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Overview
Over twenty years ago, on July 30, 2002, after passing the U.S. Senate on a 97-0 vote, the historic Sarbanes-Oxley Act of 2002 (“SOX” or “the Act”) was signed into law. Over the following months and years, the wide-ranging provisions of the Act and the resulting regulations dramatically affected public companies, their auditors, their advisors and regulators. This Briefing, the second in a series of three, will focus on the impact of the Act’s governance and disclosure matters on public companies and their advisors. Discussion will address the initial and on-going impact of these provisions, and how they continue to influence the evolution of governance and disclosure requirements. Please join Gary M. Brown of Nelson Mullins Riley & Scarborough LLP and SEC Institute Directors Bob Laux and George M. Wilson for this Sarbanes-Oxley retrospective.
In this Briefing faculty will:
- Discuss the catalysts for SOX – 2 minutes
- Discuss investigative revelations and the events leading up to SOX’s passage – 5 minutes
- Outline the groups under scrutiny and the principal objectives of SOX – 3 minutes
- Review the rationale for and the effect of numerate new governance and disclosure requirements in the Act, including: - 5 minutes
- CEO/CFO certification of financial statements
- Off-balance sheet arrangement disclosures
- Code of ethics disclosures
- Regulation of non-GAAP information (formerly “pro-forma”)
- Assessment of ICFR
- Review the provisions of the Act regarding audit committees, including: - 10 minutes
- Role of the audit committee
- Independence requirements for audit committee members
- Audit committee oversight of auditors
- Pre-approval policies
- Whistleblower hotline requirements
- Ability to hire independent counsel and advisors
- Explain audit committee financial expert disclosures – 5 minutes
- Assess the impact of governance and disclosure requirements on public companies and their advisors – 15 minutes
- Discuss the influence of the Act on the direction of new governance and disclosure requirements – 15 minutes
- Cybersecurity risk management
You may also want to listen to our related Sox Turns 20 One-Hour Briefings:
SOX Turns 20: Auditing and Accounting Impacts and a Look Forward
SOX Turns 20: Securities Markets and Related Provisions and a Look Forward
Who Should Attend: Accountants and attorneys who deal with SEC reporting and disclosure and related accounting issues, including CFOs, controllers and their staff, internal auditors, partners of public accounting firms and their staff, in-house counsel, and outside attorneys
Program Level: Update
Prerequisites: None
Advanced Preparation: None