SARBANES-OXLEY: A BRIEF OVERVIEW. On July 30, 2002, the United States Congress passed, by a nearly unanimous
|
|
- Ami McDaniel
- 6 years ago
- Views:
Transcription
1 SARBANES-OXLEY: A BRIEF OVERVIEW On July 30, 2002, the United States Congress passed, by a nearly unanimous vote, the Public Accounting Reform and Investor Protection Act of 2002", commonly known as the Sarbanes-Oxley Act. 15 U.S.C.A. 7201, et. seq. Congress passed the Act in reaction to the corporate accounting scandals of Enron, WorldCom, and Global Crossing. Its effect is to significantly modify federal regulation of the accounting profession and of corporate governance, areas previously left to regulation by the States. It also impacts attorney-client relations as a result of its attorney disclosure requirements. This article will discuss the impact of Sarbanes-Oxley on (1) publicly traded companies ( issuers ) 1 ; (2) CPA firms that audit publicly traded companies; and (3) attorneys who work for or have clients that are publicly traded companies. 2 Accountants are now subject to oversight by a Public Company Accounting Oversight Board. This is a self-regulating body for the accounting profession whose purpose is to establish auditing standards and impose discipline on that profession. The Board is a private body, a non-profit corporation, which is subject to SEC oversight. It has five members, all of whom are appointed by the SEC and each of whom serves a five year term. All accounting firms who prepare audit reports for publicly traded companies must register with the Board and maintain this registration. The duties of the Board include establishing auditing, quality control, ethics, and independence standards for the preparation of audit reports. It is also the Board s duty 1 Under the Act, this includes their employees, officers, and 10% owners. 2 The provisions dealing with brokers, dealers, investment bankers and financial analysts who work for these companies are not addressed herein.
2 to inspect, investigate, and discipline public accounting firms and to enforce compliance with the Act. One of the principal goals of Sarbanes-Oxley was to strengthen auditor independence. To accomplish that goal, the Act prohibits accounting firms from providing certain non-audit services contemporaneous with auditing any public company. Examples of the non-audit services which are prohibited are bookkeeping services, actuarial services, investment services, appraisal or valuation services, human resource services, and legal services unrelated to the audit. The Act also prohibits an accounting firm from auditing any public company whose CEO, CFO, or controller was at any time in the past year, an employee of the accounting firm. Further, the Act requires that auditors rotate the position of lead audit partner every five years. The Act has wide ranging effects on the publicly traded companies themselves. Sarbanes-Oxley strengthens the powers and responsibilities of the company s audit committee and mandates that the audit committee be composed exclusively of independent directors. It requires that CEO s and CFO s certify in every annual and quarterly report that they have reviewed the report and that the reports do not contain untrue statements or omissions of material facts. The Act imposes enhanced criminal sanctions for certifications that are knowingly false. Sarbanes-Oxley requires that the reporting company make real time disclosures of material changes in their financial condition and to report off-balance sheet transactions that might have a material effect on the financial health of the company. Sarbanes-Oxley makes it unlawful for an officer or director to take any action to fraudulently influence, coerce, manipulate, or mislead the auditing CPA firm. The Act empowers the SEC to prohibit non-compliant companies
3 from being listed on national security exchanges. Attorneys are affected by Sarbanes-Oxley in one particular manner. Section 307 of the Act provided that the SEC should issue rules setting forth minimum standards of professional conduct for attorneys appearing and practicing before the Commission in any way in the representation of issuers U.S.C.A (emphasis added). The Act requires that the SEC include a rule (1) requiring an attorney to report evidence of a material violation of securities law or breach of fiduciary duty or similar violation by the company or any agent thereof to the chief legal counsel or chief executive officer of the company and (2) if the counsel or officer does not appropriately respond to the evidence, to the audit committee of the board of directors... or to another committee of the board of directors comprised solely of directors not employed directly or indirectly by the issuer, or to the board of directors. 15 U.S.C.A (emphasis added). In accordance with Section 307, the SEC enacted rules governing attorney action. These rules can be found at 17 C.F.R The rules define several of the key terms of Section 307. Appearing and practicing before the Commission is not as narrowly defined as one might initially suspect. Briefly, under 17 C.F.R (a), this phrase means (i) appearing and practicing before the Commission; (ii) representing an issuer in a Commission proceeding or in connection with any Commission investigation; (iii) providing advice regarding any document that the attorney has notice will be filed with or submitted to or incorporated into any document to be filed with or submitted to the Commission; or, (iv) advising an issuer as to whether information is required.
4 Evidence of a material violation is defined with double negatives that make it difficult to follow: credible evidence, based upon which it would be unreasonable, under the circumstances, for a prudent and competent attorney not to conclude that it is reasonably likely that a material violation has occurred, is ongoing, or is about to occur. In other words, it means credible evidence based upon which a prudent and competent attorney would reasonably conclude that it is reasonably likely that a violation has occurred, is occurring, or is about to occur. The phrase appropriate response is given a multi-part definition. Under 17 C.F.R an appropriate response means a response to an attorney regarding reported evidence of a material violation as a result of which the attorney reasonably believes (1) that no material violation has occurred, is occurring, or is about to occur; (2) that the company has adopted appropriate remedial measures; or (3) that the company has retained an attorney to review the reported evidence. An issue arising out of Section 307 and its regulations is the extent to which they impose obligations on attorneys which are in addition to or in conflict with State Rules of Professional Conduct. Rule 1.13(b) of the Alabama Rules of Professional Conduct provides that if a lawyer for an organization knows that an officer, employee, or any person associated with the organization is engaged in action, intends to act, or refuses to act related to the representation that is a violation of a legal obligation to the organization or a violation of law which reasonably might be imputed to the organization and is likely to result in substantial injury to the organization, the lawyer shall proceed as is reasonably necessary in the best interest of the organization. The rule provides a list of measures the lawyer can consider, but no specific action is required.
