Sarbanes-Oxley Act of 2002 is U.S. legislation enacted in response to the accounting scandals of 2001-2002. The Act was named after Senator Paul Sarbanes and Representative Michael Oxley and is arranged in eleven titles. Compliance with provisions of the Sarbanes-Oxley Act is mandatory.
The Sarbanes-Oxley Act of 2002 [ click to view a Summary of Sarbanes-Oxley ] is generally considered the single most important piece of legislation affecting corporate governance, financial disclosure, and public accounting since the U.S. securities laws enacted in the 1930's. The Act is often referred to variously as SOX, S-O, or SOA. The full text of the Sarbanes-Oxley legislation is shown here in a PDF format, or on the Risk Limited website page. A summary of the Sarbanes-Oxley Act is provided by the American Institute of Certified Public Accountants (AICPA). The full speech made by President Bush upon signing the Sarbanes-Oxley Act can be heard here along with the written text of the speech.
A list of Sarbanes-Oxley rulemaking and reports by the U.S. Securities and Exchange Commission (SEC) is available on their website. Highlights of SEC actions and SEC related provisions pursuant to the Sarbanes-Oxley Act of 2002 are shown below.
July 30, 2003
Restoring Confidence in the Accounting Profession
- The Act established the Public Company Accounting Oversight Board.
- Section 108(b) - On April 25, 2003, the SEC recognized the Financial Accounting Standards Board as the accounting standard setter.
- Section 108(d) - On July 25, 2003, the SEC issued a study on principles-based accounting.
- Section 109 - The Act established an independent funding source for the FASB.
- Title II - On January 22, 2003, the SEC adopted rules improving the independence of outside auditors.
- Section 303 - On April 24, 2003, the SEC adopted rules forbidding the improper influence on outside auditors.
- Section 802 - On January 22, 2003, the SEC adopted rules governing the retention of audit records by outside auditors
Improving the "Tone at the Top"
- Section 302 - On August 27, 2002, the SEC adopted rules requiring CEOs and CFOs to certify financial and other information in their companies' quarterly and annual reports.
- Section 304 - This section requires management to return bonuses or profits from stock sales received within 12 months of a restatement resulting from material non-compliance with financial reporting requirements as a result of misconduct.
- Section 306 - On January 15, 2003, the SEC adopted rules prohibiting company officers from trading during pension fund blackout periods.
- Section 402 - This section prohibits companies from making loans to insiders.
- Section 403 - On August 27, 2002, the SEC adopted rules that accelerated deadlines and mandated electronic filing of disclosures of insider transactions in company stock.
- Section 406 - On January 15, 2003, the SEC adopted rules requiring companies to disclose whether they have a code of ethics for their CEO, CFO and senior accounting personnel.
Improving Disclosure and Financial Reporting
- Section 401(a) - On January 22, 2003, the SEC adopted rules requiring disclosure of all material off-balance sheet transactions.
- Section 401(b) - On January 15, 2003, the SEC adopted Regulation G, governing the use of non-GAAP financial measures, including disclosure and reconciliation requirements.
- Section 404 - On May 27, 2003, the SEC adopted rules requiring an annual management report on and auditor attestation of a company's internal controls over financial reporting.
- Section 408 - This section requires that the Commission review the Exchange Act reports of each company no less frequently than once every three years.
Improving the Performance of "Gatekeepers"
- Section 301 - On April 1, 2003, the SEC adopted rules directing the SROs to adopt listing standards for audit committees.
- Section 407 - On January 15, 2003, the SEC adopted rules requiring the disclosure about financial experts on audit committees.
- Section 307 - On January 23, 2003, the SEC adopted rules governing standards of conduct for attorneys appearing and practicing before the Commission.
- Section 501 - On July 29, 2003, the SEC approved new SRO rules governing research analyst conflicts of interest.
Enhancing Enforcement Tools
- Section 106 - This section addresses SEC access to foreign audit workpapers.
- Section 305 - This section sets standards for imposing officer and director bars and penalties.
- Section 308 - This section establishes FAIR Funds for Investors and requires a study of the same, which the SEC issued on January 24, 2003.
- Section 602 - This section addresses the SEC's authority over professionals who appear and practice before the Commission.
- Section 603 - This section grants federal courts the ability to impose penny stock bars.
- Section 703 - On January 24, 2003, the SEC issued a study on aiding and abetting liability under the federal securities laws.
- Section 704 - On January 24, 2003, the SEC issued a study of enforcement actions involving violations of reporting requirements and restatements.
- Section 803 - This section provides that debts are not dischargeable in bankruptcy if they were incurred as a result of securities fraud.
- Section 1103 - This section allows the SEC to temporarily freeze certain extraordinary payments made to securities law violators.
- Section 1105 - This section gives the SEC the authority in administrative proceedings to prohibit persons from serving as officers or directors.
Risk Limited can assist you and your organization in complying with Sarbanes-Oxley reporting requirements and developing processes and systems that meet best practices standards for Sarbanes-Oxley compliance. Contact Risk Limited if you need information or if we can be of assistance to you on Sarbanes-Oxley issues.
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