the ethical compass a toolkit for integrity in business sox challenge
TRANSCRIPT
The Ethical CompassA Toolkit for Integrity in Business
SOX Challenge
www.KPMGUniversityConnection.com
www.KPMGUniversityConnection.com
2
The Ethical CompassA Toolkit for Integrity in Business
The SOX
Challenge
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
The Ethical Compass – SOX Challenge www.KPMGUniversityConnection.com
3
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
The Ethical Compass – SOX Challenge www.KPMGUniversityConnection.com
4
Overview
Key Compass Concepts
• Description of the SOX Challenge
• Objectives of SOX Challenge Activity
• Framework for Discussion
• Sarbanes-Oxley Act of 2002
• SOX Challenge Activity
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
The Ethical Compass – SOX Challenge www.KPMGUniversityConnection.com
5
Overview
Key Compass Concepts
• Description of the SOX Challenge
• Objectives of SOX Challenge Activity
• Framework for Discussion
• Sarbanes-Oxley Act of 2002
• SOX Challenge Activity
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
The Ethical Compass – SOX Challenge www.KPMGUniversityConnection.com
6
Description of the SOX Challenge
The SOX Challenge is an interactive student activity pertaining to the Sarbanes-Oxley Act of 2002, highlighting the importance of ethical behavior and professional conduct within the
accounting profession.
The SOX Challenge is accompanied by a presentation that will provide a framework for discussion pertaining to the components of the Sarbanes-Oxley Act and the importance
of compliance with the Act.
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
The Ethical Compass – SOX Challenge www.KPMGUniversityConnection.com
7
Overview
Key Compass Concepts
• Description of the SOX Challenge
• Objectives of SOX Challenge Activity
• Framework for Discussion
• Sarbanes-Oxley Act of 2002
• SOX Challenge Activity
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
The Ethical Compass – SOX Challenge www.KPMGUniversityConnection.com
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Objectives of SOX Challenge
To enable students to:• Recognize the fundamental principles of the
Sarbanes-Oxley Act;• Identify the articles and rules of the Sarbanes-
Oxley Act;• Heighten your awareness of the importance of
being a member of the accounting profession and government compliance and governance.
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
The Ethical Compass – SOX Challenge www.KPMGUniversityConnection.com
9
Overview
Key Compass Concepts
• Description of the SOX Challenge
• Objectives of SOX Challenge Activity
• Framework for Discussion
• Sarbanes-Oxley Act of 2002
• SOX Challenge Activity
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
The Ethical Compass – SOX Challenge www.KPMGUniversityConnection.com
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The Year of the “Perfect Storm”
•Unethical Behavior •Fraudulent Activity•Downturn in the Economy•Massive Business Failures•Audit Failures•Election Year
Result: The most significant legislation affecting the accounting profession since 1933 Securities Act and1934
Securities Exchange Act
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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Sarbanes-Oxley Act Intentions
To restore investor confidence in
financial reporting and public
capital markets.
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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Corporate Scandals
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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Year of 2002: Corporate Scandals
A wave of accounting scandals were exposed with a number of prominent companies admitting to misstating their financial statements, giving a misleading impression of their status.
* Conviction was subsequently overturned
ENRONOctober 16, 2001
Issue: Off-Balance Sheet Accounting and Financial Reporting
Fraud
Impact: $3 billion in undisclosed losses
ANDERSENJune 15, 2002
Issue: Convicted of obstruction of justice for shredding documents *
related to its audit of Enron
Impact: Demise of the United States' oldest accounting firm
GLOBAL CROSSINGJanuary 31, 2002
Issue: Financial reporting fraud through improper revenue
recognition
Impact: $12.4 billion in overstated earnings
ADELPHIAMarch 28, 2002
Issue: Financial reporting fraud and embezzlement
Impact: $2.5 billion of hidden debt
TYCOJune 3, 2002
Issue: CEO and CFO accept millions in interest-free loans
Impact: Over $200 million in fraud schemes
WORLDCOMJune 20, 2002
Issue: Financial reporting fraud
Impact: $9 billion in unreported expenses
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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Enron Corporate Felons
Jeffrey Skilling Former CEO of Enron convicted of multiple
federal felony charges
Kenneth Lee LayFormer Chairman
(deceased) of Enron was indicted on 11 counts of
securities fraud but never sentenced
Andrew FastowFormer CFO of Enron created complex off-
balance-sheet Special Purpose Entities to conceal
massive losses
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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Other Corporate Felons
Dennis Kozlowski Former CEO of Tyco
International was convicted of misappropriating over
$400 million of the company's funds
John RigasAdelphia’s former CEO and his sons were found guilty of concealing $2.3 billion in liabilities for personal use
Bernard EbbersWorldcom founder
improperly recorded $11 billion in revenues and
received $400 million in
off-the-books loans
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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Sarbanes-Oxley Act of 2002
The Objectives The Focus
Improve corporate governance and rebuild public trust in corporate practices Corporate governance requirements
Increase the accountability of management of public companies and enable a higher level of financial reporting transparency
Enhanced disclosure requirements regarding financial statements and internal controls
Increase the oversight of publicaccounting firms and
audit quality
Creation of the Public CompanyAccounting Oversight Board
Place greater emphasis around efforts to prevent, detect, investigate, and remediate
fraud and misconduct
Increased criminal penalties andprotection for whistle-blowers
Restore investor confidence in the capital markets
Scope increases and limitations of external auditors functions
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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The Goals
Sarbanes-Oxley Act
Reporting:Upgrade
Disclosures
Roles:Strengthen Corporate
Governance
Conduct:Expand Insider Accountability
Enforcement:Increase Oversight
Penalties:Broaden
Sanctions
Relationships:Heighten Auditor
Independence
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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Existing Key Role the SEC
The primary federal regulatory agency for the securities industry
• Promote full disclosure• Protect investors against
fraudulent and manipulativepractices in the securities markets
Securities and Exchange Commission (SEC) was established by the Securities Act of 1933 and the Securities Exchange Act of 1934.
