普华永道Internal Control SarbanesOxley Act.ppt

Internal Control Sarbanes-Oxley Act  Antwerp, April 14, 2004 Agenda Background The Sarbanes-Oxley Act - An Overview Approach to 404 readiness Background Congressional Votes Sarbanes-Oxley Act Yes 522 No 3 Not voting 9 Criminal Penalties Escaping from prison 1 to 2 years Kidnapping involving ransom 3 to 5 years Second degree murder 11 to 14 years Air piracy 20 to 25 years Is all wisdom coming from the US…? The Sarbanes-Oxley ActAn Overview Titles of the Act Public Company Accounting Oversight Board Auditor Independence Corporate Responsibility Enhanced Financial Disclosures Analyst Conflicts of Interest Commission Resources and Authority Studies and Reports Corporate and Criminal Fraud Accountability White Collar Crime Penalty Corporate Tax Returns Corporate Fraud and Accountability SOX: Who will be affected and how? Executives: Responsibility for financial reporting and keeping the markets informed Certifications: - 302 “Disclosure controles procedures” - 404 “Internal controls for financial reporting” - 906 “CEO/CFO’s written statement on fairness” Implement Code of Ethics and whistleblower procedure Supervisory Board: Enhanced oversight Appointment of a “financial expert” Auditors: Independence Attestation on internal controls SOX: Section 302 certification  Section 302 requires (starting March 2002): Quarterly certification by the CEO / CFO regarding the completeness and accuracy of quarterly reports as well as the nature and effectiveness of disclosure controls and procedures (DCP) supporting the quality of information included in such reports Representations by CEO and CFO as required by Section 302 to include: Review of report: no untrue statement or omission of facts fair presentation of financial position, results and cash flow Responsibility for design and maintenance of controls controls effective during 90 days prior to filing Disclosure of deficiencies in internal control and fraud to AC and auditor S