5 The Comments to Rule 1.13 are similar to the regulations under Section 307. Under Rule 1.13, one finds these comments: when the lawyer knows that the organization may be substantially injured by action of a constituent that is violation of law... it may be reasonably necessary for the lawyer to ask the constituent to reconsider the matter. If that fails, the Comments suggest that the lawyer may need to have the matter reviewed by higher authority in the organization. Unlike Section 307, whether to have the matter reviewed is left more to the discretion of the lawyer. Rule 1.13 does not provide a precise statement of a corporate ladder that must be climbed. Rather, the Comments state that clear justification should exist for seeking review over the head of the constituent normally responsible for it. The stated policy of the organization may define circumstances and prescribe channels for such review.... Even in the absence of organizational policy, however, the lawyer may have an obligation to refer a matter to higher authority, depending on the seriousness of the matter and whether the constituent in question has apparent motives to act at variance with the organization s interest. The Comments to Rule 1.13 further state that review by the chief executive officer or by the board of directors may be required when the matter is of importance commensurate with their authority. At some point it may be useful or essential to obtain an independent legal opinion. In an extreme case, it may be reasonably necessary for the lawyer to refer the matter to the organization s highest authority. Ordinarily, that is the board of directors or similar governing body. The potential for a conflict between the obligations under Sarbanes-Oxley and those under State Rules of Professional Conduct is in part addressed by Rule 205.6(c) of the SEC regulations. It states that an attorney who complies in good faith with the
6 provisions of this part shall not be subject to discipline or otherwise liable under inconsistent standards imposed by any state or other United States jurisdiction where the attorney is admitted or practices. At one time there was some suggestion that the regulations under Section 307 would include a noisy withdrawal provision. The original rules proposed by the SEC included such a provision when the corporate ladder did not respond appropriately. Enactment of these rules were postponed for further public comment due to extensive criticism from attorneys.
What Real Estate Lawyers Need to Know About the Sarbanes-Oxley Act of 2002
What Real Estate Lawyers Need to Know About the Sarbanes-Oxley Act of 2002 Ann M. Saegert Dennis R. Cassell Bart J. Biggers Peter D. Christofferson Haynes and Boone, LLP 2505 North Plano Road, Suite 4000
More informationSARBANES-OXLEY ACT OF 2002 WHAT YOU NEED TO KNOW NOW
SARBANES-OXLEY ACT OF 2002 WHAT YOU NEED TO KNOW NOW On Tuesday, July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of 2002, one of the most sweeping revisions of the federal securities
More informationLegal Alert: Congress Passes The Sarbanes Oxley Act of 2002
Legal Alert: Congress Passes The Sarbanes Oxley Act of 2002 On July 25, 2002, Congress passed the Sarbanes-Oxley Act of 2002 (the Act ) and President Bush signed the Act into law on July 30, 2002. The
More informationKERNS, PITROF, FROST & PEARLMAN, L.L.C.
KERNS, PITROF, FROST & PEARLMAN, L.L.C. ATTORNEYS AT LAW 333 WEST WACKER DRIVE SUITE 1840 CHICAGO, ILLINOIS 60606 DIRECT DIAL: 312-261-4552 TEL. 312-261-4550 E-MAIL: epitrof@kpfplaw.com FAX: 312-261-4565
More informationFried, Frank, Harris, Shriver & Jacobson August 26, 2003
August 26, 2003 Timeline Effective Dates for Implementing The Sarbanes-Oxley Act of 2002 ("SOX") and New and Proposed SEC, NYSE & Nasdaq Rules for Non-U.S. Issuers Disclosure 1. CEO/CFO certification A.