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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Sarbanes-Oxley Act of 2002
• Enacted July 30, 2002; nine months after first announcement of Enron problems.
• Creates the Public Company Accounting Oversight Board or PCAOB, funded by accounting firms and registrants.
• Revises corporate governance standards.
• Adds new disclosure requirements.
• Creates new federal crimes related to fraud.
• Significantly increases criminal penalties for violations of the securities laws.
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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History of the American Institute of Certified Public Accountants - AICPA
1921 ~ American Society of Certified Public Accountants ASCPA
1957 ~ American Institute of Certified Public Accountants AICPA
1936 ~ ASCPA merged into the AIA
1917 ~ American Institute of Accountants AIA
1916 ~ Institute of Public Accountants IPA
1887 ~ American Association of Public Accountants AAPA
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
The Ethical Compass – SOX Challenge www.KPMGUniversityConnection.com
21
Key Compass Concepts
• Description of the SOX Challenge
• Objectives of SOX Challenge Activity
• Framework for Discussion
• Sarbanes-Oxley Act of 2002
• SOX Challenge Activity
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
The Ethical Compass – SOX Challenge www.KPMGUniversityConnection.com
22
The Sarbanes-Oxley Act 2002 Overview of Titles
• Title I–Public Company Accounting Oversight Board• Title II–Auditor Independence• Title III–Corporate Responsibility• Title IV–Enhanced Financial Disclosures• Title V–Analyst Conflicts Of Interest• Title VI–Commission Resources And Authority• Title VII–Studies & Reports• Title VIII–Corporate & Criminal Fraud Accountability• Title IX–White-Collar Crime Penalty Enhancements• Title X–Corporate Tax Returns• Title XI–Corporate Fraud & Accountability
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
The Ethical Compass – SOX Challenge www.KPMGUniversityConnection.com
23
The Sarbanes-Oxley Act 2002 Overview of Titles
• Title I–Public Company Accounting Oversight Board• Title II–Auditor Independence• Title III–Corporate Responsibility• Title IV–Enhanced Financial Disclosures• Title V–Analyst Conflicts Of Interest• Title VI–Commission Resources And Authority• Title VII–Studies & Reports• Title VIII–Corporate & Criminal Fraud Accountability• Title IX–White-Collar Crime Penalty Enhancements• Title X–Corporate Tax Returns• Title XI–Corporate Fraud & Accountability
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
The Ethical Compass – SOX Challenge www.KPMGUniversityConnection.com
24
Title I–Public Company Accounting Oversight Board
• Sec. 101. Establishment; administrative provisions.
• Sec. 102. Registration with the Board.
• Sec. 103. Auditing, quality control, and independence standards and rules.
• Sec. 104. Inspections of registered public accounting firms.
• Sec. 105. Investigations and disciplinary proceedings.
• Sec. 106. Foreign public accounting firms.
• Sec. 107. Commission oversight of the Board.
• Sec. 108. Accounting standards.
• Sec. 109. Funding.
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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Section 101 Establishment of PCAOB
• Five members must be full-time and independent. Requires two CPAs to serve.
• Appointed by the Securities and Exchange Commission, not a government agency.
• Aim is to protect investors and other stakeholders of a public company.
• Ensure auditors of a company's financial statements have followed a set of strict guidelines.
Public Law 107 – 204, 107th Congress
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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Public Company Accounting Oversight Board
• New regulator for public accounting profession• Three key functions of PCAOB:
• Establish standards for Accounting Firms• Auditing• quality control• Ethics• Independence
• Conduct inspections of firms to assess compliance with professional standards
• Take action to enforce PCAOB rules/standards
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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Section 107 Commission Oversight of the Board
• PCAOB empowered to enforce compliance with SEC Exchange Act of 1934
• The SEC shall have oversight and enforcement authority over the PCAOB
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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Section 108 Workpaper Retention and Accounting Standards
Mandates that the PCAOB establish Auditing Standards to require:
• Workpaper retention for 5 and 7 years
• Knowing violations of the workpaper retention rules carry penalties of up to 10 years in prison
• CPA firms utilize a second-partner review and approval of audit reports
• Testing of companies’ internal controls, including reporting of test results
“Are you sure we need to retain all these workpapers?!”
