Sarbanes-Oxley Act of 2002 (7/30)
Applicable to Publicly Held Companies
&
Their Audit Firms
Brief Summary
Oversight Board – 5 members; two CPA’s, three not
- Audit firms must register with Board, pay fees
- Issue standards - audit firms quality controls
- Empowered to inspect registered audit firms; can impose sanctions
- Can refer inspections to SEC, Dept. of Justice, state attorneys general, boards of accountancy, etc.
Audit Committee & Auditors Roles
- Auditor reports to Audit Committee
- Audit Committees preapprove audit and non-audit services
- Audit services prohibited include bookkeeping, IS design & implementation, internal audits, etc.
- Review partner rotated every 5 years
- Accounting firm cannot provide audit services if top official (CEO, CFO, etc.) employed by firm & worked on audit in previous year
Criminal Penalties
- Willfully fail to maintain audit workpapers for five years – felony; penalties up to 10 years
- Destroy documentation in federal or bankruptcy investigation – felony; penalties up to 20 years
- Securities fraud – statute of limitations for discovering fraud extended from 1 to 2 years from date of discovery; extended from 3 to 5 years after act.
- Ban personal loans to executives, etc.
Financial Reporting and Auditing Process
- Thorough 2nd partner review required
- Management assesses and make representations about effectiveness I/C’s
- Auditor to attest to assessment of I/C’s by management, etc.