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Featuring Key Strategies to:
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Reduce Corporate Fraud and Audit Fees
While Assuring Compliance With
New Corporate Governance Procedures
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What you'll learn...
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- Implementation of Sec. 404
- New emphasis on internal control and the COSO framework
- Comprehensive analysis of S-OX impact on accounting/financial professionals
- New financial reporting and auditing requirements
- Impact on international and non-public companies
- Compliance guidelines, timelines and software to assist with implementation
- Prohibited activities; conflict of interest — auditor and corporate officers
- Corporate governance, code of ethics and whistleblower provisions
- New audit committee requirements
- Stricter rules for fraud discovery and reporting under S-OX
- Comprehensive analysis of SAS 99; new required procedures to detect fraud
- The Dirty Dozen: Graphic Case Studies of 12 Typical Major Frauds
- Preventing and detecting the most common types of fraud
- 10 Strategies or Tactics to Significantly Reduce Audit Fees
The passage of the Sarbanes-Oxley Bill raises the level of knowledge and performance required for CPAs and financial professionals and has a profound impact on the organizations they serve. CPAs and financial professionals must thoroughly understand the provisions of this act and the new requirements in the area of internal control and fraud if they plan to have a leadership role in top management and corporate governance.
This seminar is designed for the accountant, auditor or financial professional who would like to: (1) thoroughly understand the Sarbanes-Oxley Act; (2) understand the new internal control requirements under The Act, and how to implement Sec. 404 ; (3) understand the relationship between Sarbanes-Oxley and corporate fraud; (4) understand the new requirements related to the detection of fraud under SAS 99; and (5) have a clear understanding of how the most common types of corporate fraud transpire.
Corporations who want their accounting and financial professionals to learn:
- At least ten proven strategies to reduce corporate audit fees
- How to detect and prevent corporate fraud
should plan to send their accounting, internal audit and financial professionals to this seminar. Savings generated by understanding the above two items can easily pay for the cost of this seminar several times over.
At this practical seminar accounting and financial professionals will get an overview of all 11 sections of The Act and a very clear understanding of the key provisions of The Act. You will then focus on understanding the scope of the Public Company Accounting Oversight Board (PCAOB) and why privately held corporations and even non profit entities need to understand Sarbanes-Oxley and SAS 99.
Next you will gain a thorough understanding of the new corporate governance requirements, specifically: (1) ethics issues for both the auditors and corporate officers; (2) the audit committee’s new required functions including the new whistle blower provisions; and (3) new enhanced disclosure requirements for financial reporting.
You will then study and learn the nuts-n-bolts aspect of The Act that directly impact the finance and accounting profession such as: (1) The COSO Report recommendations; (2) how to implement Sec. 404 of the Act; (3) software that can help with rapid implementation; (4) check lists and dates for required annual action; and (5) the relationship between The Act and SAS 99.
Next you will examine SAS 99 and how this standard impacts both auditors and management. You will learn how to identify and assess fraud risks; an important issue whether your are an auditor or corporate management. We will also review ten strategies or tactics to significantly reduce audit fees. You will then learn how to detect eight of the most common fraud schemes. We will conclude this two-day skill-based seminar with case studies of “The Dirty Dozen” — twelve of the most devious major frauds to ever transpire.
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Seminar Agenda
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Sarbanes-Oxley Background
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- AICPA self regulation; audit independence; consulting fees; conflicts of interest
- Corporate boards and audit committees
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Sarbanes-Oxley Overview
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- Brief Review: Sections I through XI
- Impact on SEC Auditors: prohibited activities
- Public Company Accounting Oversight Board (PCAOB)
- CEO and CFO certification of financials
- New required financial disclosures
- New corporate governance responsibilities
- Attorney responsibilities when SEC clients violate security laws
- Criminal penalties: up to 25 years for fraud
- Trickle-down impact on private companies: (1) state regulations; (2) GAAP, GAAS and FASB
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Understanding Key Sections of the Sarbanes-Oxley Act
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- Section 101: PCAOB; Oversight Board Membership and Duties
- Section 102-108: Board Duties and Quality Control for Accountants
- Section 201; 203: Auditor Independence and Prohibited Activities; Audit Partner Rotation
- Section 301: Audit Committees/Requirements
- Section 302: Certification of Financials
- Section 401-403: Enhanced Disclosures
- Section 404: Management Assessment of Internal Controls; COSO framework
- Section 406: Management Code of Ethics and assessment tools
- Section 806: Whistleblower Protection
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The PCAOB—Comprehending the Total Scope of Sec. 101-106
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- Membership of Board
- Regulatory authority, the promulgation (or repeal) of auditing and accounting standards and impact on private companies; relationship to SEC
- Board’s responsibilities, required inspections, disciplinary proceedings, enforcement powers
- Auditor registration and required disclosures
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Auditor Issues: Independence/Conflict of Interest—Compliance with Sec. 201-206
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- Retention of records for Audits and Reviews
- Second partner review; partner rotation
- Required Examination and Report on Internal Control
- Report to the Audit Committee – Required Information
- Partner compensation limitations
- Auditor to CFO/Controller, etc.: Cooling off period
- Prohibited activities: consulting/other
