BEC 1 Flashcards
Title III of the Sarbanes-Oxley Act, “Corporate Responsibility,” includes the following sections pertaining to financial reporting:
Section 301: Public Company Audit Committee
Section 302: Corporate Responsibility for Financial Reports
Section 303: Improper Influence on Conduct of Audits
Section 304: Forfeiture of Certain Bonuses and Profits
Section 301 of the Sarbanes-Oxley Act defines the responsibilities of the audit committee of an issuer as including:
- Appointment of the auditor.
- Compensation of the auditor.
- Oversight of the auditor.
a. Resolve disagreements between management and the auditor.
b. The accounting firm reports directly to the audit committee.
Section 301 of the Sarbanes-Oxley Act defines the criteria for the independence of audit committee members for issuers as including the following characteristics:
- Each member of the audit committee shall be a member of the board of directors of the issuer but shall be otherwise independent.
- Audit committee members may not accept any consulting, advisory, or other compensation or fees from the issuer other than pursuant to their roles on the Board.
- Audit committee members may not be an affiliated person (a person who can influence financial decisions) of the issuer or any subsidiary of the issuer.
Section 301 of the Sarbanes-Oxley Act requires that an issuer’s audit committee establish a complaint procedure that includes:
- Receipt, retention, and treatment of complaints received by issuers regarding:
a. Accounting
b. Internal controls
c. Auditing - Confidential or anonymous submissions by employees of issuers regarding questionable accounting or auditing matters.
Section 302 of the Sarbanes-Oxley Act assigns the following corporate responsibilities for financial reports for issuers:
The CEO and CFO must certify the following for annual and quarterly reports:
- The officers have read the report.
- The report does not include untrue statements.
- The financial statements are fairly stated.
- The signing officers make assertions regarding their responsibilities for internal control.
- The signing officers have disclosed internal control weakness and instances of fraud to the auditors and the audit committee.
- The status of changes to internal control subsequent to the date of their evaluation.
Section 302 of the Sarbanes-Oxley Act assigns the following corporate responsibilities regarding internal controls that must accompany financial reports:
The CEO and CFO must certify the following for annual and quarterly reports:
- The officers are responsible for establishing and maintaining internal controls.
- Internal control is designed to ensure that material information is provided to internal and external users.
- Internal controls have been evaluated within 90 days prior to the report.
- The officers’ conclusions regarding internal control effectiveness as of the evaluation date.
Section 302 of the Sarbanes-Oxley Act assigns the following corporate responsibilities regarding the required disclosures to the auditors and the audit committee by officers:
The CEO and CFO must certify the following for annual and quarterly reports to the auditors and the audit committee:
- All significant deficiencies in the design or operation of internal controls.
- Any fraud, whether or not material that involves management.
Section 303 of the Sarbanes-Oxley Act specifically prohibits improper influence on the conduct of audits defined as follows:
No officer or director may take any action to fraudulently influence, coerce, manipulate or mislead an independent CPA engaged in the financial statements of an issuer for the purpose of rendering the financial statements materially misleading.
Section 304 of the Sarbanes-Oxley Act imposes certain financial penalties on officers that are responsible for material misstatements resulting from their misconduct. Penalties include:
- Refund to the issuer of any bonus or other incentive based or equity based compensation during the 12-month period following the first public issuance of the financial document.
- Refund any profits realized from the sale of securities of the issuer during the 12-month period following the first public issuance of the financial document.
Title IV of the Sarbanes-Oxley Act, “Enhanced Financial Disclosures,” includes the following sections:
Section 401: Disclosure in periodic reports
Section 402: Enhanced conflict of interest provisions
Section 403: Disclosures of transaction involving management and principal stockholders
Section 404: Management assessment of internal controls
Section 405: Exemption
Section 406: Code of ethics for senior financial officers
Section 407: Disclosure of audit committee financial expert
Section 408: Enhanced review of periodic disclosures by issuers
Section 409: Real time issuer disclosures
Rule 401 of the Sarbanes-Oxley Act requires certain disclosures in periodic reports. Those disclosures include:
- All adjusting entries identified by the public accounting firm reporting on the financial statements.
- All off balance sheet transactions including contingent obligations and other relationships that may have a material current or future effect on the financial statements.
- Pro forma financial statements shall include all relevant information and shall not include misleading or untrue information.
Rule 402 of the Sarbanes-Oxley Act includes certain enhanced conflict of interest provisions. Those provisions include:
Prohibitions on personal loans to executives with some exemptions.
Rule 403 of the Sarbanes-Oxley Act includes provisions for disclosure of transactions involving management and principal stockholders. Those provisions include:
Reporting by individuals with ownership of 10% or more, statements that report the amount of all securities.