More informationTHE SARBANES-OXLEY ACT OF 2002 AND THE IMPACT ON PUBLIC EMPLOYEE RETIREMENT SYSTEMS
Presentation at State Association of County Retirement Systems SACRS THE SARBANES-OXLEY ACT OF 2002 AND THE IMPACT ON PUBLIC EMPLOYEE RETIREMENT SYSTEMS Presented by Thomas A. Hickey, III Kirkpatrick &
More informationProposed Amendments: N.J.A.C. 11: through 26.6 and 26.9 through 26.14
INSURANCE DEPARTMENT OF BANKING AND INSURANCE OFFICE OF SOLVENCY REGULATION Annual Audited Financial Reports Proposed Amendments: N.J.A.C. 11:2-26.1 through 26.6 and 26.9 through 26.14 Proposed New Rules:
More informationTHE SARBANES-OXLEY ACT OF 2002 Summary of Key Provisions of Interest to Internal Auditors
THE SARBANES-OXLEY ACT OF 2002 Summary of Key Provisions of Interest to Internal Auditors Sec. 1. Short title; table of contents. The Sarbanes-Oxley Act of 2002. Sec. 2. Definitions. Defines terms used
More information35th Annual Federal Securities Institute. February 7-8, Dealing With the SEC s Standards of Professional Conduct for Attorneys
35th Annual Federal Securities Institute February 7-8, 2017 Dealing With the SEC s Standards of Professional Conduct for Attorneys By Stanley Keller Locke Lord LLP Boston, Massachusetts Dealing With the
More informationNEW YORK STATE INSURANCE DEPARTMENT 11 NYCRR 89 REGULATION NO. 118 AUDITED FINANCIAL STATEMENTS
NEW YORK STATE INSURANCE DEPARTMENT 11 NYCRR 89 REGULATION NO. 118 AUDITED FINANCIAL STATEMENTS I, James J. Wrynn, Superintendent of Insurance of the State of New York, pursuant to the authority granted
More informationCongress Passes the Sarbanes-Oxley Act of 2002
Law and Business Review of the Americas Volume 9 2003 Congress Passes the Sarbanes-Oxley Act of 2002 Neil S. Lang Sarah B. Estes Follow this and additional works at: http://scholar.smu.edu/lbra Recommended
More informationGCD. Investment Management Update. Gardner Carton & Douglas. New Audit Committee Financial Expert Requirements
GCD Gardner Carton & Douglas A Service to Our Clients and Friends Investment Management Update February 2003 New Audit Committee Financial Expert Requirements The SEC is requiring funds to disclose in
More informationAct language and concepts. David T. Mittelman
The Sarbanes-Oxley Act language and concepts David T. Mittelman The Sarbanes-Oxley Act of 2002 Public Company Accounting Reform and Corporate Responsibility Generally seen as the most comprehensive revision
More informationFiduciary Duty, Corporate Scandals, SOX and the Non-For-Profit
HCCA Audit and Compliance Committee Conference Fiduciary Duty, Corporate Scandals, SOX and the Non-For-Profit P R E S E N T E D B Y: Daniel R. Roach V.P. Compliance & Audit Catholic Healthcare West TOPICS
More informationRIMINI STREET, INC. AUDIT COMMITTEE OF THE BOARD OF DIRECTORS AUDIT AND NON-AUDIT SERVICES PRE-APPROVAL POLICY
A. Statement of Principles RIMINI STREET, INC. AUDIT COMMITTEE OF THE BOARD OF DIRECTORS AUDIT AND NON-AUDIT SERVICES PRE-APPROVAL POLICY Amended and Approved as of September 13, 2017 Under the Sarbanes-Oxley
More informationIntroduction. Learning Objectives. Slide 1 F I F T E E N T H E D I T I O N. Slide 2. Slide 3
Slide 1 F I F T E E N T H E D I T I O N TheLegal & Regulatory Environment of Business Chapter 15 Sarbanes-Oxley and Securities Regulations REED SHEDD PAGNATTARO MOREHEAD McGraw-Hill/Irwin Copyright 2010
More informationState of Rhode Island and Providence Plantations DEPARTMENT OF BUSINESS REGULATION Division of Insurance 1511 Pontiac Avenue Cranston, RI 02920
Table of Contents State of Rhode Island and Providence Plantations DEPARTMENT OF BUSINESS REGULATION Division of Insurance 1511 Pontiac Avenue Cranston, RI 02920 INSURANCE REGULATION 87 ANNUAL FINANCIAL
More informationCh. 147 INSURERS FINANCIAL REPORT CHAPTER 147. ANNUAL FINANCIAL REPORTING REQUIREMENTS
Ch. 147 INSURERS FINANCIAL REPORT 31 147.1 CHAPTER 147. ANNUAL FINANCIAL REPORTING REQUIREMENTS Sec. 147.1. Purpose. 147.2. Definitions. 147.3. Filing and extensions for filing required reports and communications.
More informationSARBANES OXLEY ACT OF 2002 (PL ) AND IMPACT ON THE IT AUDITOR
EDP AUDITING SARBANES OXLEY ACT OF 2002 (PL 107-204) AND IMPACT ON THE IT AUDITOR Frederick Gallegos, CISA, CGFM, CDE INSIDE Major Points from the Sarbanes Oxley Act of 2002; Criminal Intent; Legal Implications
More informationSEC PUBLISHES FINAL RULES REGARDING AUDITOR INDEPENDENCE
January 31, 2003 SEC PUBLISHES FINAL RULES REGARDING AUDITOR INDEPENDENCE On January 28, 2003, the SEC published its final rules pursuant to Section 208 of the Sarbanes- Oxley Act of 2002 (the Act ), which
More informationAMENDED AND RESTATED CODE OF ETHICS FOR APOLLO INVESTMENT CORPORATION
AMENDED AND RESTATED CODE OF ETHICS FOR APOLLO INVESTMENT CORPORATION Section I. Statement of General Fiduciary Principles This Amended and Restated Code of Ethics (the Code ) has been adopted by Apollo
More informationCODE OF ETHICS FOR APOLLO TACTICAL INCOME FUND INC.
