On April 24, the Securities and Exchange Commission voted to require that reports by insiders disclosing their securities holdings be filed electronically with the SEC. Filing and Posting The Commission voted to mandate the electronic filing of beneficial ownership reports filed by officers, directors and principal security holders under Section 16(a) of the Securities Exchange […]
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Posted inInternal Controls
Biggest Barrier to Fixing IC Weakness: Skilled Workforce
ODon’t give me more reports on my control weaknesses — fix them!” That’s increasingly the attitude in some corporations, reacting to ever increasing pressure on internal controls, particularly from Section 302 and Section 404 of the Sarbanes-Oxley Act. When CEOs and CFOs certify their assessments of internal controls effectiveness, the last thing they want is […]
Posted inInternal Controls
Breaking Down Barriers to Monitoring Reports
Sarbanes-Oxley is the buzz within all public companies today as they work towards complying with the new regulations. Even private companies are joining in as a recent survey noted that 58% of private companies are instituting changes to improve their accounting practices in response to the new act. Of particular note are the following sections: […]
Posted inAccounting & Auditing
Changes Afoot For Auditing Standards, Internal Controls
The recent news that the Public Company Accounting Oversight Board has decided to take over responsibility for establishing public company auditing rules marks the end of a 100 year period in which the accounting industry had set its own standards. The Board did have the option of leaving the auditing standard-setting process to the Auditing […]
Posted inBoards & Shareholders
Details on D&O Insurance Emerge In Filings
As reported in previous editions of Compliance Week, companies are reporting higher D&O premiums as insurers increase their rates to match executives’ increased liability with the SOX certification requirement. Mark Miller, a Washington D.C.-based partner at law firm Greenberg Traurig, told CW last year that “costs are going up drastically, and Sarbanes-Oxley is the catalyst.” […]
Posted inBoards & Shareholders
Sarbanes-Oxley Section 301
Section 10A of the Securities Exchange Act of 1934 (15 U.S.C. 78f) is amended by adding at the end the following: (m) STANDARDS RELATING TO AUDIT COMMITTEES- (1) COMMISSION RULES- (A) IN GENERAL- Effective not later than 270 days after the date of enactment of this subsection, the Commission shall, by rule, direct the national […]
Posted inBoards & Shareholders
Standards Related to Listed Company Audit Committees
The SEC voted on April 1 to adopt rules that would force the national exchanges and associations to delist any company that is not in compliance with the audit committee requirements established by the Sarbanes-Oxley Act of 2002. The new rules and amendments implement the requirements of Section 10A(m)(1) of the Securities Exchange Act of […]
Posted inBoards & Shareholders
Correction to Disclosures Required by SOX Section 406 and 407
On March 26, the SEC made a technical correction to the rules implementing Sections 406 and 407 of the Sarbanes-Oxley Act of 2002 by requiring disclosures regarding audit committee financial experts and codes of ethics. On January 23, 2003, the Commission adopted rules that require disclosure of whether a company has an audit committee financial […]
Posted inBoards & Shareholders
How Firms Report Financial Experts Varies Widely
Pursuant to Section 407 of Sarbanes-Oxley, public companies will be required to annually disclose whether they have at least one “audit committee financial expert” on their audit committee, and if so, to disclose the name of that expert and whether the expert is independent of management. The rules define an “audit committee financial expert” as […]
Posted inBoards & Shareholders
12 Questions Boards of Directors Should Ask Their IROs
In response to the plethora of corporate failures in the past two years, new legislation adopted by Congress and subsequent SEC regulations have placed greater responsibility on the board of directors. And in fulfilling these new responsibilities, boards are expected to oversee corporate ethics and governance, as well as compliance. But in many cases, boards […]
