[此贴子已经被作者于2006-5-8 22:16:14编辑过]
这个是从去年才开始对一些上市公司开始要求的。。。我们公司也是去年开始集中training具体审计的步骤，之前就只是学习书面的要求的。。。
好，知道这一点心中也有数了。
写的好好呀：）
歌歌给你些sox资料. 希望没有班门弄斧. 是我上学时写的PAPER. 下面还有更多,感兴趣的话跟我说.
对不住大家了.不感兴趣的直接忽略.
On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of 2002 to restore integrity and public confidence in corporate governance, financial statements and stock valuation. SEC chairman William Donaldson hailed Sarbanes-Oxley (SOX) as the most significant piece of federal securities legislation since the securities laws were first enacted in the 1930s.
Why we need Sarbanes-Oxley?
The scandals involving Enron and its audit firm Anderson and the following wave that included WroldCom and Adelphia prompted congress to pass Sarbanes-Oxley. Why we had these bad apples? I think we should firstly understand the problems below we have:
? The pressure of a market in which the difference of a penny or two in earnings per share could lead to the difference of a billion or two in market capital.
? Some auditors fail to step up to their own responsibility.
? The financial reporting model itself has problem: The proper treatment of many issues is not clear, such as off-balance-sheet activity. GAAP model has too many rules that leave too little room for principle-based judgment.
? The inherent weaknesses in disciplinary and monitoring processes for the profession.
? The threat--real or perceived--of auditor dependency on fees from major clients.
Under these situations, we need SOX to help investors make informed investment decisions, and we need it to enhance audit quality and the quality of financial reporting. It will be good for America¡¯s financial reporting system, the accounting profession and American¡¯s financial markets and economic growth.
The Aim of The Sarbanes-Oxley
The Act is a vast patchwork quilt of reform that aim at (1) creating an independent regulatory structure for the accounting industry, (2) higher standards for corporate governance, (3) increased independence of securities analysts, (4) improved transparency of financial reporting and (5) a panoply of new civil and criminal remedies for violations of the federal securities laws.
Impacts of the Sarbanes-Oxley
The SOX- which applies in general to publicly held companies and their audit firm - dramatically affects the accounting profession and impacts not just the largest accounting firms, but any CPA actively working as an auditors of, of for, a publicly traded company.
It also means big changes to the public companies and CEOs and CFOs of the companies.
Impacts to Accounting Professions
New roles for audit committees and auditors. The relationship between accounting firms and their publicly held audit clients is different under the new law. The Basic implications are outlines below.
1. Auditors report to audit committee. Now, auditors will report to and be overseen by a company¡¯s audit committee, not management.
2. Audit committees must approve all services. Audit committees must pre-approve all services, both audit and non-audit services not specifically prohibited, provided by its auditor.
3. Auditor must report new information to audit Committee. This information includes: critical accounting policies and practices to be used, alternative treatments of financial information within GAAP that have been discussed with management, accounting disagreements between the auditor and management, and other relevant communications between the auditor and management.
4. Offering Specified Non-Audit Services Prohibited. The new law statutorily prohibits auditors from offering certain non-audit services to audit clients. These services include: bookkeeping, information systems design and implementation, appraisals or valuation services, actuarial services, internal audits, management and human resources services, broker/dealer and investment banking services, legal or expert services unrelated to audit services and other services the board determines by rule to be impermissible. Other non-audit services not banned are allowed if pre-approved by the audit committee.
5. Audit Partner Rotation. The lead audit partner and audit review partner must be rotated every five years on public company engagements.
6. Employment Implications. An accounting firm will not be able to provide audit services to a public company if one of that company's top officials (CEO, Controller, CFO, Chief Accounting Officer, etc.) was employed by the firm and worked on the company's audit during the previous year.
歌歌给你些sox资料. 希望没有班门弄斧. 是我上学时写的PAPER. 下面还有更多,感兴趣的话跟我说.
对不住大家了.不感兴趣的直接忽略.
On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of 2002 to restore integrity and public confidence in corporate governance, financial statements and stock valuation. SEC chairman William Donaldson hailed Sarbanes-Oxley (SOX) as the most significant piece of federal securities legislation since the securities laws were first enacted in the 1930s.
Why we need Sarbanes-Oxley?
The scandals involving Enron and its audit firm Anderson and the following wave that included WroldCom and Adelphia prompted congress to pass Sarbanes-Oxley. Why we had these bad apples? I think we should firstly understand the problems below we have:
? The pressure of a market in which the difference of a penny or two in earnings per share could lead to the difference of a billion or two in market capital.
? Some auditors fail to step up to their own responsibility.
? The financial reporting model itself has problem: The proper treatment of many issues is not clear, such as off-balance-sheet activity. GAAP model has too many rules that leave too little room for principle-based judgment.