CODE OF ETHICS FOR APOLLO TACTICAL INCOME FUND INC. Section I. Statement of General Fiduciary Principles This Code of Ethics (the Code ) has been adopted by Apollo Tactical Income Fund Inc. (the Fund )
More informationBUSINESS ENTITY COMPLIANCE & GOVERNANCE
Knowledge Share BUSINESS ENTITY COMPLIANCE & GOVERNANCE 2015 SEMINAR REFERENCE BOOK Business Entity Compliance & Governance 2015 Table of Contents I INTRODUCTION 2 II COMPLIANCE 3 III GOVERNANCE 22 IV
More informationCorporate Officers & Directors Liability
LITIGATION REPORTER LITIGATION REPORTER Corporate Officers & Directors Liability COMMENTARY REPRINTED FROM VOLUME 22, ISSUE 6 / SEPTEMBER 18, 2006 The SEC s New Executive Compensation Disclosure Rules:
More informationSARBANES-OXLEY UPDATE. I. Disclosure of Off-Balance Sheet Arrangements... 2
NEWS ALERT SARBANES-OXLEY UPDATE This advisory summarizes the requirements of recent rule proposals that have been made pursuant to the Sarbanes-Oxley Act of 2002 ( Sarbanes-Oxley ). Although the proposed
More informationCORPORATE GOVERNANCE, ETHICAL CONDUCT AND PUBLIC DISCLOSURES IN THE POST-ENRON ERA ---- CHANGING THE WAY CORPORATE AMERICA OPERATES
CORPORATE GOVERNANCE, ETHICAL CONDUCT AND PUBLIC DISCLOSURES IN THE POST-ENRON ERA ---- CHANGING THE WAY CORPORATE AMERICA OPERATES Prepared By Michael M. Boone Haynes and Boone, LLP And Gregory R. Samuel
More informationIndependent Auditor Policy Nationwide Mutual Insurance Company Nationwide Mutual Fire Insurance Company Nationwide Corporation
Independent Auditor Policy Nationwide Mutual Insurance Company Nationwide Mutual Fire Insurance Company Nationwide Corporation The Independent Auditor Policy (the Policy ) of Nationwide Mutual Insurance
More informationJumpstart Our Business Startups Act Makes Significant Changes to Capital Formation, Disclosure and Registration Requirements
Legal Update April 5, 2012 Jumpstart Our Business Startups Act Makes Significant Changes to Capital Formation, The Jumpstart Our Business Startups Act, or JOBS Act, was signed by President Obama on April
More informationDubai Financial Services Authority 2011 Regional Audit Conference
Dubai Financial Services Authority 2011 Regional Audit Conference 1 Introduction George Botic, Deputy Director Santina Rocca, Senior Advisor 2 Caveat The views we express are our individual views and do
More informationUnderstanding and Complying with the Sarbanes- Oxley and NYSE and Nasdaq Requirements Affecting Audit Committees
Understanding and Complying with the Sarbanes- Oxley and NYSE and Nasdaq Requirements Affecting Audit Committees March 21, 2003 Distributed By: The Corporate and Securities Group SCHIFF HARDIN LLP 6600
More informationUNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION
UNITED STATES OF AMERICA Before the SECURITIES AND EXCHANGE COMMISSION SECURITIES ACT OF 1933 Release No. 9565 / March 27, 2014 SECURITIES EXCHANGE ACT OF 1934 Release No. 71823 / March 27, 2014 ACCOUNTING
More informationChapter Four. AICPA Code of Professional Conduct. McGraw-Hill/Irwin. Copyright 2011 by The McGraw-Hill Companies, Inc. All rights reserved.
Chapter Four AICPA Code of Professional Conduct McGraw-Hill/Irwin Copyright 2011 by The McGraw-Hill Companies, Inc. All rights reserved. Investigations of the Profession High profile frauds in the 1970s,
More information8/20/2002. Changes from the Initial NYSE Proposal Morrison & Foerster LLP. All Rights Reserved.
NYSE Adopts Changes to its Corporate Governance and Listing Standards; Differences between Current NYSE and Nasdaq Proposals and Sarbanes-Oxley Act Requirements 8/20/2002 Corporate, Financial Institutions
More informationCHARTER OF THE AUDIT JOINT COMMITTEE OF THE BOARDS OF DIRECTORS OF FIFTH THIRD BANCORP AND FIFTH THIRD BANK
As Approved by the Boards of Directors of Fifth Third Bancorp on March 14, 2016 and of Fifth Third Bank on March 14, 2016 CHARTER OF THE AUDIT JOINT COMMITTEE OF THE BOARDS OF DIRECTORS OF FIFTH THIRD
More informationThis memorandum updates and supersedes our similarly titled memorandum dated January 10, 2003.
APPLICATION OF THE SARBANES-OXLEY ACT TO VOLUNTARY FILERS OF PERIODIC REPORTS WITH THE SEC 1 SIMPSON THACHER & BARTLETT LLP JUNE 23, 2003 The Securities and Exchange Commission, through its rules and informal
More informationRecent Rulemaking Activity by the Securities and Exchange Commission Under the Sarbanes-Oxley Act of 2002
Recent Rulemaking Activity by the Securities and Exchange Commission Under the Sarbanes-Oxley Act of 2002 Peter L. Welsh, Ropes & Gray, Boston, Massachusetts* Co-Chair, Corporate Governance Subcommittee
More informationLast Updated: August SOUTH CAROLINA GOVERNANCE PRINCIPLES Wyche, P.A. Eric K. Graben
Last Updated: August 2013 SOUTH CAROLINA GOVERNANCE PRINCIPLES Wyche, P.A. Eric K. Graben Table of Contents 1. The Sarbanes-Oxley Good Governance Principles 2. IRS Encourages Good Governance Policies 3.