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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PCAOB Standards
In April 2003, the PCAOB adopted substantially all
pre-existing standards issued by the AICPA
Auditing Standards Board (ASB) to initially establish:
“Standards of the PCAOB”
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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PCAOB Key Standards
• AS No. 1: References in Auditors’ Reports to the Standards of the PCAOB• AS No. 2: Audit of Internal Control (Superseded by AS No. 5)• AS No. 3: Audit Documentation• AS No. 4: Reporting on Previously Reported Material Weakness Existence• AS No. 5: An Audit of Internal Control Over Financial Reporting That Is
Integrated with An Audit of Financial Statements• AS No. 6: Evaluating Consistency of Financial Statements• AS No. 7: Engagement Quality Review• AS No. 8: Audit Risk• AS No. 9: Audit Planning• AS No. 10: Supervision of the Audit Engagement• AS No. 11: Consideration of Materiality in Planning and Performing an Audit• AS No. 12: Identifying and Assessing Risks of Material Misstatement• AS No. 13: The Auditor's Responses to the Risks of Material Misstatement• AS No. 14: Evaluating Audit Results• AS No. 15: Audit Evidence
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
The Ethical Compass – SOX Challenge www.KPMGUniversityConnection.com
31
The Sarbanes-Oxley Act 2002 Overview of Titles
• Title I–Public Company Accounting Oversight Board• Title II–Auditor Independence• Title III–Corporate Responsibility• Title IV–Enhanced Financial Disclosures• Title V–Analyst Conflicts Of Interest• Title VI–Commission Resources And Authority• Title VII–Studies & Reports• Title VIII–Corporate & Criminal Fraud Accountability• Title IX–White-Collar Crime Penalty Enhancements• Title X–Corporate Tax Returns• Title XI–Corporate Fraud & Accountability
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
The Ethical Compass – SOX Challenge www.KPMGUniversityConnection.com
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Title II–Auditor Independence
• Sec. 201. Services outside the scope of practice of auditors.
• Sec. 202. Preapproval requirements.• Sec. 203. Audit partner rotation.• Sec. 204. Auditor reports to audit committees.• Sec. 205. Conforming amendments.• Sec. 206. Conflicts of interest.• Sec. 207. Study of mandatory rotation of
registered public accounting firms.• Sec. 208. Commission authority.• Sec. 209. Considerations by appropriate State
regulatory authorities.
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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Section 201 Services Outside the Scope of Practice
• Bookkeeping, • Information systems design and implementation, • Appraisals or valuation services,• Actuarial services, • Internal audits,• Management and human resources services,• Broker/Dealer and investment banking services,• Legal or expert services related to audit services.
Services are considered “unlawful” if provided to a publicly held company by its auditor
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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34
Section 203 Audit Partner Rotation
Mandatory Auditor Rotation: Partner cannot be lead or concurring partner for more than 5 consecutive years.
PARTNER
PARTNER
… and stay out for 5 years!
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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Section 206 Conflicts of interest Cooling-off Period
Requires a 1-year Cooling-off Period
Audit firm cannot perform audit if CEO, CFO, controller, chief accounting officer, was employed by and participated in the audit 1-year prior to the start of the audit.
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
The Ethical Compass – SOX Challenge www.KPMGUniversityConnection.com
36
The Sarbanes-Oxley Act 2002 Overview of Titles
• Title I–Public Company Accounting Oversight Board• Title II–Auditor Independence• Title III–Corporate Responsibility• Title IV–Enhanced Financial Disclosures• Title V–Analyst Conflicts Of Interest• Title VI–Commission Resources And Authority• Title VII–Studies & Reports• Title VIII–Corporate & Criminal Fraud Accountability• Title IX–White-Collar Crime Penalty Enhancements• Title X–Corporate Tax Returns• Title XI–Corporate Fraud & Accountability
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
The Ethical Compass – SOX Challenge www.KPMGUniversityConnection.com
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Title III–Corporate Responsibility
• Sec. 301. Public company audit committees.• Sec. 302. Corporate responsibility for financial
reports.• Sec. 303. Improper influence on conduct of
audits.• Sec. 304. Forfeiture of certain bonuses and
profits.• Sec. 305. Officer and director bars and penalties.• Sec. 306. Insider trades during pension fund
blackout periods.• Sec. 307. Rules of professional responsibility for
attorneys.• Sec. 308. Fair funds for investors.
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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Overview of Corporate Responsibility
• Audit Committee appoints Internal Auditor.
• Must evaluate the effectiveness of internal controls and disclose problems with controls and major fraud.
• Officers (CEO and CFO) must sign SEC filings and personally repay any bonus or stock profits received for 12 months after inaccurate filing.
• Prohibits insider trading during “blackout” periods.
• Attorneys must report material violations first to GC or CEO, then to Audit Committee.
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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Section 302 Officer Responsibilities
CEO & CFO must be personally involved in the disclosure process:
• Review all reports,• Review specific issues
addressed in the reports,• Talk with key people who
prepared the report, and• Review reports with
appropriate third parties.