? The inherent weaknesses in disciplinary and monitoring processes for the profession.
? The threat--real or perceived--of auditor dependency on fees from major clients.
Under these situations, we need SOX to help investors make informed investment decisions, and we need it to enhance audit quality and the quality of financial reporting. It will be good for America¡¯s financial reporting system, the accounting profession and American¡¯s financial markets and economic growth.
The Aim of The Sarbanes-Oxley
The Act is a vast patchwork quilt of reform that aim at (1) creating an independent regulatory structure for the accounting industry, (2) higher standards for corporate governance, (3) increased independence of securities analysts, (4) improved transparency of financial reporting and (5) a panoply of new civil and criminal remedies for violations of the federal securities laws.
Impacts of the Sarbanes-Oxley
The SOX- which applies in general to publicly held companies and their audit firm - dramatically affects the accounting profession and impacts not just the largest accounting firms, but any CPA actively working as an auditors of, of for, a publicly traded company.
It also means big changes to the public companies and CEOs and CFOs of the companies.
Impacts to Accounting Professions
New roles for audit committees and auditors. The relationship between accounting firms and their publicly held audit clients is different under the new law. The Basic implications are outlines below.
1. Auditors report to audit committee. Now, auditors will report to and be overseen by a company¡¯s audit committee, not management.
2. Audit committees must approve all services. Audit committees must pre-approve all services, both audit and non-audit services not specifically prohibited, provided by its auditor.
3. Auditor must report new information to audit Committee. This information includes: critical accounting policies and practices to be used, alternative treatments of financial information within GAAP that have been discussed with management, accounting disagreements between the auditor and management, and other relevant communications between the auditor and management.
4. Offering Specified Non-Audit Services Prohibited. The new law statutorily prohibits auditors from offering certain non-audit services to audit clients. These services include: bookkeeping, information systems design and implementation, appraisals or valuation services, actuarial services, internal audits, management and human resources services, broker/dealer and investment banking services, legal or expert services unrelated to audit services and other services the board determines by rule to be impermissible. Other non-audit services not banned are allowed if pre-approved by the audit committee.
5. Audit Partner Rotation. The lead audit partner and audit review partner must be rotated every five years on public company engagements.
6. Employment Implications. An accounting firm will not be able to provide audit services to a public company if one of that company's top officials (CEO, Controller, CFO, Chief Accounting Officer, etc.) was employed by the firm and worked on the company's audit during the previous year.
Yap mm的paper写得真好，正是我所需要了解的general information，节省了不少research的时间，如果可以的话，我当然希望读到更多你的paper。非常感谢！
另外，你是否在做auditing或internal control的工作，有没有接触过SOX的software?
歌歌,看你的信箱.
再看我刚发的标题是--神啊!...的文章. 你考CPA了吗?
我是公司做的, 没接触SOX SOFTWARE.
歌歌操作了半天,也不会发到你的油箱. 就还发到这儿吧! 算我自己给自己PUBLISH吧!
大家别骂我.
-------接上----------
Financial Reporting and Auditing Process. Issuers of public stock and their auditors must now follow new rules and procedures in connection with the financial reporting and auditing process. The new rules will have a significant impact o how they do their job in the future.
Second Partner Review and Approval of Audit Reports. The new regulatory board will issue or adopt standards requiring auditors to have a thorough second partner review and approval of every public company audit report.
1. Management Assessment of Internal Controls. Section 404 of the act requires management must now assess and make representations about the effectiveness of the internal control structure and procedures of the issuer for financial reporting.
2. Audit Reports Must Contain Description of Internal Controls Testing. The audit report to attest to the assessment made by management on the company's internal control structures, including a specific notation about any significant defects or material noncompliance found on the basis of such testing.
Under section 404, the auditor¡¯s primary focus is on reliability. In auditing public companies, Auditors have characteristically performed a mix of test of controls and substantive procedures to reduce the risk of material misstatement of financial statements to an appropriately low level. Auditors must now test controls in all transaction cycles to report comprehensively on the effectiveness of management¡¯s internal control over financial reporting, cycle rotation no longer will be an acceptable technique in public company audits. Then they offer an opinion as to whether the entity maintained in all material respects, effective internal control over financial reporting. SOX required CPAs to express an opinion on financial statements is not adequate for them to offer an opinion on the controls themselves.
Areas for CPAs to Watch The ramifications of some of the provisions in the Sarbanes-Oxley Act will become known only as the SEC and the new Public Company Accounting Oversight Board begin implementing the bill.
? Consulting Services. The Act lists eight types of services that are "unlawful" if provided to a publicly held company by its auditor: bookkeeping, information systems design and implementation, appraisals or valuation services, actuarial services, internal audits, management and human resources services, broker/dealer and investment banking services, and legal or expert services related to audit services. It also has one catchall category authorizing the board to determine by regulation any service it wishes to prohibit. Other non-audit services-including tax services-require pre-approval by the audit committee. Pre-approved non-audit services must be disclosed to investors in periodic reports.
