The Sarbanes-Oxley Act
Overview and Implementation Procedures
- 1st Edition - November 30, 2005
- Author: Michael F. Holt
- Language: English
- Paperback ISBN:9 7 8 - 0 - 7 5 0 6 - 6 8 2 3 - 1
- eBook ISBN:9 7 8 - 0 - 0 8 - 0 4 6 0 8 4 - 0
The Sarbanes-Oxley Act is a mandatory requirement for all corporations listed in the US. Compliance is not an option. This book is written as a “working manual” for the senior ma… Read more
The Sarbanes-Oxley Act is a mandatory requirement for all corporations listed in the US. Compliance is not an option.
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.
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.
- A simple explanation of the Sarbanes-Oxley Act for senior management looking for a no-nonsense guide
- Provides a systematic procedure for compliance
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
TITLE 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 ACCOUNTING
FIRMS.
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 PRINCIPAL
STOCKHOLDERS.
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 SECURITIES
ASSOCIATIONS 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 PUBLIC
ACCOUNTING 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 SECURITIES
FRAUD LAWS.
SEC. 804. STATUTE OF LIMITATIONS FOR SECURITIES FRAUD.
SEC. 805. REVIEW OF FEDERAL SENTENCING GUIDELINES FOR OBSTRUCTION OF
JUSTICE AND EXTENSIVE CRIMINAL FRAUD.
SEC. 806. PROTECTION FOR EMPLOYEES OF PUBLICLY TRADED COMPANIES WHO
PROVIDE EVIDENCE OF FRAUD.
SEC. 807. CRIMINAL PENALTIES FOR DEFRAUDING SHAREHOLDERS OF PUBLICLY
TRADED 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 RETIREMENT
INCOME SECURITY ACT OF 1974.
SEC. 905. AMENDMENT TO SENTENCING GUIDELINES RELATING TO CERTAIN
WHITE-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 TAX
RETURNS BY CHIEF EXECUTIVE OFFICERS.
TITLE XI—CORPORATE FRAUD AND ACCOUNTABILITY
SEC. 1101. SHORT TITLE.
SEC. 1102. TAMPERING WITH A RECORD OR OTHERWISE IMPEDING AN OFFICIAL
PROCEEDING.
SEC. 1103. TEMPORARY FREEZE AUTHORITY FOR THE SECURITIES AND EXCHANGE
COMMISSION.
SEC. 1104. AMENDMENT TO THE FEDERAL SENTENCING GUIDELINES.
SEC. 1105. AUTHORITY OF THE COMMISSION TO PROHIBIT PERSONS FROM SERVING AS
OFFICERS OR DIRECTORS.
SEC. 1106. INCREASED CRIMINAL PENALTIES UNDER SECURITIES EXCHANGE ACT OF
1934.
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
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 ACCOUNTING
FIRMS.
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 PRINCIPAL
STOCKHOLDERS.
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 SECURITIES
ASSOCIATIONS 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 PUBLIC
ACCOUNTING 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 SECURITIES
FRAUD LAWS.
SEC. 804. STATUTE OF LIMITATIONS FOR SECURITIES FRAUD.
SEC. 805. REVIEW OF FEDERAL SENTENCING GUIDELINES FOR OBSTRUCTION OF
JUSTICE AND EXTENSIVE CRIMINAL FRAUD.
SEC. 806. PROTECTION FOR EMPLOYEES OF PUBLICLY TRADED COMPANIES WHO
PROVIDE EVIDENCE OF FRAUD.
SEC. 807. CRIMINAL PENALTIES FOR DEFRAUDING SHAREHOLDERS OF PUBLICLY
TRADED 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 RETIREMENT
INCOME SECURITY ACT OF 1974.
SEC. 905. AMENDMENT TO SENTENCING GUIDELINES RELATING TO CERTAIN
WHITE-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 TAX
RETURNS BY CHIEF EXECUTIVE OFFICERS.
TITLE XI—CORPORATE FRAUD AND ACCOUNTABILITY
SEC. 1101. SHORT TITLE.
SEC. 1102. TAMPERING WITH A RECORD OR OTHERWISE IMPEDING AN OFFICIAL
PROCEEDING.
SEC. 1103. TEMPORARY FREEZE AUTHORITY FOR THE SECURITIES AND EXCHANGE
COMMISSION.
SEC. 1104. AMENDMENT TO THE FEDERAL SENTENCING GUIDELINES.
SEC. 1105. AUTHORITY OF THE COMMISSION TO PROHIBIT PERSONS FROM SERVING AS
OFFICERS OR DIRECTORS.
SEC. 1106. INCREASED CRIMINAL PENALTIES UNDER SECURITIES EXCHANGE ACT OF
1934.
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
- Edition: 1
- Published: November 30, 2005
- Language: English
MH
Michael F. Holt
Michael F. Holt is a Senior Technical and Business Documentation specialist with over thirty years experience. Mike's specialty lies in his ability to take complex and specialized concepts, documents and proposals, and present them in a clear, attractive and easily understood manner.
Affiliations and expertise
Senior Technical and Business Documentation specialist, Victoria, BC, Canada