Rule 404 of the Sarbanes-Oxley Act includes provisions for management assessment of internal controls. These provisions include a report showing:
- Management’s assertion that they are responsible for adequate internal control structure.
- Management’s conclusions regarding its assessment of the effectiveness of the internal control structure and procedures for financial reporting.
- The auditor’s attestation regarding management’s assessment of internal control.
Rule 407 of the Sarbanes-Oxley Act includes provisions for audit committee disclosures. Those disclosures include:
The issuer must disclose the existence of financial expert on the committee or the reasons why the committee does not have a member who is a financial expert.
For purposes of service on the audit committee, what qualifies an individual for classification as a financial expert?
A financial expert qualifies through education, past experience as a public accountant, or past experience as a finance officer for an issuer. Knowledge of the financial expert should include:
i. Understanding of GAAP.
ii. Experience in the preparation or auditing of financial statements for comparable issuers.
iii. Application of GAAP.
iv. Experience with internal controls.
v. Understanding of audit committee functions.
What are the components of the Committee on Sponsoring Organization’s (COSO) Internal Control Integrated Framework?
Hint: CRIME
- Control Environment
- Risk Assessment
- Information and Communications
- Monitoring
- Existing Control Activities
What are the principles associated with the control environment component of the Committee on Sponsoring Organization’s (COSO) Internal Control Integrated Framework?
Hint: PHRASED
- Management’s Philosophy and Operation Style
- Human Resources
- Financial Reporting Competencies
- Authority and Responsibility
- Organizational Structure
- Integrity and Ethical Values
- Board of Directors
What are the principles associated with the risk assessment component of the Committee on Sponsoring Organization’s (COSO) Internal Control Integrated Framework?
- Financial Reporting Objectives
- Financial Reporting Risks
- Fraud Risk
What are the principles associated with the control activities component of the Committee on Sponsoring Organization’s (COSO) Internal Control Integrated Framework?
- Risk Assessment Integration
- Selection and Development
- Policies and Procedures
- Information and Technology
What are the principles associated with the information and communication component of the Committee on Sponsoring Organization’s (COSO) Internal Control Integrated Framework?
- Financial Reporting Information
- Internal Control Information
- Internal Communication
- External Communication
What are the principles associated with the monitoring component of the Committee on Sponsoring Organization’s (COSO) Internal Control Integrated Framework?
- Ongoing and separate evaluations.
2. Reporting deficiencies.
What are the components of the Committee on Sponsoring Organization’s (COSO) Enterprise Risk Management (ERM) Integrated Framework?
Hint: IS EAR AIM
- Internal environment
- Setting objectives
- Event identification
- Assessment of risk
- Risk response
- Activities (control)
- Information and communication
- Monitoring
What are the key elements of the internal environment component of the Committee on Sponsoring Organization’s (COSO) Enterprise Risk Management (ERM) Integrated Framework?
Hint: PHRASED C
- Philosophy of risk management
- Human resources standards
- Risk appetite/response
- Authority and responsibility
- Structure (organizational)
- Ethical values (and integrity)
- Directores
- Commitment to Competence
What are the key elements of the objective setting component of the Committee on Sponsoring Organization’s (COSO) Enterprise Risk Management (ERM) Integrated Framework?
- Strategic Objectives
- Related Objectives
a. Operations Objectives
b. Reporting Objectives
c. Compliance Objectives - Selected Objectives
- Risk Appetite
- Risk Tolerances
What are the key elements of the event identification component of the Committee on Sponsoring Organization’s (COSO) Enterprise Risk Management (ERM) Integrated Framework?
- Events
- Influencing Factors
- Event Identification Techniques
- Event Interdependencies
- Event Categories
a. External
b. Internal - Distinguishing Risks and Opportunities
What are the key elements of the risk assessment component of the Committee on Sponsoring Organization’s (COSO) Enterprise Risk Management (ERM) Integrated Framework?
- Inherent and Residual Risk
- Establishing Likelihood and Impact
- Data Sources
- Assessment Techniques
a. Benchmarking
b. Probabilistic Models
c. Non-probabilistic Models - Event Relationships
What are the key elements of the risk response component of the Committee on Sponsoring Organization’s (COSO) Enterprise Risk Management (ERM) Integrated Framework?
- Evaluating Possible Responses
a. Avoidance
b. Reduction
c. Sharing
d. Acceptance - Selected Responses
- Portfolio View
What are the key elements of the control activities component of the Committee on Sponsoring Organization’s (COSO) Enterprise Risk Management (ERM) Integrated Framework?
- Integration with Risk Response
- Types of Control Activities
- Policies and Procedures
- Controls over Information Systems
- Entity Specific Controls
What are the key elements of the information and communication component of the Committee on Sponsoring Organization’s (COSO) Enterprise Risk Management (ERM) Integrated Framework?
- Information
2. Communication