More informationCRS Report for Congress
Order Code RL31554 CRS Report for Congress Received through the CRS Web Corporate Accountability: Sarbanes-Oxley Act of 2002: (P.L. 107-204) August 27, 2002 Michael V. Seitzinger and Elizabeth B. Bazan
More informationNova Law Review. Sarbanes-Oxley: A Primer for Public Companies, and Their Officers and Directors, and Audit Firms. Robert C.
Nova Law Review Volume 28, Issue 3 2004 Article 8 Sarbanes-Oxley: A Primer for Public Companies, and Their Officers and Directors, and Audit Firms Robert C. Brighton Copyright c 2004 by the authors. Nova
More information2006 NON PROFIT MANAGEMENT CENTER. August 2006
2006 NON PROFIT MANAGEMENT CENTER August 2006 1 Regulation 2 Table of Contents SOX Impact Texas States Matrix ACCOUNTABILITY History Budget Audit Committee Finance Internal Control Internal Audit Budget
More informationComparison of the Frank and Dodd Bills
March 19, 2010 Congressional Watch: Senator Dodd Introduces Financial Stability Bill Calling for SEC Proxy Access Authority and Other Governance and Executive Compensation Reforms On March 15, 2010, Senator
More information2006 MUTUAL FUNDS AND INVESTMENT MANAGEMENT CONFERENCE. Sub-Advised Funds: The Legal Framework
2006 MUTUAL FUNDS AND INVESTMENT MANAGEMENT CONFERENCE I. Introduction Sub-Advised Funds: The Legal Framework Arthur J. Brown * Partner Kirkpatrick & Lockhart Nicholson Graham LLP A fund can internally
More informationTHE HARTFORD DIRECTORS, OFFICERS AND ENTITY LIABILITY INSURANCE APPLICATION (FOR EMERGING MARKET) NEW YORK
, a stock insurance company, herein called the Insurer THE HARTFORD DIRECTORS, OFFICERS AND ENTITY LIABILITY INSURANCE APPLICATION (FOR EMERGING MARKET) NEW YORK NOTICE: THIS IS A CLAIMS-MADE POLICY. THE
More informationTORTOISE CAPITAL ADVISORS, L.L.C. CODE OF ETHICS
Statement of General Policy TORTOISE CAPITAL ADVISORS, L.L.C. CODE OF ETHICS Tortoise Capital Advisors, L.L.C. (the Adviser, we, or us ) seeks to foster a reputation for integrity and professionalism.
More informationINTEGRATED DEVICE TECHNOLOGY, INC. AMENDED AND RESTATED AUDIT COMMITTEE CHARTER
INTEGRATED DEVICE TECHNOLOGY, INC. AMENDED AND RESTATED AUDIT COMMITTEE CHARTER This amendment to the Amended and Restated Audit Committee Charter (this Charter ) was adopted by the Board of Directors
More informationSOX. A Compilation of Selected Bulletins Prepared to Assist Companies in Complying with The Act and The Commission s New Rules
SOX The Sarbanes-Oxley Act of 2002 A Compilation of Selected Bulletins Prepared to Assist Companies in Complying with The Act and The Commission s New Rules [ August 2002 thru May 2003 ] THESCULLINGROUP
More information) ) ) ) ) ) ) ) ) ) )
1666 K Street, N.W. Washington, DC 20006 Telephone: (202 207-9100 Facsimile: (202 862-0757 www.pcaobus.org INSTITUTING DISCIPLINARY PROCEEDINGS, MAKING FINDINGS, AND IMPOSING SANCTIONS In the Matter of
More informationBRIEFING PAPER AUDITOR INDEPENDENCE AND TAX SERVICES ROUNDTABLE JULY 14, 2004
1666 K Street, N.W. Washington, DC 20006 Telephone: (202) 207-9100 Facsimile: (202) 862-8430 www.pcaobus.org AUDITOR INDEPENDENCE AND TAX SERVICES ROUNDTABLE JULY 14, 2004 On the Public Company Accounting
More informationSOX, Corporate Governance and Working with the Board
SOX, Corporate Governance and Working with the Board HCCA Compliance Institute New Orleans, Louisiana April 18, 2005 Lisa Murtha Parente Randolph, LLC Two Penn Center Plaza Suite 1800 Philadelphia, PA
More information) ) ) ) ) ) ) ) ) ) )
1666 K Street, N.W. Washington, DC 20006 Telephone: (202 207-9100 Facsimile: (202 862-0757 www.pcaobus.org INSTITUTING DISCIPLINARY PROCEEDINGS, MAKING FINDINGS, AND IMPOSING SANCTIONS In the Matter of
More informationARNOLD & PORTER UPDATE
ARNOLD & PORTER UPDATE Something Old; Something New Amendments to the SEC s Auditor Independence Rules March 2003 Just two years after adopting controversial and sweeping changes to its auditor independence
More informationAudit and Non-Audit Services Pre-Approval Policy
Audit and Non-Audit Services Pre-Approval Policy I. Statement of Principles VIII. Procedures II. Delegation IX. Additional Requirements III. Audit Services X. Appendix A IV. Audit-related Services XI.
