOX is also included.
The Appendix describes the (minor) variations for Canadian listed corporations based on Ontario Securities Commission and British Columbia Securities Commission rules.
CFOs (Chief Financial Officers); CIO (Chief Information Officers); Senior Management (Management Accountants) and Boards of small to medium sized corporations (and emerging companies anticipating an IPO or acquisition/merger in the future) both in North America and the UK/Europe.
- Published: October 2005
- Imprint: CIMA PUBLISHING
- ISBN: 978-0-7506-6823-1
"Michael Holt has created an incredibly useful toolkit for understanding the basics of the Sarbanes-Oxley Act. It's especially attuned to the needs of non-financial experts who must grasp the fundamentals and key issues. A must-read for decision-makers." - Rick Telberg, principal, Bay Street Group LLC, analysts and advisors to the accounting industry "...a 'working manual' that leads you through the act section by section, with the appropriate actions to take for each. It also includes checklists and a section on the COSO Framework, as well as details on the ramifications SOX has for Canadian and UK firms. As if that weren't enough, it comes with a CD containing templates of all the forms in the book, and a PowerPoint presentation of compliance requirements." - Accounting Today
Table of ContentsTITLE I—PUBLIC COMPANY ACCOUNTING OVERSIGHT BOARD SEC. 101. ESTABLISHMENT; ADMINISTRATIVE PROVISIONS. SEC. 102. REGISTRATION WITH THE BOARD. SEC. 103. AUDITING, QUALITY CONTROL, AND INDEPENDENCE STANDARDS AND RULES.SEC. 104. INSPECTIONS OF REGISTERED PUBLIC ACCOUNTING FIRMS. SEC. 105. INVESTIGATIONS AND DISCIPLINARY PROCEEDINGS. SEC. 106. FOREIGN PUBLIC ACCOUNTING FIRMS. SEC. 107. COMMISSION OVERSIGHT OF THE BOARD. SEC. 108. ACCOUNTING STANDARDS. SEC. 109. FUNDING. TITLE II—AUDITOR INDEPENDENCE SEC. 201. SERVICES OUTSIDE THE SCOPE OF PRACTICE OF AUDITORS. SEC. 202. PRE-APPROVAL REQUIREMENTS. SEC. 203. AUDIT PARTNER ROTATION. SEC. 204. AUDITOR REPORTS TO AUDIT COMMITTEES. SEC. 205. CONFORMING AMENDMENTS. SEC. 206. CONFLICTS OF INTEREST. SEC. 207. STUDY OF MANDATORY ROTATION OF REGISTERED PUBLIC ACCOUNTINGFIRMS. SEC. 208. COMMISSION AUTHORITY. SEC. 209. CONSIDERATIONS BY APPROPRIATE STATE REGULATORY AUTHORITIES. TITLE III—CORPORATE RESPONSIBILITY SEC. 301. PUBLIC COMPANY AUDIT COMMITTEES. SEC. 302. CORPORATE RESPONSIBILITY FOR FINANCIAL REPORTS. SEC. 303. IMPROPER INFLUENCE ON CONDUCT OF AUDITS. SEC. 304. FORFEITURE OF CERTAIN BONUSES AND PROFITS. SEC. 305. OFFICER AND DIRECTOR BARS AND PENALTIES. SEC. 306. INSIDER TRADES DURING PENSION FUND BLACKOUT PERIODS. SEC. 307. RULES OF PROFESSIONAL RESPONSIBILITY FOR ATTORNEYS. SEC. 308. FAIR FUNDS FOR INVESTORS. TITLE IV—ENHANCED FINANCIAL DISCLOSURES SEC. 401. DISCLOSURES IN PERIODIC REPORTS. SEC. 402. ENHANCED CONFLICT OF INTEREST PROVISIONS. SEC. 403. DISCLOSURES OF TRANSACTIONS INVOLVING MANAGEMENT AND PRINCIPALSTOCKHOLDERS. SEC. 404. MANAGEMENT ASSESSMENT OF INTERNAL CONTROLS. SEC. 405. EXEMPTION. SEC. 406. CODE OF ETHICS