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The Sarbanes
Oxley Act was enacted in the year 2002 with a view to protect investors
by improving the accuracy and reliability of corporate disclosures made
pursuant to the securities laws and for other purposes. Some of the main
provisions of the Act are:-
- The Act called for establishment of the Public
Company Accounting Oversight Board, whose duties are to:-
- register and regulate all public
accounting firms that prepare audit reports;
- establish or adopt, or both, by
rule, auditing, quality control, ethics, independence, and other
standards relating to the preparation of audit reports;
- conduct inspections of registered
public accounting firms;
- conduct investigations and disciplinary
proceedings concerning, and impose appropriate sanctions where justified
upon, registered public accounting firms and associated persons
of such firms;
- perform such other duties or functions
as the Board determines are necessary or appropriate to promote
high professional standards among, and improve the quality of audit
services offered by, registered public accounting firms and associated
persons thereof, or otherwise to carry out this Act, in order to
protect investors, or to further the public interest;
- enforce compliance with professional
standards, and the securities laws relating to the preparation and
issuance of audit reports and the obligations and liabilities of
accountants with respect thereto, by registered public accounting
firms and associated persons thereof; and
- set the budget and manage the
operations of the Board and the staff of the Board.
- It prohibits any public accounting firm from providing
non-audit services while auditing firm. These services include:-
- bookkeeping or other services
related to the accounting records or financial statements of the
audit client;
- financial information systems
design and implementation;
- appraisal or valuation services,
fairness opinions, or contribution-in-kind reports;
- actuarial services;
- internal audit outsourcing services;
- management functions or human
resources;
- broker or dealer, investment adviser,
or investment banking services;
- legal services and expert services
unrelated to the audit; and
- any other service that the Board
determines, by regulation, is impermissible.
- The lead audit and reviewing partner
must rotate off the audit every 5 years. It shall be unlawful for a
registered public accounting firm to provide audit services to an issuer
if the lead (or coordinating) audit partner (having primary responsibility
for the audit), or the audit partner responsible for reviewing the audit,
has performed audit services for that issuer in each of the 5 previous
fiscal years.
- The Act calls for the formation of
an independent and competent audit committee, which is directly responsible
for the appointment, compensation, and oversight of the work of any
registered public accounting firm and of auditor's activities. It requires
that each member of a firms audit committee be a member of the
board of directors and be 'independent'. In order to be considered independent,
a member of an audit committee may not accept any consulting, advisory,
or other compensatory fee from the issuer; or be an affiliated person
of the issuer or any subsidiary thereof.
- Each registered public accounting
firm that performs for any issuer any audit shall timely report to the
audit committee of the issuer:- (i) all critical accounting policies
and practices to be used; (ii) all alternative treatments of financial
information within generally accepted accounting principles that have
been discussed with management officials of the issuer, ramifications
of the use of such alternative disclosures and treatments, and the treatment
preferred by the registered public accounting firm; and (iii) other
material written communications between the registered public accounting
firm and the management of the issuer, such as any management letter
or schedule of unadjusted differences.
- Each audit committee shall establish
procedures for:- (i) the receipt, retention and treatment of complaints
received by the issuer regarding accounting, internal accounting controls,
or auditing matters; and (ii) the confidential, anonymous submission
by employees of the issuer of concerns regarding questionable accounting
or auditing matters.
- The Act requires that the principal
executive officer or officers and the principal financial officer or
officers, or persons performing similar functions, to certify that the
financial statements accurately and fairly represent the financial condition
and results of operations of the company, in each annual or quarterly
report filed or submitted.
- The Act requires rapid disclosure
of material changes in the financial conditions or operations of the
firm, which may include trend and qualitative information and graphic
presentations, as necessary or useful for the protection of investors
and in the public interest.
- It prohibits loans to any of the firms
directors or executives. It shall be unlawful for any issuer to extend
or maintain credit, to arrange for the extension of credit, or to renew
an extension of credit, in the form of a personal loan to or for any
director or executive officer (or equivalent thereof) of that issuer.
- It requires that each annual report
contain an internal control report. This report shall state the responsibility
of management for establishing and implementing adequate procedures
for financial reporting, as well as contain an assessment of effectiveness
of internal control structure and procedures, any code of ethics and
contents of that code.
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