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© 2007 PROSKAUER ROSE LLP® SARBANES-OXLEY ACT OF 2002 Presented by: Julie M. Allen
© 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
Building on Our Core Values Building on Our Core Values © 2003 by the AICPA The Sarbanes-Oxley Act.
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