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Sarbanes-Oxley Act of 2002. Paul Sarbanes. Maryland’s Democratic Senior Senator Chairman of the Senate Banking, Housing, and Urban Affairs Committee Pushed for the establishment of an accounting oversight board. Michael Oxley. Congressman, Fourth Ohio District
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Paul Sarbanes • Maryland’s Democratic Senior Senator • Chairman of the Senate Banking, Housing, and Urban Affairs Committee • Pushed for the establishment of an accounting oversight board
Michael Oxley • Congressman, Fourth Ohio District • Chairman of the House Committee on Financial Services • Oxley’s committee was the first to hold hearings on the fraud at Enron and WorldCom
Purpose of the Legislation • To ensure auditor independence • To provide higher levels of accuracy in corporate financial reporting • To promote responsible conduct on the part of corporate officers and directors, auditors, and securities analysts
Public Company Accounting Oversight Board • Appointed and overseen by the SEC • Made up of five, full-time members • Only two of the members can be CPAs • Funded by public companies through mandatory fees • Audit firms must register and pay annual fees
Setting the Standards • The Board will issue/adopt standards set by other groups or organizations • Quality control • Ethics • Independence • Standards “necessary” to protect the public interest
The Accounting Police • The Board is empowered to regularly inspect the operations of accounting firms • Investigate potential violations of securities laws, standards, competency and conduct
The Greater Role of the Audit Committee • The Act requires auditors to be hired and overseen by an audit committee • Members of the audit committee must be independent of the CEO and other corporate executives • The audit committee must approve all services to be performed by the accounting firm
The CEO & CFO Must • Certify that the corporation’s financial reports fairly present the company’s operations and financial condition • Divulge bonuses, other incentive based-bonuses, and profits on stock sales
The CEO & CFO Must Not • Coerce auditors into creating misleading financial statements • Accept loans from the company
The New Role of the Auditor • Lead audit partners must be rotated every five years • A second auditor must provide a thorough second review of every audit report • Cannot offer certain non-audit services to clients • Must maintain audit workpapers for at least five years
Non-Compliance: Ernst & Young • Violated auditor independence rules by working too closely with an audit client • A judge barred E&Y from accepting new SEC-registered audit clients for six months • Pay $1.7 million in disgorgement