NO ONE CAN SIGN ON THEIR BEHALF!!!
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
The Ethical Compass – SOX Challenge www.KPMGUniversityConnection.com
40
The Sarbanes-Oxley Act 2002 Overview of Titles
• Title I–Public Company Accounting Oversight Board• Title II–Auditor Independence• Title III–Corporate Responsibility• Title IV–Enhanced Financial Disclosures• Title V–Analyst Conflicts Of Interest• Title VI–Commission Resources And Authority• Title VII–Studies & Reports• Title VIII–Corporate & Criminal Fraud Accountability• Title IX–White-Collar Crime Penalty Enhancements• Title X–Corporate Tax Returns• Title XI–Corporate Fraud & Accountability
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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41
Title IV–Enhanced Financial Disclosures
• Sec. 401. Disclosures in periodic reports.
• Sec. 402. Enhanced conflict of interest provisions.
• Sec. 403. Disclosures of transactions involving management and principal stockholders.
• Sec. 404. Management assessment of internal controls.
• Sec. 405. Exemption.
• Sec. 406. Code of ethics for senior financial officers.
• Sec. 407. Disclosure of audit committee financial expert.
• Sec. 408. Enhanced review of periodic disclosures by issuers.
• Sec. 409. Real time issuer disclosures.
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Title IV–Enhanced Financial Disclosures
• Off balance sheet transactions must be reported.
• Accuracy and completeness required in pro-formas.
• Ban on personal loans to officers and executives.
• SEC to define the responsibility of management for establishing adequate internal controls and reporting under 404.
• Establishment of a Code of Ethics
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404 Certification
• Management assesses the internal control environment
• Annual report filed with SEC
• CEO & CFO signs the certification
• Certification establishes management’s responsibility and an assessment on the internal control environment for the year
• External auditor independently assesses the internal control environment
• External auditor attests to the assessment made by management
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Section 404 The SOX Evaluation Process
Establish internal control evaluation process. Determine significant controls and locations/business units to be included. Define project approach, milestones, time line, and resources. Launch project.
Plan & Scope the Evaluation
Document design of significant controls for all significant locations or business units.
Document Controls
Evaluate design and operating effectiveness of internal control over financial reporting and document results of evaluation.
Evaluate Design & Operating Effectiveness
Identify, accumulate, and evaluate design and operating control deficiencies; communicate findings and correct deficiencies.
Identify & Correct Deficiencies
Prepare management’s written assertion on the effectiveness of internal control over financial reporting.
Report on Internal Control
Prepare for independent auditor to conduct the internal control audit.Independent Audit of Internal Control
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SOX 404 Framework
• Management assesses the internal control environment
• Annual report filed with SEC
• CEO & CFO signs the certification
• Certification establishes management’s responsibility & an assessment on the internal control environment for the year
• External auditor independently assesses the internal control environment
• External auditor attests to the assessment made by management
SOX 404 Framework
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Framework of Internal Control COSO Control Components
• Control Environment - The control environment sets the tone of an organization, influencing the control consciousness of its people
• Risk Assessment - Every entity faces a variety of risks from external and internal sources that must be assessed both at the entity and the activity level
• Control Activities - These policies and procedures help ensure management directives are carried out
• Information and Communication - Pertinent information must be identified, captured and communicated in a form and timeframe that supports all other control components
• Monitoring - Internal control systems need to be monitored; a process that assesses the quality of the system’s performance over time
Section 404 addresses Internal Control over
Financial Reporting!
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Barriers to the effective implementation of controls
• Good controls on paper are not strictly followed in practice
• Grey areas in the rules – open to interpretation
• Lack of segregation of duties
• Collusion
• Management override
• Failure of senior management to lead by example
• Bureaucracy &/or formulaic compliance
• Failure to share knowledge of fraud experience, control weaknesses and control improvements
• Clash of cultures
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Section 406 Code of Ethics for Senior Financial Officers
• Requires companies to state if they have adopted a written code of ethics for their principal officers
• Includes all management and reporting personnel!
• Companies must provide code of ethics disclosure in their annual reports.
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The Sarbanes-Oxley Act 2002 Overview of Titles
• Title I–Public Company Accounting Oversight Board• Title II–Auditor Independence• Title III–Corporate Responsibility• Title IV–Enhanced Financial Disclosures• Title V–Analyst Conflicts Of Interest• Title VI–Commission Resources And Authority• Title VII–Studies & Reports• Title VIII–Corporate & Criminal Fraud Accountability• Title IX–White-Collar Crime Penalty Enhancements• Title X–Corporate Tax Returns• Title XI–Corporate Fraud & Accountability
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Title V–Analyst Conflicts of Interest
• Sec. 501. Treatment of securities analysts by registered securities associations and national securities exchanges.
• SEC established Section 501 to foster greater public confidence in securities research, and to protect the objectivity and independence of securities analysts.
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Section 501 Requirements
• Brokers and dealers to include in research reports certifications by the research analyst that the views expressed in the report accurately reflect his/her personal views.
