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SEC AND SOX 2008 Update

Your Comprehensive Roadmap to Cost-Effective SEC and SOX Compliance

A practical, intensive, interactive two-day workshop designed to help you avoid compliance money pits and focus on:

  • The Latest Updates from the SEC, PCAOB and IASB
  • Smaller Reporting Company Regulatory Relief and Simplification
  • Addressing SEC Enforcement Hot Buttons - Recent Enforcement Actions
  • Latest Update on Stock Options Backdating and Disgorgement
  • Executive Compensation Disclosures (CD&A): Approaches, Trends, Styles, and SEC Enforcement Actions
  • The Latest on XBRL and AS6 on the Consistency of Financial Statements
  • Restatements, Material Weaknesses and Comment Letters
  • SOX 404: Latest Guidance on Cost Effective Internal Control Reporting
  • PCAOB Audit Standard No. 5 and Unreasonable Auditor Requests
  • Integrating Your Code of Ethics with COSO's 20 Basic Principles
  • Limiting Legal Exposure of Sections 302 and 906 Certifications - Effective Disclosure Controls
  • Corporate Governance Issues for 2008 Through 2010
  • How to Keep the Cost of SEC Compliance Under Control

This CRITICAL UPDATE is ideal for accountants, auditors, and financial professionals who need to understand the latest issues in SEC and SOX compliance

Ideal for:

  • CFO's, Treasurers, Controllers and accounting staff
  • Auditors: Internal and Independent
  • Financial VPs., Directors, Managers, Analysts and staff
  • Board Members, Audit Committee Members, Compliance Officers
  • Corporate Counsel and staff

