Frank MacInnis, the chairman and CEO of $4.8 billion EMCOR Group, recalls speaking at a conference a few weeks after the Securities and Exchange Commission handed down its decision in the case against Flowserve Corporation for violating Regulation Fair Disclosure. When asked a question about earnings guidance, MacInnis gave a deadpan delivery of the boilerplate […]
Sammer Joanne
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Mergers And Acquisitions In The Age Of Sarbanes-Oxley
Like many elements of corporate life, mergers and acquisitions will never be the same now that The Sarbanes-Oxley Act of 2002 is in full force. The law and the heightened sense of accountability of corporate boards of directors and senior executives is causing companies to carefully reconsider how they manage every element of M&A transactions, […]
Posted inInternal Controls
Up, Up And Away: Cos. Try To Rein In Compliance Costs
Almost from the moment of passage, The Sarbanes-Oxley Act of 2002 has added to the costs of compliance for public companies. And according to a number of studies covered by Compliance Week over the past three years—including one last month by A.R.C. Morgan— companies are spending “significantly” more than anticipated on SOX compliance (see related […]
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It’s Not Easy Being GC; Privileges, Positions Under Siege
Attorney-client privilege is under siege. That’s partially because regulators and the Department of Justice have stated that a company’s willingness to waive the privilege would be a factor in determining whether that company is cooperating with an investigation. Aside from the precedent such a move could set, generals counsel are concerned that this requirement could […]
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Pressure Grows To Disclose ERM Information In MD&A
In this era of SOX and heightened scrutiny on public companies, there is growing pressure from shareholders, credit rating agencies, and other stakeholders for companies to develop enterprise risk management programs, and use the resulting data to improve overall compliance and disclosure efforts. Q&A A Conversation With SEC Commissioner Glassman ERM Resources Download COSO ERM […]
Posted inInternal Controls
Companies Migrating From SOX ‘Myopia’ To ERM
How’s this for an understatement: “There has developed what seems to be an overemphasis on certain additional or duplicative levels of documentation, with a declining value in terms of how much that additional documentation would add to the effectiveness of internal control.” That’s according to Arnie Hanish, the chief accounting officer of Eli Lilly and […]
Posted inInternal Controls
Despite IT Buzz Around 404, People Factor Remains Critical
Personnel issues are the second most frequently cited internal control weakness that companies are disclosing as they comply with Sections 302 and 404 of The Sarbanes-Oxley Act. Those issues are second only to problems with financial systems and procedures. According to Compliance Week’s most recent analysis of SEC filings during the month of August, 54 […]
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Governance Benchmarking: Peer Groups, Reviews Can Play A Critical Role
For companies that are attempting to benchmark their corporate governance practices against peers and industry leaders, there is a growing body of publicly available information to support those efforts. The emergence of various governance ratings systems can also help companies determine how their governance practices stack up against peers and competitors. The challenge is for […]
Posted inInternal Controls
Where Do We Go From Here? ROI A Priority, But Not Widely Tracked
As companies race toward the Nov. 15 deadline for the internal control provisions of Sarbanes-Oxley—ubiquitously known as “SOX 404”—the last thing on most compliance executives’ minds is next year’s compliance requirements. INGREDIENTS According to experts, there are three core elements to ongoing compliance—people, process, and technology. 1. People According to Stephen Wagner, chairman of the […]
Posted inAccounting & Auditing
Will The SOX Earthquake Shake Up Internal Audit?
With the Nov. 15 deadline for Section 404 rapidly approaching, most corporate internal audit departments are right in the thick of Sarbanes-Oxley compliance. INTERNAL AUDIT COMPARISON Below are examples of several internal audit functions at public companies, including their structure, membership and role in SOX 404 compliance: American Electric Power $14 billion utility Internal audit […]