SOX of 2002 - Enhanced Financial Disclosures Flashcards
Disclosures should be made regarding
Financial Statements
Internal Controls
Operation of Audit Committee
Goal of enhanced financial disclosures
Make F/S More Transparent
All Material Correcting adjustments identified by the auditor
should be reflected in the Financial Statements
Examples of Material Off Balance Sheet transactions that must be disclosed
Leases
Contingent Liabilities (Lawsuits)
Related Party Transactions (unconsolidated subs)
Special Purpose entities
Internal Control Disclosures
1) Management is responsible for establishing and maintaining I/C and procedures for Financial reporting
2) Management’s Assessment of effectiveness of I/C (Auditor must certify management’s assessment)
3) Must disclosure if Code of Ethics is adopted for Senior Management. If no then must disclose the reason.
Audit Committee Disclosures
If there is at least One Financial Expert. If not then must disclose why.
Reason for financial expert
can resolve disputes between Auditor and Management
Who can be a financial expert?
Knowledge of GAAP Application of GAAP Experience with Internal Control Understand of Audit Committee Functions Experience in Preparation of Audited F/S
SEC is required to review disclosures. The issuers that get reviewed more frequently are Issuers
That issued material restatements
that have significant volatile stock prices
with the largest market capitalization
differences (disparities) in price to earnings ratios
that are too big to fail (banks, insurance companies)