• Disclose whether or not the analyst received compensation or other payments in connection with his/her specific recommendations or views.
• Broker-dealers would also be required to obtain periodic certifications by research analysts in connection with the analyst's public appearances.
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The Sarbanes-Oxley Act 2002 Overview of Titles
• Title I–Public Company Accounting Oversight Board• Title II–Auditor Independence• Title III–Corporate Responsibility• Title IV–Enhanced Financial Disclosures• Title V–Analyst Conflicts Of Interest• Title VI–Commission Resources And Authority• Title VII–Studies & Reports• Title VIII–Corporate & Criminal Fraud Accountability• Title IX–White-Collar Crime Penalty Enhancements• Title X–Corporate Tax Returns• Title XI–Corporate Fraud & Accountability
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Title VI–Commission Resources and Authority
• Sec. 601. Authorization of appropriations.
• Sec. 602. Appearance and practice before the Commission.
• Sec. 603. Federal court authority to impose penny stock bars.
• Sec. 604. Qualifications of associated persons of brokers and dealers.
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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54
The Sarbanes-Oxley Act 2002 Overview of Titles
• Title I–Public Company Accounting Oversight Board• Title II–Auditor Independence• Title III–Corporate Responsibility• Title IV–Enhanced Financial Disclosures• Title V–Analyst Conflicts Of Interest• Title VI–Commission Resources And Authority• Title VII–Studies & Reports• Title VIII–Corporate & Criminal Fraud Accountability• Title IX–White-Collar Crime Penalty Enhancements• Title X–Corporate Tax Returns• Title XI–Corporate Fraud & Accountability
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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Title VII–Studies & Reports
• Sec. 701. GAO study and report regarding consolidation of public accounting
firms.
• Sec. 702. Commission study and report regarding
credit rating agencies.
• Sec. 703. Study and report on violators and violations
• Sec. 704. Study of enforcement actions.
• Sec. 705. Study of investment banks.
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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56
The Sarbanes-Oxley Act 2002 Overview of Titles
• Title I–Public Company Accounting Oversight Board• Title II–Auditor Independence• Title III–Corporate Responsibility• Title IV–Enhanced Financial Disclosures• Title V–Analyst Conflicts Of Interest• Title VI–Commission Resources And Authority• Title VII–Studies & Reports• Title VIII–Corporate & Criminal Fraud Accountability• Title IX–White-Collar Crime Penalty Enhancements• Title X–Corporate Tax Returns• Title XI–Corporate Fraud & Accountability
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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Title VIII–Corporate & Criminal Fraud Accountability
• Sec. 801. Short title.
• Sec. 802. Criminal penalties for altering documents.
• Sec. 803. Debts nondischargeable if incurred in violation of securities fraud laws.
• Sec. 804. Statute of limitations for securities fraud.
• Sec. 805. Review of Federal Sentencing Guidelines for obstruction of justice and extensive criminal fraud.
• Sec. 806. Protection for employees of publicly traded companies who provide evidence of fraud.
• Sec. 807. Criminal penalties for defrauding shareholders of publicly traded companies.
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Section 802 Criminal Penalties for Altering Documents
• Destruction, alteration, concealment of records or interference with an knowing investigation; • violation fines and/or 20 years imprisoned.
• Workpapers that support the audit report must be retained for a seven-year period.
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Section 806 Protection for Employees who Provide Evidence of Fraud
• Several key considerations for ensuring Whistleblower protection and effective incident management are as follows:
• Establish multiple avenues for reporting compliance concerns.
• Employees must be informed that every effort will be made to keep their concerns confidential and/or anonymous.
“Who do you want to report?”
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60
The Sarbanes-Oxley Act 2002 Overview of Titles
• Title I–Public Company Accounting Oversight Board• Title II–Auditor Independence• Title III–Corporate Responsibility• Title IV–Enhanced Financial Disclosures• Title V–Analyst Conflicts Of Interest• Title VI–Commission Resources And Authority• Title VII–Studies & Reports• Title VIII–Corporate & Criminal Fraud Accountability• Title IX–White-Collar Crime Penalty Enhancements• Title X–Corporate Tax Returns• Title XI–Corporate Fraud & Accountability
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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Title IX–White Collar Crime Penalty Enhancements
• Sec. 901. Short title.
• Sec. 902. Attempts and conspiracies to commit criminal fraud offenses.
• Sec. 903. Criminal penalties for mail and wire fraud.
• Sec. 904. Criminal penalties for violations of the Employee Retirement Income Security Act of 1974.
• Sec. 905. Amendment to sentencing guidelines relating to certain white-collar offenses.
• Sec. 906. Corporate responsibility for financial reports.
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Overview of Title IX
• Penalties for conspiracy, mail fraud (5 - 20 years) and ERISA (1 - 10 years and up to $500,000) are increased.
• Criminal penalties for knowingly certifying inaccurate financial reports: up to $5,000,000 and 20 years.
• The CEO and CFO must certify that the periodic financial reports.
