A practical, comprehensive two-day workshop focusing on:
- Key Definitions and Examination of Title I through XI of Sarbanes-Oxley
- Title III: Increased Corporate Responsibility and Lessons Learned
- Title IV: Enhanced Financial Disclosure Requirements – Including Non GAAP
- Cost-Effective Procedures for Implementing Section 404 and Internal Controls
- COSO Framework, Entity-Level Controls and “Small Business” Provisions
- Criminal Fraud Accountability and White Collar Crime Penalty Enhancements
- Integrating COSO, Anti-Fraud Controls and SAS 99
- Corporate Governance Best Practices Post Sarbanes-Oxley
- Comprehensive Continuous Compliance Programs Including ERM
- How to Streamline Compliance Procedures and Reduce Audit Costs
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Seminar Agenda
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Sarbanes-Oxley Background
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- Historical Context
- Regulatory Stakeholders
- Key Definitions
- Pros & Cons of SOX
- The “Big-Picture” Beyond SOX
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Sarbanes-Oxley Overview
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- SOX Objectives
- 11 Titles
- Interrelationships with SEC for Public Companies
- Federal Sentencing Guidelines for all Organizations
- Impact on Private Companies and Non-Profits
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Title I: The Public Company Accounting Oversight Board (PCAOB)
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- Establishment
- External Auditor Registration with the Board
- Inspections of Registered Public Accounting Firms
- Investigations and Disciplinary Proceedings
- SEC Oversight of the Board
- PCAOB Standards
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Title II: Auditor Independence
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- Prohibited Services
- Pre-Approval by the Audit Committee
- Audit Partner Rotation
- Auditor Reports to the Audit Committees
- Conflict of Interest
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Title III: Corporate Responsibility
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- Public Company Audit Committees
- Section 302 - Corporate Responsibility for Financial Reports
- Disclosure Controls versus Financial Reporting Controls
- CEO and CFO Certification Process (Exhibit 31 in Periodic Reports to the SEC)
- Sub-Certification Processes
- Disclosure Committees
- Improper Influence on Conduct of Audits
- Forfeiture of Certain Bonuses and Profits
- Officer and Director Bars and Penalties
- Other Sections
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Title IV: Enhanced Financial Disclosures
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- Disclosure in Periodic Reports
- Off-Balance Sheet Arrangements
- Non-GAAP Financial Measures
- Enhanced Conflict of Interest Provisions
- Disclosures of Transactions Involving Management and Principal Stockholders
- Section 404 - Management Assessment of Internal Controls
- Why 404 is the Most Burdensome of Them All?
- 10-K Ramifications and Language
- New Registrant Category of “Smaller Reporting Company”
- New Temporary Item 9A(T) Regarding Controls and Procedures
- Implementation Steps
- Education
- Planning
- Documentation
- Evaluation
- Reporting
- Records Retention
- COSO Frameworks
- Entity-Level Controls
- SEC’s “Sarbanes-Oxley Section 404 Small Business”
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Titles V through VII:
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- Analyst Conflicts of Interest
- SEC Resources and Authority
- Studies and Reports
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Title VIII: Corporate and Criminal Fraud Accountability
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- Criminal Penalties for Altering Documents
- Debts Non-dischargeable if Incurred in Violation of Securities Fraud Laws
- Statute of Limitations for Securities Fraud
- Protection for Employees of Publicly Traded Companies Who Provide Evidence of Fraud
- Criminal Penalties for Defrauding Shareholders of Publicly Traded Companies
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Title IX: White Collar Crime Penalty Enhancements
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- Criminal Penalties for Mail and Wire Fraud
- Section 906 – Corporate Responsibility for Financial Reports
- CEO and CFO Certification Process (Exhibit 32 in Periodic Reports to the SEC)
- Penalties
- Relationships with Sections 302 and 404
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Titles X and XI
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- Corporate Tax Returns
- Corporate Fraud and Accountability
- Tampering with a Record or Otherwise Impeding an Official Proceeding
- Temporary Freeze Authority of the SEC
- Increased Criminal Penalties
- Retaliation against Informants
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Federal Sentencing Guidelines
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- Applications
- Seven Elements of an Effective Compliance Program
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Anti-Fraud Controls and SAS 99
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- Fraud Triangle
- Company Responsibilities
- Board Responsibilities
- Internal Auditor Responsibilities
- External Auditor Responsibilities
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Governance
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- What is Good Governance?
- Empirical Evidence of Benefits
- Corporate Governance Ratings
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Corporate Social Responsibility
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- Company Objectives
- Decision Making Structures
- Tone-At-The-Top
- Stakeholder Responsibility
- Reporting Transparency
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Comprehensive Corporate Compliance Programs
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- A “Top-Down” Approach
- Enterprise Risk Assessments
- Risk-Based Internal Auditing and Monitoring
- Resources
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Continuing Education Credits
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This group-live seminar is recommended for 16 hours of Accounting and Auditing credit.
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.
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Who Should Attend?
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This seminar is ideal for accounting, auditing and financial professionals including:
- CFO’s, treasurers, controllers and accounting staff
- Financial VPs, directors, managers, analysts and their staff
- Independent auditors; compliance officers, internal auditors and government regulators
- Board members, corporate counsel and their staff, and SEC attorneys should plan to attend.
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Seminar Prerequisites
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Course Level: Basic. Prerequisites: None. No Advanced Preparation Required.
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Instructor
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In-house Presentations ...
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If you have a group of 12 or more employees
who need to learn Understanding Effective
Sarbanes - Oxley Ongoing Compliance or
need other financial training, then NCCE’s
customized training is the cost effective solution.
Bring this seminar in-house to transform
your finance and accounting department into
a world-class operation.
Some of our past in-house clients include
Hewlett-Packard, Stanley Tools, Harley-Davidson,
Fortune Magazine, Deloitte-Touche,
General Mills and Motorola.
For more information or to schedule a custom in-house program, email NCCE at contact@nccetraining.com or telephone 800-635-9615.
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