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© 2007 PROSKAUER ROSE LLP® SARBANES-OXLEY ACT OF 2002 Presented by: Julie M. Allen firstname.lastname@example.org 212.969.3155
© 2007 PROSKAUER ROSE LLP ® 1 File Number and Name Sarbanes-Oxley Act Enacted July 30, 2002 Response to decline in public trust Corporate and accounting scandals—Enron, Tyco, Worldcom and others
© 2007 PROSKAUER ROSE LLP ® 2 File Number and Name New or enhanced standards — Public company boards and management — Public accounting firms
© 2007 PROSKAUER ROSE LLP ® 3 File Number and Name Administered by: — Securities and Exchange Commission — Stock exchanges — Public Company Accounting Oversight Board
© 2007 PROSKAUER ROSE LLP ® 4 File Number and Name Primary Focus of the Regulations Auditor Independence Corporate governance and responsibility Financial disclosure Internal controls
© 2007 PROSKAUER ROSE LLP ® 5 File Number and Name Auditor Independence Prohibition on non-audit services Preapproval of services by the audit committee Rotate lead auditing partner every five years Independence of auditing firm from issuer
© 2007 PROSKAUER ROSE LLP ® 6 File Number and Name Corporate Governance and Responsibility Independent Audit Committee Corporate whistleblowing Executive officer certification of periodic reports Disgorgement of bonus or incentive compensation in the event of restatement of financials Loans to executives prohibited
© 2007 PROSKAUER ROSE LLP ® 7 File Number and Name Enhanced Financial Disclosure Disclosure of off-balance sheet arrangements Trading by insiders to be reported within 2 business days Code of Ethics for senior financial officers Enhanced real-time disclosure of material events
© 2007 PROSKAUER ROSE LLP ® 8 File Number and Name Section 404—Internal Controls Internal control assessment by management and report Auditor attestation Most controversial aspect of SOX
1 Sarbanes-Oxley Overview. 2 Sarbanes-Oxley Act Summary The Sarbanes-Oxley Act of 2002 §201Prohibited Non-Audit Services §202Audit Committee Pre-Approval.
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Sarbanes-Oxley Act. 2 What Is It? Act passed by Congress in response to the recent and continuing corporate scandals. Signed into law July 30, Established.
Sarbanes Oxley Act. WHY? Public Company Accounting Reform and Investor Protection Act of 2002 Public Company Accounting Reform and Investor Protection.
Sarbanes Oxley Act. The Sarbanes Oxley Act consists of 11 Sections I – Public Company Accounting Oversight Board II – Auditor independence III – Corporate.
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Scandals (in the public and private sector) Enron Worldcom Livent Nortel HRDC Sponsorship Scandal.
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Sarbanes-Oxley Act of Benefits of Act Three quarters of the financial executives in the Oversight Systems survey said that their company had realized.
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