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Audit Committee Function— Understanding Sec. 301
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- Composition and prohibited activities
- Responsibilities regarding oversight of independent audit; relation to internal auditors
- Structure for handling complaints and confidential information from employees
- Audit committee financial expert requirements
- Audit committee 30-point check list
- Annual calendar of required actions
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Corporate Accountability: Certification and Disclosure—Implementing Sec. 302
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- CEO/CFO Certification process including acknowledgement of:
- Responsibility for internal controls
- Disclosures of weakness or fraud
- Streamlining procedures
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Prohibited Activities for Corporate Officers—Compliance with Sec. 303-306
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- Prohibited trading provisions
- Prohibited personal loans and bonuses
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Required Enhanced Disclosures—Compliance with Sec. 401-403;406;407
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- Material Correcting Adjustments
- Off balance sheet transactions (as defined by Sec. 401 (a) of the Act)
- Relationships with unconsolidated entities; related party transactions
- Pro forma information
- Statistics and operating measures: non-GAAP financial measures
- Approved non audit service fees
- Code of ethics (Sec. 406) for senior officers
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Assessing the Internal Control Environment—Implementing Sec. 404
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- Overview of COSO Report Recommendations
- Revision of Internal Control Standards:
Five Components:
- Control environment
- Risk Assessment
- Control Activities
- Information and Communication
- Monitoring
- Sources for checklists
- Evaluating and testing internal control
- Sources for detailed internal audit program
- Evaluating risks and control; and reporting
- CFO and Controller 20-point check list
- Annual calendar of required management actions
- Review of commercial software for rapid implementation
- Saving on Audit Fees: 10 ways to support and aid the independent auditors
- Independent auditor requirements for Section 404 Compliance (how much study and testing)
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Whistleblower Protection— Implementing Sections 301.4 and 806
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- Developing tools and communication strategies
- Monitoring complaints and questions
- Integration into HR policy and procedures
- Outsourcing
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Understanding SAS 99: Consideration of Fraud
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- Relationship to Sarbanes-Oxley Act and to SAS No. 1; Sec. 320 on Internal Control
- Characteristics of fraud/risk factors:
- Fraudulent-financial-reporting
- Asset misappropriation schemes
- Fraud audits vs. Financial-statement audits
- Types of material misstatements
- Three fraud risk factors to analyze
- Pressures/incentives risk factors
- Opportunity risk factors
- Attitude/rationalization risk factors
- Audit-team brainstorming about fraud
- Gathering evidence about fraud and risk
- Auditor inquires: management, audit committee, and internal audit
- Analytical procedures (SAS 56)
- Testing in an unpredictable manner
- Testing for management overrides
- Assessing fraud risk and control factors
- Responding to fraud-assessment results
- Overall responses to identified risks
- Nature, timing, and extent of audit-procedures responses:
- Misappropriation-of-assets and fraudulent-financial-statement risk responses
- Responses to specific types of fraud (revenue recognition, business rationale for transactions, ending inventory, disclosure failures, concealed liabilities and losses, management override of controls, JE’s, accounting estimates, more!)
- Evaluating audit evidence for sufficiency
- Communicating results to management and the audit committee
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How To Prevent and Detect the most common fraud schemes
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- Skimming, cash larceny and check tampering
- Disbursement and billing schemes
- Payroll and expense reimbursement schemes
- Conflicts of interest, kickbacks and bribery
- Manipulating inventory and other assets
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The Dirty Dozen: Graphic Case Studies and Analysis of 12 Major Frauds
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Sarbanes Oxley Resources/Web Sites
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CPE Credits...
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This seminar is recommended for 16 hours of Auditing CPE 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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Financial, accounting and audit professionals who work with either public or private entities should plan to attend this comprehensive course, including:
- CFOs, Treasurers, Controllers
- Accounting Managers and staff
- Auditors: Internal and Independent
- Financial VPs, Managers, and Analysts
- Corporate Counsel and SEC attorneys
Anyone who would like a clear, comprehensive understanding of:
- The Sarbanes-Oxley Act of 2002
- Various Internal Control Frameworks
- How to Implement Sec. 404
- How To Detect and Prevent Fraud
- SAS 99 Requirements
should plan to attend.
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Seminar Prerequisites
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Course Level: Overview. Prerequisites: None.
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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 understand Sarbanes-Oxley; SAS 99 or how to implement Sec. 404 or other financial training, then NCCE’s customized training is the cost effective solution for your organization. Bring Understanding Sarbanes-Oxley and SAS 99 in house and insure that your staff has the technical skills necessary to assure compliance with the new corporate governance requirements and to detect and prevent fraud. Custom programs can be tailored for 4, 8, 12 or 16 hour presentations.
Some of the organizations who have taken advantage of NCCE’s custom training include: Stanley Tools; US Small Business Administration; Oracle; Hewlett-Packard; Deloitte & Touche and law firms such as: Jones, Day, Reavis & Pogue; Weil, Gotshal & Manges; Irell & Manella; and King and Spalding.
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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