Seminar Agenda

The Latest from the SEC and Partners such as PCAOB, the FASB and IASB
  • Identifying Commissioner Changes, Other Personnel Changes and Other Organizational Initiatives at the SEC and PCAOB – and their Expected Impact
  • Smaller Reporting Company Regulatory Relief and Simplification
    • SEC Releases 33-8876; 34-56994; 39-2451
    • Details on Scaled-Down Disclosure Requirements for Companies with Less than $75 Million in Public Equity Float – How to Qualify
    • Moving the Scaled Disclosure Requirements from Regulation S-B into Regulation S-K
  • Understanding the Most Recent SEC Proposals
    • How are Proposed SEC Rules and Regulations Likely to Impact You?
    • Preparing for What is Coming Next
  • SEC Concept Release on International Financial Reporting Standards (IFRS) Acceptance
    • Principle-Based Versus the Rules- Based Standards of US GAAP
    • Earlier Recognition of Revenue with IFRS
    • Latest Convergence Efforts of the FASB and IASB
    • How Financial Statements May Look
  • Identifying Recent Enforcement Actions
    • Examples of Recent Federal Court Actions, Administrative Proceedings, ALJ Decisions
    • Commission Opinions on Appeal of Initial Decisions
    • Disciplinary Decisions Issued by Self-Regulatory Organizations Such as the NYSE or NASD
    • Latest Update on Stock Options Backdating and Disgorgement of Stock Option Proceeds. Case Study - Former UnitedHealth Group CEO/Chairman Settles Stock Options Backdating Case for $468 million
    • Recent MD&A Developments and Enforcement Cases
Comment Letters as an Insight to SEC Problem Areas
  • How to Analyze Comment Letters to Focus Resources and Understand SEC Problem Areas
    • Understanding the SEC Comment Letter Process and Filing Deadlines
    • Case Studies: Reviewing Actual SEC Comment Letters to Avoid Similar Regulatory Scrutiny
    • Identifying the Three SEC General Types of Requests through Comment Letters
    • Exploring Comment Target Areas of the SEC; Including SOX Reporting, Reportable Segments Under FAS 131, Revenue Recognition, and MD&A
    • SFAS 123R and Reg. G Recent Issues
  • How to Respond Effectively to the SEC
Understanding the Enforcement Hot-Buttons via SEC Speeches
  • Discussing the Latest Items from the SEC Chairman
    • The Drive Towards Wide-Spread Reform
    • Disclosure Simplicity for the Common Investor
  • Examining the Latest Items from the Other Commissioners and Staff
    • How to Keep the Cost of SEC Compliance Under Control
    • Working Relationships with Other Professional Groups
  • Exploring the SEC’s Program for Interactive Data (XBRL)
  • Understanding the Pressure to Write Filings in “Plain English”
Executive and Director Compensation Disclosures – Year 2 Proxy Season
  • Overview of CD&A (Compensation Discussion & Analysis) Disclosure Rules
    • Reviewing the Questions to Address
    • SEC Guidance, Examples and FAQs
  • Understanding What Went Wrong in 2007 and Why
    • Too Long and Not in “Plain English”
    • Procrastination in an Attempt to See What Others are Doing
  • Case Studies Exposing the Good, the Bad, and the Ugly
    • Two examples Contrasting Different Approaches and Styles
    • The Prospects of Enforcement Actions
The Latest from the SEC and PCAOB on SOX 404
  • Delay of Section 404(b) and Practical Impacts
  • Understanding SOX Hot-Buttons through SEC Speeches
    • The Ongoing Trend of Restatements (How Many, What are They, Future Expectations)
    • Controlling Costs in Light of Aggressive External Auditors
    • Focus on Where the Risks are
  • “SOX 404: A Guide for Small Business” Released by the SEC in December 2007
    • Consolidated Guidance for the First-timer
    • What Kind of Records to Maintain?
  • Examining Practical Implications of PCAOB Auditing Standard #5
    • Did the Definitions of “Significant Deficiency” and “Material Weakness” Really Change?
    • One Less Opinion Means Two Different Approaches are Expected, but Still the Same Conclusions
    • PCAOB Inspections Remain Critical of Auditors
Restatements, Material Weaknesses, and Comment Letters Tell the Story
  • Improving Your Resource Focus by Identifying Potential Trouble Spots
  • Examining the Latest Areas of Material Weaknesses and Understanding the Problem Areas
  • Reviewing Actual SEC Comment Letters to Avoid Similar Regulatory Scrutiny
  • Analysis of How Material Weaknesses Impact Shareholder Value and the CFO
    • One Hundred Basis Points is a lot of Money!
    • The CFO Position Continues to be a “Hot-Seat,” Especially When a Material Weakness is Identified – Avoid these Mistakes – Case Studies
Streamlining Controls through a Top-Down, Risk-Based Approach to 404
  • How to Apply the SEC Guidance, Release #33-8810
  • How to Minimize Costs While Keeping your Auditors Satisfied in Today’s World
  • Understanding PCAOB Auditing Standard #5 so You Know When to Push Back on Unreasonable External Audit Requests
  • Interpreting the Latest COSO Guidance on Monitoring
    • How to Leverage the Monitoring Component to Address Risks to Best Meet Objectives
    • Continuous Monitoring is Working for Some Companies, but be Careful
  • Using COSO Guidance for Small Public Companies to Gain Efficiencies
Limiting Legal Exposure of Section 302 and Section 906
  • Documenting Disclosure Controls to Protect the CEO, CFO and the Company
  • Identification and Utilization of Effective Disclosure Controls
    • Disclosure Committees
    • Sub-Certification Processes
    • SOX Checklists
    • Pre-Filing Reviews
  • Escalating Significant Deficiencies and Material Weaknesses per SOX
  • Disclosure Controls per Section 302 and the Tie-in to Section 906
  • Case Studies and the Latest on Corporate Fraud and Penalties Under the Criminal Certification Process of Section 906
SOX is Much More than Financial Reporting and Disclosure Controls
  • Understanding the Essentials of What Your Board and Audit Committee Need to Know for Sections 301, 406, and 407
    • Independence of Both Audit Committee Members and the External Auditor
    • Audit Committee Authority and Funding
    • Procedures to Hear Complaints/ Whistle Blower Provisions
    • Disclosure of Audit Committee Financial Expert
  • Maximizing Your Code of Ethics to be a Powerful Entity-level Control that Works
    • Keeping it Simple to Truly Reach People
    • Integrating the Written Word to the 20 Basic Principles of COSO’s Guidance for Smaller Public Companies - Example
Corporate Governance in 2008 through 2010
  • Shareholder Rights
  • Losses Suffered by Shareholders of GM, Merrill, Citigroup, Bear Stearns, etc.
  • CEO Bonuses Paid by Merrill, Citigroup, Bear Stearns, etc.
  • Corporate Governance as a 2008 Campaign Issue and 2009 Implications

CPE Credits...

This group-live seminar is recommended for 8 hours of Accounting and 8 hours of Auditing for a total of 16 CPE hours.

The National Center for Continuing Education is registered with the National Association of State Boards of Accountancy (NASBA), as a sponsor of continuing professional education on the National Registry of CPE Sponsors. State boards of accountancy have final authority on the acceptance of individual courses for CPE credit. Complaints regarding registered sponsors may be addressed to the National Registry of CPE Sponsors, 150 Fourth Avenue North, Suite 700, Nashville, TN, 37219-2417. Visit the NASBA web site at www.nasba.org.

Who Should Attend?

This seminar is ideal for accountants, auditors and financial professionals who need to keep up to date on the SEC, PCAOB, FASB and IASB regulations. Included in this group are:

  • CFO’s, treasurers, controllers and accounting staff
  • Auditors: internal and independent
  • Financial VPs, directors, managers, analysts and staff

Seminar Prerequisites

No Advanced Preparation Required
Course Level: Overview
Prerequisites: Basic knowledge of SEC Filings

For an overview of basic SEC filing procedures, please attend our SEC Reporting Skills Workshop.

Instructors

Custom Training Programs ...

If you have a group of 12 or more employees who need to learn SEC and SOX Update 2008, or need other financial training, then NCCE’s customized training is the cost effective solution for your organization. Bring this seminar in-house so your entire team can learn the latest SEC and SOX changes.

For more information or to schedule a custom in-house program, e-mail NCCE at contact@nccetraining.com or telephone 800-635-9615.

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