? Additional Burdens for CPAs in Business and Industry. CPAs working in the financial management areas of public companies are directly impacted by the Act. These CPAs need to be aware of the new responsibilities of CEOs and CFOs.
Impacts to directors, officers and the companies
Risk of liability and possible penalties greatly increased. Under SOX, CEOs and CFOs are now required to certify company financial statements and have a greater duty to communicate and coordinate with corporate audit committees that are now responsible for hiring, compensating and overseeing the independent auditors.
The SOX increases a corporate officers or directors¡¯ risk of personal liability for securities law claims. The failure to comply with the new requirements could constitute a breach of the duty of care, or the SEC might declare the individual unfit to be a public company restates it financial report, both the CEO and the CFO may have to forfeit a portion of their bonuses or equity compensation. Sarbanes-Oxley also significantly lengthens prison terms.
Cost and benefits of compliance the law The more complex the company, the more internal controls are needed. Large global companies have hundreds of controls. The reason SOX is so expensive is that it requires companies to delve into each of these controls and document that they are effective. S A recent AMR research report found that 77 percent of US companies spend more on information technology, business process change, corporate governance, and consulting this year in efforts to comply with the SOX. The SEC estimates that internal controls provisions will cost companies each year an average of 3.8 million work hours and $481 million for outside professional-which adds up to approximately $1.24 billion. Companies are planning to commit an average of 6,700 work hours and $480,000 on software, employee training and consulting this year. Approximately 86% of companies expect to streamline and reduce the cost of their company¡¯s Sarbanes-Oxley compliance process in calendar year 2004.
Perhaps the biggest unknown is whether the law¡¯s benefits will ultimately outweigh its compliancy cost. For example, ACS Company will spend $1.2 million checking its internal controls and has uncovered a single employee theft of $5,000. That seems absurdly cost-ineffective. But internal controls are important beyond catching the occasional fraud. Evaluating a company¡¯s internal control over financial reporting is sometimes costly, but also has many far-reaching benefits. Some of the benefits of a company developing, maintaining, and improving its system of internal control include identifying cost-ineffective procedures, reducing costs of processing accounting information, increasing productivity of the company¡¯s financial function, and simplify financial control systems. The primary benefit, however, is to provide the company, its management, its board and audit committee, and its owners, and other stakeholders with a reasonable basis to rely on the company¡¯s financial reporting. By striving to ¡°do the right thing,¡± leading companies are turning the unavoidable costs of SOX into an opportunity to improve business processes and distinguish themselves in the financial community. We believe businesses can turn a strong corporate governance program into financial returns for their company.
Positives & Negatives Of SOX /Conclusion:
SOX has improved financial disclosure, forced executives and boards to be more vigilant, ended self regulation of audit firms, and helped eliminate conflicts of interest in stock research. But it is still too early to call it a success. Major elements of the law are only starting to be felt. The new accounting oversight board is still staffing up. At this point, I will conclude the positives and negatives of SOX:
Positive
? Visible legislation and ongoing prosecution have focused management and boards of directors on behavior that will restore investor confidence in our financial markets.
? Requiring a financial expert on boards has raised the bar, and will have a profound impact over time.
? SOX has enhanced the value and stature of the CFO, elevating the basic tenets of our profession, such as internal controls, to a new level of importance. The true weight of the CFO role on business strategy, investor confidence and the success of the entire company, is better understood.
? Creation of the PCAOB is a welcome alternative to a self-regulatory structure, and its visibility helps restore investor confidence.
? The law¡¯s aggressive stance against ethical wrongdoing has helped restore US leadership in the fight against corruption and making the American system a model for other countries.
Negatives:
I find, however, significant consequences of the law and its interpretation that may not be in the spirit of the original legislation.
? Costs for compliance are excessive. Audit fees, legal fees and D&O insurance premium are rising, affecting every public company¡¯s bottom line.
? Compliance demands steal the CFO¡¯s focus and leave less time and resource for strategic thinking. Financial executive need to be proactive innovator, but excessive compliance requirements may limit us to being simply reactive.
? Integrity cannot be legislated. It exists within an individual or it does not. By this measurement, the law is superfluous.
? The law may discourage companies looking to go public, hurting the growth of US financial markets. While the costs of being public are increasing, it can be argued that benefits are decreasing. Foreign issuers considering listing on US exchanges may reconsider, while those already listed may withdraw rather than submit to regulatory oversight.
上学时查过他家的网站而已. 是应聘的FIRM要求你有这个RESEARCH经验,还是你要做关于SEC的RESEARCH.是不是那个FIRM给客户SEC上市咨询.
不行了,要睡了..拜拜...
到底了
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