More informationSARAH E. COGAN, CYNTHIA COBDEN, BRYNN D. PELTZ, DAVID E. WOHL & MARISA VAN DONGEN
SEC ADOPTS FINAL RULES APPLICABLE TO REGISTERED INVESTMENT COMPANIES UNDER THE SARBANES-OXLEY ACT: SHAREHOLDER REPORTS, FINANCIAL EXPERTS AND CODES OF ETHICS SARAH E. COGAN, CYNTHIA COBDEN, BRYNN D. PELTZ,
More information) ) ) ) ) ) ) ) AMENDMENTS TO CONFORM THE BOARD'S RULES AND FORMS TO THE DODD-FRANK ACT AND MAKE CERTAIN UPDATES AND CLARIFICATIONS
1666 K Street, N.W. Washington, DC 20006 Telephone: (202) 207-9100 Facsimile: (202) 862-8430 www.pcaobus.org AMENDMENTS TO CONFORM THE BOARD'S RULES AND FORMS TO THE DODD-FRANK ACT AND MAKE CERTAIN UPDATES
More informationImpact of Sarbanes Oxley (SOX) Act on Corporate Governance Practices
Pacific Business Review International Volume 8 issue 6 December 2015 Impact of Sarbanes Oxley (SOX) Act on Corporate Governance Practices Dr. Abhishek Soni Associate Professor Department of Management
More information) ) ) ) ) ) ) ) ) ) )
1666 K Street, N.W. Washington, DC 20006 Telephone: (202 207-9100 Facsimile: (202 862-0757 www.pcaobus.org INSTITUTING DISCIPLINARY PROCEEDINGS, MAKING FINDINGS, AND IMPOSING SANCTIONS In the Matter of
More informationINSIDER TRADING POLICY
INSIDER TRADING POLICY CONSTELLIUM N.V. ST\ASD\13750713.2 1. INTRODUCTION The United States federal securities laws, Dutch securities laws, French securities laws and this Insider Trading Policy prohibit
More informationSarbanes-Oxley Act of Regulation BTR Regulation G Attorney Conduct Rules
Sarbanes-Oxley Act of 2002 Public Company Accounting Reform and Corporate Responsibility (United States Code Title 15, Chapter 98) Regulation BTR Regulation G Attorney Conduct Rules A Red Box Õ Service
More informationFinancial Code of Ethics October 2015
Policy Financial Code of Ethics October 2015 Preamble to Philips Financial Code of Ethics Introduction Koninklijke Philips N.V. (the Company ) has adopted this Financial Code of Ethics (the Financial Code
More informationChapter 01. The Role of the Public Accountant in the American Economy. McGraw-Hill/Irwin
Chapter 01 The Role of the Public Accountant in the American Economy McGraw-Hill/Irwin Copyright 2012 by The McGraw-Hill Companies, Inc. All rights reserved. Assurance services The broad range of information
More information) ) ) ) ) ) ) ) ) ) )
1666 K Street, N.W. Washington, DC 20006 Telephone: (202 207-9100 Facsimile: (202 862-0757 www.pcaobus.org INSTITUTING DISCIPLINARY PROCEEDINGS, MAKING FINDINGS, AND IMPOSING SANCTIONS In the Matter of
More informationThe Sarbanes Oxley Act and non-us issuers: Considerations for international companies
Megan N. Gates is a Senior Associate in the law firm of Mintz, Levin, Cohn, Ferris, Glovsky and Popeo, PC, where she advises clients with respect to public company securities law and corporate governance
More informationSARBANES-OXLEY ACT OF 2002 AND ITS NEW RULES FOR SENIOR MANAGEMENT OCTOBER 3, 2002 WALTER A. LOONEY S IMPSON THACHER & BARTLETT LLP
SARBANES-OXLEY ACT OF 2002 AND ITS NEW RULES FOR SENIOR MANAGEMENT WALTER A. LOONEY SIMPSON THACHER & BARTLETT LLP OCTOBER 3, 2002 The U.S. federal securities laws have traditionally been described as
More informationGovernment of Puerto Rico OFFICE OF THE COMMISSIONER OF INSURANCE Guaynabo, Puerto Rico
Government of Puerto Rico OFFICE OF THE COMMISSIONER OF INSURANCE Guaynabo, Puerto Rico RULE NO. 14-A [Stamped: DEPARTMENT of STATE Number: 7958 Date: December 16, 2010 Approved: Hon. Kenneth D. McClintock
More informationLIFETIME BRANDS, INC. AUDIT COMMITTEE CHARTER
LIFETIME BRANDS, INC. AUDIT COMMITTEE CHARTER ORGANIZATION The Board of Directors (the Board ) of Lifetime Brands, Inc. (the Company ) shall appoint an Audit Committee (the Committee ) of at least three
More information) ) ) ) ) ) ) ) ) ) II.
