1. PowerPoint Authors: Susan Coomer Galbreath, Ph.D., CPA Charles W. Caldwell, D.B.A., CMA Jon A. Booker, Ph.D., CPA, CIA Cynthia J. Rooney, Ph.D., CPA Copyright © 2012 by The McGraw-Hill Companies, Inc. All rights reserved. Corporate Governance Appendix 1A

2. 1A-2 Corporate Governance The system by which a company is directed and controlled. Board of Directors Top Management Stockholders To pursue objectives of Incentives and monitoring for

3. 1A-3 The Sarbanes-Oxley Act of 2002 The Sarbanes-Oxley Act of 2002 was intended to protect the interests of those who invest in publicly traded companies by improving the reliability and accuracy of corporate financial reports and disclosures. Six key aspects of the legislation include:  The Act requires both the CEO and CFO to certify in writing that their company’s financial statements and disclosures fairly represent the results of operations.  The Act establishes the Public Company Accounting Oversight Board to provide additional oversight of the audit profession.  The Act places the power to hire, compensate, and terminate public accounting firms in the hands of the audit committee.  The Act places restrictions on audit firms, such as prohibiting public accounting firms from providing a variety of non-audit services to an audit client. The Sarbanes-Oxley Act of 2002 was intended to protect the interests of those who invest in publicly traded companies by improving the reliability and accuracy of corporate financial reports and disclosures. Six key aspects of the legislation include:  The Act requires both the CEO and CFO to certify in writing that their company’s financial statements and disclosures fairly represent the results of operations.  The Act establishes the Public Company Accounting Oversight Board to provide additional oversight of the audit profession.  The Act places the power to hire, compensate, and terminate public accounting firms in the hands of the audit committee.  The Act places restrictions on audit firms, such as prohibiting public accounting firms from providing a variety of non-audit services to an audit client.

4. 1A-4 The Sarbanes-Oxley Act of 2002 (continued)  The Act requires a public company’s independent auditor to issue an opinion on the effectiveness of the company’s internal control over financial reporting to accompany management’s assessment, and both are included in the company’s annual report. ‘The Act establishes severe penalties for certain behaviors, such as: Up to 20 years in prison for altering or destroying any documents that may eventually be used in an official proceeding. Up to 10 years in prison for retaliating against a “whistle blower.” (continued)  The Act requires a public company’s independent auditor to issue an opinion on the effectiveness of the company’s internal control over financial reporting to accompany management’s assessment, and both are included in the company’s annual report. ‘The Act establishes severe penalties for certain behaviors, such as: Up to 20 years in prison for altering or destroying any documents that may eventually be used in an official proceeding. Up to 10 years in prison for retaliating against a “whistle blower.”

5. 1A-5 Internal Control Internal control is a process designed to provide reasonable assurance that objectives are being achieved. Preventive Controls Prevents or deters undesirable events Detective Controls Detects undesirable events

6. 1A-6 Internal Control Type of Internal Controls for Financial Reporting Type of ControlClassificationDescription AuthorizationsPreventiveRequiring management to formally approve certain types of transactions. ReconciliationsDetectiveRelating data sets to one another to identify and resolve discrepancies. Segregation ofPreventiveSeparating responsibilities related to authorizing Dutiestransactions, recording transactions, and maintaining custody of the related assets.

7. 1A-7 Internal Control Type of Internal Controls for Financial Reporting Type of ControlClassificationDescription Physical PreventiveUsing cameras, locks, and physical barriers to Safeguardsprotect assets.. PerformanceDetectiveComparing actual performance to various Reviewsbenchmarks to identify unexpected results. MaintainingDetectiveMaintaining written and/or electronic evidence to Recordssupport transactions. InformationPreventive/Using controls such as passwords and access SystemsDetectivelogs to ensure appropriate data restrictions. Security

8. 1A-8 Internal Control Internal controls cannot guarantee that objectives are achieved because: ▫ Even well-designed internal control systems can break down. ▫ Two employees may collude to circumvent the control system. ▫ Senior leaders may manipulate financial results by intentionally overriding prescribed policies and procedures. Internal controls cannot guarantee that objectives are achieved because: ▫ Even well-designed internal control systems can break down. ▫ Two employees may collude to circumvent the control system. ▫ Senior leaders may manipulate financial results by intentionally overriding prescribed policies and procedures.

9. 1A-9 End of Chapter 1A