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Section 906 Corporate responsibility for financial reports
The CEO and CFO must certify that the periodic financial reports fully comply with 1934 Securities Exchange Act and that the information fairly presents financial condition and results of operations.
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64
The Sarbanes-Oxley Act 2002 Overview of Titles
• Title I–Public Company Accounting Oversight Board• Title II–Auditor Independence• Title III–Corporate Responsibility• Title IV–Enhanced Financial Disclosures• Title V–Analyst Conflicts Of Interest• Title VI–Commission Resources And Authority• Title VII–Studies & Reports• Title VIII–Corporate & Criminal Fraud Accountability• Title IX–White-Collar Crime Penalty Enhancements• Title X–Corporate Tax Returns• Title XI–Corporate Fraud & Accountability
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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Title X–Corporate Tax Returns
• Section 1001 Sense of the Senate regarding the signing of corporate tax returns by chief executive officers.
• A sense of Congress statement is not law!
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The Sarbanes-Oxley Act 2002 Overview of Titles
• Title I–Public Company Accounting Oversight Board• Title II–Auditor Independence• Title III–Corporate Responsibility• Title IV–Enhanced Financial Disclosures• Title V–Analyst Conflicts Of Interest• Title VI–Commission Resources And Authority• Title VII–Studies & Reports• Title VIII–Corporate & Criminal Fraud Accountability• Title IX–White-Collar Crime Penalty Enhancements• Title X–Corporate Tax Returns• Title XI–Corporate Fraud & Accountability
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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Title XI–Corporate Fraud & Accountability
• Sec. 1101. Short title.
• Sec. 1102. Tampering with a record or otherwise impeding an official proceeding.
• Sec. 1103. Temporary freeze authority for the Securities and Exchange Commission.
• Sec. 1104. Amendment to the Federal Sentencing Guidelines.
• Sec. 1105. Authority of the Commission to prohibit persons
from serving as officers or directors.
• Sec. 1106. Increased criminal penalties under Securities
Exchange Act of 1934.
• Sec. 1107. Retaliation against informants.
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Title XI–Overview
• Tampering with a record, destroying, mutilating or impeding, obstructing or attempting to influence an official investigation - up to 20 years.
• SEC can freeze extraordinary payments to executives, shareholders.
• Persons who have violated SEC laws may be barred from serving as officers or directors of public companies.
• Retaliation against informants is a crime, with up to a 10 years.
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Corporate Fraud & Accountability
Criminal Penalties
The law creates tough penalties for those who
destroy records, commit securities fraud, fail to report fraud and
retaliate against informants.
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Section 1102 Tampering
Document DestructionA felony with penalties and
up to 20 years of imprisonment knowingly
destroying documents in a federal or bankruptcy
investigation.
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Section 1106 Increased Penalties
Doubles the penalties for criminal violations of Securities Exchange Act of 1934!
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Section 1107 Retaliation Against Informants
• Sweeping new protections for whistleblowers
• Two new criminal provisions to protect whistleblowers against retaliation
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Overview
Key Compass Concepts
• Description of the SOX Challenge
• Objectives of SOX Challenge Activity
• Framework for Discussion
• Sarbanes-Oxley Act of 2002
• SOX Challenge Activity
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74
Ready for the SOX Challenge?
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Click to start
The SOX Challenge Game
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The SOX Challenge Game
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Corporate Scandals
Enforcement & Penalties
Accountability& Independence
ReportingDisclosures Potpourri
Points
QUIT
FINAL QUESTION
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SOX Challenge Game
Back to Game Board
What is Enron?
Back to Question
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80
Back to Game Board
This Texas based Energy company collapsed in 2001 as a result of financial reporting fraud.
Reveal Answer
SOX Challenge Game
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81
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82
SOX Challenge Game
Back to Game Board
Who is Jeffrey Skilling?
Back to Question
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83
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84
Back to Game Board
This former Enron CEO was convicted of multiple federal felony charges.
Reveal Answer
SOX Challenge Game
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85
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86
SOX Challenge Game
Back to Game Board
What is Global Crossings?
Back to Question
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88
Back to Game Board
Of the many corporate scandals of 2002, this company was involved the highest dollar value of financial misstatement.
Reveal Answer
SOX Challenge Game
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89
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90
SOX Challenge Game
Back to Game Board
What is Obstruction of Justice?
Back to Question
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91
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
The Ethical Compass – SOX Challenge www.KPMGUniversityConnection.com
92
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SOX Challenge Game
This charge was brought against Arthur Anderson in federal court in response to the destruction of audit documentation related to the audit of Enron.
Reveal Answer
www.KPMGUniversityConnection.com
93
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
The Ethical Compass – SOX Challenge www.KPMGUniversityConnection.com
94
SOX Challenge Game
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Who is Dennis Kozlowski?
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95
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
The Ethical Compass – SOX Challenge www.KPMGUniversityConnection.com
96
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SOX Challenge Game
This Former CEO of Tyco International was convicted of misappropriating over $400 million of the company’s funds.
Reveal Answer
www.KPMGUniversityConnection.com
97
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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98
SOX Challenge Game
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What are Special Purpose Entities (SPEs)?