FOR SENIOR FINANCIAL OFFICERS. SEC. 407. DISCLOSURE OF AUDIT COMMITTEE FINANCIAL EXPERT. SEC. 408. ENHANCED REVIEW OF PERIODIC DISCLOSURES BY ISSUERS. SEC. 409. REAL TIME ISSUER DISCLOSURES. TITLE V—ANALYST CONFLICTS OF INTEREST SEC. 501. TREATMENT OF SECURITIES ANALYSTS BY REGISTERED SECURITIESASSOCIATIONS AND NATIONAL SECURITIES EXCHANGES. TITLE VI—COMMISSION RESOURCES AND AUTHORITY SEC. 601. AUTHORIZATION OF APPROPRIATIONS. SEC. 602. APPEARANCE AND PRACTICE BEFORE THE COMMISSION. SEC. 603. FEDERAL COURT AUTHORITY TO IMPOSE PENNY STOCK BARS. SEC. 604. QUALIFICATIONS OF ASSOCIATED PERSONS OF BROKERS AND DEALERS. TITLE VII—STUDIES AND REPORTS SEC. 701. GAO STUDY AND REPORT REGARDING CONSOLIDATION OF PUBLICACCOUNTING FIRMS. SEC. 702. COMMISSION STUDY AND REPORT REGARDING CREDIT RATING AGENCIES. SEC. 703. STUDY AND REPORT ON VIOLATORS AND VIOLATIONS SEC. 704. STUDY OF ENFORCEMENT ACTIONS. SEC. 705. STUDY OF INVESTMENT BANKS. TITLE VIII—CORPORATE AND CRIMINAL FRAUD ACCOUNTABILITY SEC. 801. SHORT TITLE. SEC. 802. CRIMINAL PENALTIES FOR ALTERING DOCUMENTS. SEC. 803. DEBTS NONDISCHARGEABLE IF INCURRED IN VIOLATION OF SECURITIESFRAUD LAWS. SEC. 804. STATUTE OF LIMITATIONS FOR SECURITIES FRAUD. SEC. 805. REVIEW OF FEDERAL SENTENCING GUIDELINES FOR OBSTRUCTION OFJUSTICE AND EXTENSIVE CRIMINAL FRAUD. SEC. 806. PROTECTION FOR EMPLOYEES OF PUBLICLY TRADED COMPANIES WHOPROVIDE EVIDENCE OF FRAUD. SEC. 807. CRIMINAL PENALTIES FOR DEFRAUDING SHAREHOLDERS OF PUBLICLYTRADED COMPANIES. TITLE IX—WHITE-COLLAR CRIME PENALTY ENHANCEMENTS SEC. 901. SHORT TITLE. SEC. 902. ATTEMPTS AND CONSPIRACIES TO COMMIT CRIMINAL FRAUD OFFENSES. SEC. 903. CRIMINAL PENALTIES FOR MAIL AND WIRE FRAUD. SEC. 904. CRIMINAL PENALTIES FOR VIOLATIONS OF THE EMPLOYEE RETIREMENTINCOME SECURITY ACT OF 1974. SEC. 905. AMENDMENT TO SENTENCING GUIDELINES RELATING TO CERTAINWHITE-COLLAR OFFENSES. SEC. 906. CORPORATE RESPONSIBILITY FOR FINANCIAL REPORTS. TITLE X—CORPORATE TAX RETURNS SEC. 1001. SENSE OF THE SENATE REGARDING THE SIGNING OF CORPORATE TAXRETURNS BY CHIEF EXECUTIVE OFFICERS. TITLE XI—CORPORATE FRAUD AND ACCOUNTABILITY SEC. 1101. SHORT TITLE. SEC. 1102. TAMPERING WITH A RECORD OR OTHERWISE IMPEDING AN OFFICIALPROCEEDING. SEC. 1103. TEMPORARY FREEZE AUTHORITY FOR THE SECURITIES AND EXCHANGECOMMISSION. SEC. 1104. AMENDMENT TO THE FEDERAL SENTENCING GUIDELINES. SEC. 1105. AUTHORITY OF THE COMMISSION TO PROHIBIT PERSONS FROM SERVING ASOFFICERS OR DIRECTORS. SEC. 1106. INCREASED CRIMINAL PENALTIES UNDER SECURITIES EXCHANGE ACT OF1934. SEC. 1107. RETALIATION AGAINST INFORMANTS. APPENDIX A: SEC ACT 10A APPENDIX B: CODE OF ETHICS APPENDIX C: OVERVIEW OF INTERNAL CONTROL SYSTEM A FRAMEWORK FOR ENTERPRISE RISK MANAGEMENT INTERNAL CONTROL: A DEFINITION. THE STRUCTURE: DISCUSSION OF THE COMPONENTS. TYPICAL INTERNAL CONTROL DATA FLOW CHART APPENDIX D – FINAL RULES CERTIFICATION FORM APPENDIX E – COMPLIANCE REVIEW WHAT DO I HAVE TO DO? CHECK LIST APPENDIX F – REPORT & CERTIFICATION TEMPLATES DISCLOSURE CERTIFICATION DISCLOSURE INTERNAL CONTROL REPORT