1666 K Street NW Washington, DC 20006 Office: (202 207-9100 Fax: (202 862-8430 www.pcaobus.org INSTITUTING DISCIPLINARY PROCEEDINGS, MAKING FINDINGS, AND IMPOSING SANCTIONS In the Matter of Gökhan Alpman,
More informationLegal Alert: Sarbanes-Oxley Act Certification Requirements and Best Practices September 12, I. Introduction
Legal Alert: Sarbanes-Oxley Act Certification Requirements and Best Practices September 12, 2002 I. Introduction Since the Sarbanes-Oxley Act of 2002 (the Act ) became law on July 30, 2002, much attention
More informationSEC Proposes New Rules To Implement Provisions of the Sarbanes-Oxley Act Regarding Service of Financial Experts on Audit Committees, Codes of Ethics
SEC Proposes New Rules To Implement Provisions of the Sarbanes-Oxley Act Regarding Service of Financial Experts on Audit Committees, Codes of Ethics and Internal Controls October 30, 2002 SEC Proposes
More informationRiverNorth Opportunities Fund, Inc. (the Fund ) 17j-1 CODE OF ETHICS
Code of Ethics I. Purpose of the Code of Ethics RiverNorth Opportunities Fund, Inc. (the Fund ) 17j-1 CODE OF ETHICS This code is based on the principle that, you as an Access Person of the Fund, will
More informationCONDUCTING INTERNAL INVESTIGATIONS GATHERING EVIDENCE AND PROTECTING YOUR COMPANY
CONDUCTING INTERNAL INVESTIGATIONS GATHERING EVIDENCE AND PROTECTING YOUR COMPANY World Headquarters the gregor building 716 West Ave Austin, TX 78701-2727 USA I. PREPARING FOR AN INVESTIGATION When Is
More informationThe final rules are described in SEC Release Nos , and IC (the 302 Release ).
NEW RULES APPLICABLE TO REGISTERED INVESTMENT COMPANIES INCLUDING CEO/CFO CERTIFICATIONS AND REPORTING OF TRADES BY INSIDERS SIMPSON THACHER & BARTLETT LLP SEPTEMBER 6, 2002 The Securities and Exchange
More informationCorporate Governance/ Sarbanes-Oxley Due Diligence
Chapter 9 Corporate Governance/ Sarbanes-Oxley Due Diligence 9:1 Introduction 9:2 Disclosure Controls and Procedures 9:3 Internal Controls 9:4 Filing of CEO/CFO Certifications Under Section 302 and Section
More informationAudit and Non-Audit Services Pre-Approval Policy
Audit and Non-Audit Services Pre-Approval Policy - 2017 Page 1 of 10 Effective November 1, 2016 Audit and Non-Audit Services Pre-Approval Policy Statement of Principles Procedures Delegation Additional
More informationOn July 30, 2002, the Sarbanes-Oxley Act of 2002 (the Act ) was signed into law. The
SARBANES-OXLEY ACT REQUIRES INVESTMENT COMPANY OFFICER CERTIFICATIONS By Diana E. McCarthy 2002. Reprinted by permission. INTRODUCTION On July 30, 2002, the Sarbanes-Oxley Act of 2002 (the Act ) was signed
More information) ) ) ) ) ) ) ) ) ) )
1666 K Street, N.W. Washington, DC 20006 Telephone: (202 207-9100 Facsimile: (202 862-0757 www.pcaobus.org INSTITUTING DISCIPLINARY PROCEEDINGS, MAKING FINDINGS, AND IMPOSING SANCTIONS In the Matter of
More information) ) ) ) ) ) ) ) ) ) II.
1666 K Street, N.W. Washington, DC 20006 Telephone: (202 207-9100 Facsimile: (202 862-0757 www.pcaobus.org INSTITUTING DISCIPLINARY PROCEEDINGS, MAKING FINDINGS, AND IMPOSING SANCTIONS In the Matter of
More informationECON132 Exam #1 Summer 2005 Session B
ECON132 Exam #1 Summer 2005 Session B Name: Perm #: Please answer questions 1-35 on your green scantron. If the question is a true false question, answer A for true and B for false. The short answer/ essay
More information) ) ) ) ) ) ) ) ) ) )
1666 K Street, N.W. Washington, DC 20006 Telephone: (202 207-9100 Facsimile: (202 862-0757 www.pcaobus.org INSTITUTING DISCIPLINARY PROCEEDINGS, MAKING FINDINGS, AND IMPOSING SANCTIONS In the Matter of
More informationESCALADE, INCORPORATED
ESCALADE, INCORPORATED Approved by the Board of Directors on July 25, 2003 I. MEMBERSHIP AND QUALIFICATIONS Members; Chairperson. The members of the Committee are appointed annually by the Board of Directors
More informationBRIEFING PAPER PROPOSED RULES ON INVESTIGATIONS AND ADJUDICATIONS PROPOSED RULES ON INSPECTIONS OF REGISTERED PUBLIC ACCOUNTING FIRMS
1666 K Street, N.W. Washington, DC 20006 Telephone: (202) 207-9100 Facsimile: (202) 862-8430 www.pcaobus.org BRIEFING PAPER PROPOSED RULES ON INVESTIGATIONS AND ADJUDICATIONS PROPOSED RULES ON INSPECTIONS
More informationCorporate Governance and Directors' Duties Guide: United States
By in-house counsel, for in-house counsel. InfoPAK SM Corporate Governance and Directors' Duties Guide: United States Sponsored by: Association of Corporate Counsel 1025 Connecticut Avenue, NW, Suite 200
More informationSarbanes-Oxley Simplified
Sarbanes-Oxley Simplified 2nd edition Michel Morley, CPA Nixon-Carre Ltd., Toronto, ON Contents Introduction pg xi Chapter 1 - The Birth of the Act...
More informationTHE HARTFORD D&O PREMIER DEFENSE sm APPLICATION (FOR EMERGING MARKET)
, a stock insurance company, herein called the Insurer THE HARTFORD D&O PREMIER DEFENSE sm APPLICATION (FOR EMERGING MARKET) NOTICE: PLEASE READ CAREFULLY. THIS IS AN APPLICATION FOR A CLAIMS-MADE AND
More informationo Do you think it s appropriate for the lawyer to act as a gatekeeper? Is that consistent with you obligation to be an advocate?