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www.KPMGUniversityConnection.com
99
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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100
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Originally created by Enron CEO Andrew Fastow, these companies facilitate financial fraud by hiding losses properly attributable to Enron in a process known as off-balance sheet financing.
Reveal Answer
SOX Challenge Game
www.KPMGUniversityConnection.com
101
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
The Ethical Compass – SOX Challenge www.KPMGUniversityConnection.com
102
SOX Challenge Game
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What is the SEC?
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www.KPMGUniversityConnection.com
103
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
The Ethical Compass – SOX Challenge www.KPMGUniversityConnection.com
104
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SOX Challenge Game
This government agency is the primary federal regulatory agency for the securities industry.
Reveal Answer
www.KPMGUniversityConnection.com
105
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
The Ethical Compass – SOX Challenge www.KPMGUniversityConnection.com
106
SOX Challenge Game
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What is Section 802?
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www.KPMGUniversityConnection.com
107
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
The Ethical Compass – SOX Challenge www.KPMGUniversityConnection.com
108
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SOX Challenge Game
This section of SOX imposes a maximum penalty of 20 years in prison and fines for interfering in a federal investigation by destroying, altering, or concealing evidence.
Reveal Answer
www.KPMGUniversityConnection.com
109
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
The Ethical Compass – SOX Challenge www.KPMGUniversityConnection.com
110
SOX Challenge Game
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What is Section 906?
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www.KPMGUniversityConnection.com
111
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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112
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SOX Challenge Game
This section of SOX requires CEO’s and CFO’s to certify periodically that their company’s financial reports fully comply with 1934 Securities Exchange Act and that the information fairly presents financial condition and results of operations.
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www.KPMGUniversityConnection.com
113
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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114
SOX Challenge Game
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What is 5,000,000 and 20 years in prison?
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www.KPMGUniversityConnection.com
115
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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116
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SOX Challenge Game
This is the maximum penalty imposed by Title IX for knowingly certifying inaccurate financial statements.
Reveal Answer
www.KPMGUniversityConnection.com
117
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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118
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What is Section 1106?
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www.KPMGUniversityConnection.com
119
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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120
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This section of Title 11 doubled the dollar value of penalties for violations of the Securities and Exchange Act of 1934
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SOX Challenge Game
www.KPMGUniversityConnection.com
121
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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122
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What is Section 1107?
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www.KPMGUniversityConnection.com
123
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
The Ethical Compass – SOX Challenge www.KPMGUniversityConnection.com
124
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SOX Challenge Game
This section of SOX protects retaliation against informants (whistleblowers) attempting to expose financial fraud.
Reveal Answer
www.KPMGUniversityConnection.com
125
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
The Ethical Compass – SOX Challenge www.KPMGUniversityConnection.com
126
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What is management?
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www.KPMGUniversityConnection.com
127
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
The Ethical Compass – SOX Challenge www.KPMGUniversityConnection.com
128
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SOX Challenge Game
The group that is responsible for the accuracy of financial reports issued by a company.
Reveal Answer
www.KPMGUniversityConnection.com
129
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
The Ethical Compass – SOX Challenge www.KPMGUniversityConnection.com
130
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What is Section 201?
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www.KPMGUniversityConnection.com
131
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
The Ethical Compass – SOX Challenge www.KPMGUniversityConnection.com
132
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SOX Challenge Game
This section of SOX specifies the services that are beyond the scope of practice for a firm that is performing the audit of a public company.
Reveal Answer
www.KPMGUniversityConnection.com
133
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
The Ethical Compass – SOX Challenge www.KPMGUniversityConnection.com
134
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What is 5 years?
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www.KPMGUniversityConnection.com
135
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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136
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SOX Challenge Game
This is the maximum amount of time that an audit partner can serve as either the lead or concurrent partner on an audit in any ten year period under Section 203 of SOX.
Reveal Answer
www.KPMGUniversityConnection.com
137
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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138
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What is a cooling off period?
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www.KPMGUniversityConnection.com
139
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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140
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SOX Challenge Game
This phrase is commonly used to describe the one year waiting period an Audit firm cannot perform audit services if CEO, CFO, controller, chief accounting officer, was employed by and participated in the audit 1-year prior to the start of the audit.
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www.KPMGUniversityConnection.com
141
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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142
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What is Section 204?
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www.KPMGUniversityConnection.com
143
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
The Ethical Compass – SOX Challenge www.KPMGUniversityConnection.com
144
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SOX Challenge Game
This Section of SOX requires that a client’s auditors report directly to a company’s audit committee and not to the company’s management.
Reveal Answer
www.KPMGUniversityConnection.com
145
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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146
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What is nine (9) Sections?
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www.KPMGUniversityConnection.com
147
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
The Ethical Compass – SOX Challenge www.KPMGUniversityConnection.com
148
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SOX Challenge Game
This is the number of sections that are contained in Title II-Auditor Independence of SOX.
Reveal Answer
www.KPMGUniversityConnection.com
149
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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150
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What is the Public Company Accounting Oversight Board?
