1. Building on Our Core Values Building on Our Core Values © 2003 by the AICPA The Sarbanes-Oxley Act

2. Building on Our Core Values This presentation is intended for use in higher education for instructional purposes only, and is not for application in practice. Permission is granted to classroom instructors to photocopy this document for classroom teaching purposes only. All other rights are reserved. Copyright © 2003 by the American Institute of Certified Public Accountants, Inc., New York, New York.

3. Building on Our Core Values © 2003 by the AICPA The Year of thePerfect Storm Unethical Behavior Unethical Behavior Fraudulent Activity Fraudulent Activity Downturn in the Economy Downturn in the Economy Massive Business Failures Massive Business Failures Audit Failures Audit Failures Election Year Election Year Result: The most significant legislation affecting the accounting profession since 1934

4. Building on Our Core Values © 2003 by the AICPA Sarbanes-Oxley Act of 2002 Enacted July 30, 2002 (nine months after first announcement of Enron problems) Enacted July 30, 2002 (nine months after first announcement of Enron problems) Applicable to Issuers as defined in the SEC Act of 1934 (approximately15,000 public companies) Applicable to Issuers as defined in the SEC Act of 1934 (approximately15,000 public companies) – Companies required to file periodic reports with the SEC – Companies with more than $1,000,000 in total assets and at least 500 shareholders – Companies who have registered securities with the SEC – Companies that are in registration

5. Building on Our Core Values © 2003 by the AICPA Sarbanes-Oxley Act of 2002 Creates the Public Company Accounting Oversight Board or PCAOB, funded by accounting firms and registrants Creates the Public Company Accounting Oversight Board or PCAOB, funded by accounting firms and registrants Revises corporate governance standards Revises corporate governance standards Adds new disclosure requirements Adds new disclosure requirements Creates new federal crimes related to fraud Creates new federal crimes related to fraud Significantly increases criminal penalties for violations of the securities laws Significantly increases criminal penalties for violations of the securities laws

6. Building on Our Core Values © 2003 by the AICPA Public Company Accounting Oversight Board 5 members must be full-time and independent. Requires 2 CPAs (but only 2) to serve. 5 members must be full-time and independent. Requires 2 CPAs (but only 2) to serve. Responsible for: Responsible for: – Registering all auditors of public companies – Conducting inspections of and discipline of those auditors – Enforcing compliance with SEC Act of 1934 – Establishing and/or adopting auditing, quality control, ethics, independence, and other standards relating to the preparation of audit reports for issuers

7. Building on Our Core Values © 2003 by the AICPA Public Company Accounting Oversight Board Board Inspections and Reports Regarding Auditors: Board Inspections and Reports Regarding Auditors: – Requires PCAOB to inspect not less than once every 3 years all auditors of public companies – The inspection report becomes public information after completion of an appeal period, except that any deficiencies that were resolved within 12 months are confidential

8. Building on Our Core Values © 2003 by the AICPA Public Company Accounting Oversight Board Board Investigations and Discipline Board Investigations and Discipline – Requires PCAOB to investigate and discipline violations of the Act, Board rules, securities laws and professional standards – Requires disciplinary sanctions by the PCAOB to be reported to any appropriate State Regulatory Authority

9. Building on Our Core Values © 2003 by the AICPA Sarbanes-Oxley Act of 2002 Sarbanes-Oxley Act of 2002 Mandates that the PCAOB establish Auditing Standards to require: Mandates that the PCAOB establish Auditing Standards to require: – Workpaper retention for 5 and 7 years Knowing violations of the workpaper retention rules carry penalties of up to 10 years in prison Knowing violations of the workpaper retention rules carry penalties of up to 10 years in prison – CPA firms utilize a second-partner review and approval of audit reports – Testing of companies internal controls, including reporting of test results

10. Building on Our Core Values © 2003 by the AICPA Sarbanes-Oxley Act of 2002 Auditor Independence Auditor Independence – Prohibits accounting firms from performing certain non- audit services for audit clients Auditor Partner Rotation Auditor Partner Rotation – Requires audit partner and review partner rotation every 5 years Requires a 1-year cooling off period Requires a 1-year cooling off period – Audit firm cannot perform audit if CEO, CFO, controller, chief accounting officer, etc. was employed by and participated in the audit 1-year prior to the start of the audit

11. Building on Our Core Values © 2003 by the AICPA Sarbanes-Oxley Act of 2002 Corporate Governance Standards Corporate Governance Standards – Audit committees must approve all services to be provided by the accounting firm – Required communications between auditor and audit committee – Mandatory adoption of a code of ethics for senior financial officers – Requires CEO and CFO to certify financial reports

12. Building on Our Core Values © 2003 by the AICPA Sarbanes-Oxley Act of 2002 Corporate Governance Standards Corporate Governance Standards – Prohibits most director and officer loans from the company – New rules on director and officer trading of company stock (insider trading) – Requires attorney whistleblowing

13. Building on Our Core Values © 2003 by the AICPA Sarbanes-Oxley Act of 2002 Implementation Schedule Implementation Schedule – Various requirements of the Act take effect over an extended period from July 30, 2002, to January 2004. – During this time, the SEC and PCAOB will be issuing numerous rules and regulations A number of key SEC rules have completed their comment period as of the end of January and are now final. A number of key SEC rules have completed their comment period as of the end of January and are now final. Several others are currently exposed for public comment Several others are currently exposed for public comment Numerous studies mandated by the Act to be completed by the GAO during this time Numerous studies mandated by the Act to be completed by the GAO during this time Once fully operational, the PCAOB will put its stamp on the implementation of the law. Once fully operational, the PCAOB will put its stamp on the implementation of the law.

14. Building on Our Core Values © 2003 by the AICPA SEC Proposals and AICPA Comment Letters During the past few months, the SEC issued proposals on many of the SOA provisions. During the past few months, the SEC issued proposals on many of the SOA provisions. The AICPA reviewed all proposals to date and prepared comment letters on each, with special emphasis on protection of the public interest, as well as concerns of smaller firms. The AICPA reviewed all proposals to date and prepared comment letters on each, with special emphasis on protection of the public interest, as well as concerns of smaller firms. Comment letters posted to Sarbanes-Oxley Act/ PCAOB Implementation Central on AICPA.org: Comment letters posted to Sarbanes-Oxley Act/ PCAOB Implementation Central on AICPA.org: – http://www.aicpa.org/sarbanes/index.asp http://www.aicpa.org/sarbanes/index.asp

15. Building on Our Core Values © 2003 by the AICPA Implications of Sarbanes-Oxley for Profession Potential for loss of audit standard setting for public company audits Potential for loss of audit standard setting for public company audits Changing role for SECPS Changing role for SECPS Disciplinary tie-in to the inspection process Disciplinary tie-in to the inspection process Inspections/peer review coverage of nonpublic companies Inspections/peer review coverage of nonpublic companies International compliance issues International compliance issues

16. Building on Our Core Values © 2003 by the AICPA Implications for Profession Potential for limitations on other non-audit services Potential for limitations on other non-audit services New relationship with audit committees and management New relationship with audit committees and management Further consolidation of public audits Further consolidation of public audits Cascade to non-public audits Cascade to non-public audits