ACCA GC Roundtable on Ethics Questions for Panelists Role of the GC o What role do you play in the business? o How much of your advice is business advice as differentiated from legal advice? o How do you
More informationCORPORATE GOVERNANCE Table of Contents
CORPORATE GOVERNANCE Table of Contents I. Introduction... 1 A. Dual structure... 1 B. Contact info... 1 C. Take-home Exam... 1 D. Things to do... 1 II. Definitions; The Basic Structure of Governance Within
More informationA Director s Guide to the Final Nasdaq Corporate Governance Rules. Table of Contents. Introduction and Use of this Guide.. 3
Table of Contents Introduction and Use of this Guide.. 3 Implementation of New Rules 4 Board of Directors Provisions.... 4 Majority Independent Directors and Independence Definition Executive Sessions
More informationMARATHON OIL CORPORATION POLICY STATEMENT Section: Executive
GENERAL PURPOSE To establish the procedures for pre-approval of all audit, audit-related, tax and permissible non-audit services provided by Marathon Oil Corporation s (the Corporation ) independent auditor.
More informationSARBANES OXLEY OVERVIEW
SARBANES OXLEY OVERVIEW By BYRON F. EGAN Jackson Walker L.L.P. 901 Main Street, Suite 6000 Dallas, Texas 75202-3797 2 ND ANNUAL ADVANCED IN-HOUSE COUNSEL COURSE STATE BAR OF TEXAS TEXAS BAR CLE SAN ANTONIO,
More informationAccounting consists of three basic activities it
1-1 LEARNING OBJECTIVE 1 Identify the activities and users associated with accounting. Accounting consists of three basic activities it identifies, records, and communicates the economic events of an organization
More informationDTE Energy Policy GV5 Officer Code of Business Conduct and Ethics Revision 4 June 23, 2016
DTE Energy Policy GV5 Officer Code of Business Conduct and Ethics Revision 4 June 23, 2016 1. Applicability This policy applies to all Officers of DTE Energy Company and its subsidiaries (the Company).
More informationSarbanes-Oxley Act. The U.S. Sarbanes-Oxley Act of 2002: 2004 Update for Non-U.S. Issuers.
Sarbanes-Oxley Act The U.S. Sarbanes-Oxley Act of 2002: 2004 Update for Non-U.S. Issuers www.lw.com Sarbanes-Oxley REPORT September 1, 2004 The U.S. Sarbanes-Oxley Act of 2002: 2004 Update for Non-U.S.
More informationLOGMEIN, INC. CODE OF BUSINESS CONDUCT AND ETHICS
Revised on August 22, 2014 LOGMEIN, INC. CODE OF BUSINESS CONDUCT AND ETHICS This Code of Business Conduct and Ethics (the Code ) sets forth legal and ethical standards of conduct for directors, officers
More informationTexas Finance Code, Chapter 393
Texas Finance Code, Chapter 393 Title 5. Protection of Consumers of Financial Services Chapter 393. Credit Services Organizations Subchapter A. General Provisions 393.001. DEFINITIONS. In this chapter:
More information) ) ) ) ) ) ) ) ) ) )
1666 K Street, N.W. Washington, DC 20006 Telephone: (202 207-9100 Facsimile: (202 862-0757 www.pcaobus.org INSTITUTING DISCIPLINARY PROCEEDINGS, MAKING FINDINGS, AND IMPOSING SANCTIONS In the Matter of
More information) ) ) ) ) ) ) ) ) ) )
1666 K Street, N.W. Washington, DC 20006 Telephone: (202 207-9100 Facsimile: (202 862-0757 www.pcaobus.org INSTITUTING DISCIPLINARY PROCEEDINGS, MAKING FINDINGS, AND IMPOSING SANCTIONS In the Matter of
More informationAccounting 408 Exam 1, Chapters 1, 2, 12, A, B, D
1 Accounting 408 Exam 1, Chapters 1, 2, 12, A, B, D Spring 2017 Name Row I. Multiple Choice Questions. (2 points each, 100 points total) Read each question carefully and indicate the one best answer to
More informationSarbanes-Oxley Act of 2002
Sarbanes-Oxley Act of 2002 Regulation BTR Regulation G Attorney Conduct Rules A Red Box Service Publication Sarbanes-Oxley Act of 2002 Public Company Accounting Reform and Corporate Responsibility (United
More informationAUDIT COMMITTEE CHARTER
Page 1 of 7 A. GENERAL 1. PURPOSE The purpose of the Audit Committee (the Committee ) of the Board of Directors (the Board ) of Teck Resources Limited ( the Corporation ) is to provide an open avenue of
More informationHOUSING AUTHORITIES RISK RETENTION POOL INTERGOVERNMENTAL COOPERATION AGREEMENT R E C I T A L S:
HOUSING AUTHORITIES RISK RETENTION POOL INTERGOVERNMENTAL COOPERATION AGREEMENT This Intergovernmental Cooperation Agreement (the Agreement ) is made and entered into by and among the participating Public
More information2014 Nuts & Bolts Seminar Coralville
2014 Nuts & Bolts Seminar Coralville TRANSACTIONAL TRACK Business Formation 12:30 p.m.- 1:30 p.m. Presented by Sean W. Wandro Meardon, Sueppel & Downer P.L.C. 122 S. Linn St. Iowa City, IA 52240 Phone:
More information