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www.KPMGUniversityConnection.com
151
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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152
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SOX Challenge Game
This entity was created by the Sarbanes Oxley Act of 2002 and is charged with creating standards for reporting disclosures.
Reveal Answer
www.KPMGUniversityConnection.com
153
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
The Ethical Compass – SOX Challenge www.KPMGUniversityConnection.com
154
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What is section 302?
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www.KPMGUniversityConnection.com
155
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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156
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SOX Challenge Game
This Section of the Sarbanes Oxley Act of 2002 requires that a company’s CEO and CFO personally sign off on the company’s financial reports.
Reveal Answer
www.KPMGUniversityConnection.com
157
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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158
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What is Section 404?
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www.KPMGUniversityConnection.com
159
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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160
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SOX Challenge Game
This Section of Sarbanes-Oxley Act states that the company’s outside auditor must validate and attest to the accuracy of management’s assertions on its internal audit control program on an annual basis.
Reveal Answer
www.KPMGUniversityConnection.com
161
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
The Ethical Compass – SOX Challenge www.KPMGUniversityConnection.com
162
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What was 1957?
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www.KPMGUniversityConnection.com
163
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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164
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SOX Challenge Game
This was the year the American Institute of Certified Public Accountants (AICPA) was founded.
Reveal Answer
www.KPMGUniversityConnection.com
165
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
The Ethical Compass – SOX Challenge www.KPMGUniversityConnection.com
166
SOX Challenge Game
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What is section 406?
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www.KPMGUniversityConnection.com
167
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
The Ethical Compass – SOX Challenge www.KPMGUniversityConnection.com
168
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SOX Challenge Game
This section of SOX requires a company to disclose whether a company has a Code of Ethics.
Reveal Answer
www.KPMGUniversityConnection.com
169
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
The Ethical Compass – SOX Challenge www.KPMGUniversityConnection.com
170
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What is COSO?
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www.KPMGUniversityConnection.com
171
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
The Ethical Compass – SOX Challenge www.KPMGUniversityConnection.com
172
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SOX Challenge Game
This framework for evaluating the internal control process over financial reporting is the most commonly used by company executives publishing reports to comply with Section 404.
Reveal Answer
www.KPMGUniversityConnection.com
173
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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174
SOX Challenge Game
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Who are Paul Sarbanes and Michael Oxley?
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www.KPMGUniversityConnection.com
175
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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176
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SOX Challenge Game
This Senator and Congressman are credited with drafting the most significant legislation affecting the accounting profession since 1933 Securities Act and 1934 Securities Exchange Act -first and last names.
Reveal Answer
www.KPMGUniversityConnection.com
177
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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178
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What is Title IX?
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www.KPMGUniversityConnection.com
179
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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180
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SOX Challenge Game
This title of SOX is also known as the White Collar Crime Penalty Enhancements.
Reveal Answer
www.KPMGUniversityConnection.com
181
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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182
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What is Adelphia?
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www.KPMGUniversityConnection.com
183
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
The Ethical Compass – SOX Challenge www.KPMGUniversityConnection.com
184
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SOX Challenge Game
This family run corporation reported financial statements that hide over $2.5 billion of debt and the senior officers of the company were found guilty of embezzlement on March 28, 2002.
Reveal Answer
www.KPMGUniversityConnection.com
185
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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186
SOX Challenge Game
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What is PCAOB Audit Standard #2?
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www.KPMGUniversityConnection.com
187
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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188
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SOX Challenge Game
Of the five Audit Standards published, this provision was superseded by Audit Standard #5.
Reveal Answer
www.KPMGUniversityConnection.com
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© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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SOX Challenge Game
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What is Section 501?
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© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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SOX Challenge Game
The SEC established this section to foster greater public confidence in securities research, and to protect the objectivity and independence of securities analysts.
Reveal Answer
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© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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SOX Challenge Game
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What is Section 1001?
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195
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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SOX Challenge Game
This section of Title X provides a Sense of the Senate regarding the signing of corporate tax returns by chief executive officers.
Reveal Answer
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© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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Final Question Challenge
Reveal Answer
Reveal Final SOX Challenge Question
Risk your points
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Final Question Challenge
These are the five main objectives for the enactment of the
Sarbanes-Oxley Act of 2002.
Reveal Answer
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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Five main objectives of SOX
What is:• Improve corporate governance and rebuild public trust
in corporate practices • Increase the accountability of management of public
companies and enable a higher level of financial reporting transparency
• Increase the oversight of public accounting firms and audit quality
• Place greater emphasis around efforts to prevent, detect, investigate and remediate fraud and misconduct
• Restore investor confidence in the capital markets
Game Over!
© 2012 KPMG LLP, a Delaware limited liability partnership and the U.S. member firm of the KPMG network of independent member firms affiliated with KPMG International Cooperative (“KPMG International”), a Swiss entity. All rights reserved. The KPMG name, logo and “cutting through complexity” are registered trademarks or trademarks of KPMG International. © 2012 Barbara Porco. Used with Permission. All rights reserved.
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Congratulations!
You are allSarbanes-Oxley
Specialists!
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Questions?