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1、1,达盟（上海）财务管理咨询有限公司,TMF Services Ltd.,2,SOX Training Agenda,1. Overview of Sarbanes-Oxley Act 2. COSO Internal Control Framework 3. What Could Go Wrong (Risk) 4. Internal Control 5. Typical mistakes in control identification 6. Risk and Control Mapping 7. Identification of Key Control 8. Control Defi
2、ciency 9. Walkthrough 10. Test of Control 11. Comparison between Walkthrough and Test of Control 12. SOX Project Overview 13. SOX Documentation and Requirement,3,Overview of Sarbanes Oxley Act,General Introduction to the Act What were the Causes? Introduction to Various Key Sections,4,Overview of Sa
3、rbanes Oxley Act,The Sarbanes-Oxley Act is a US law enacted by President Bush on July 30, 2002 formally known as “The Public Company Accounting Reform and Investor Protection Act”(上市公司会计改革与投资者保护法案).,5,Overview of Sarbanes Oxley Act,What were the Causes?: 1. Why enact Sarbanes-Oxley? Enron WorldCom R
4、estore Investor Confidence Increased Transparency Reform Accounting Industry 2. Protecting the interests of:- Shareholders Pension beneficiaries Employees,6,Overview of Sarbanes Oxley Act,What the Act did: Added new financial disclosure requirements Increased CEO/CFO responsibilities and penalties C
5、reated a Public Company Accounting Oversight Board (PCAOB), with standard-setting, investigative, and disciplinary authority Strengthened auditor independence rules Added internal control reporting requirement,7,Overview of Sarbanes Oxley Act,The Act contains 11 titles with various sections: Title I
6、: Public Company Accounting Oversight Board Title II: Auditor Independence Title III: Corporate Responsibility (Section 302) Title IV: Enhanced Financial Disclosures (Section 404) Title V: Analyst Conflicts of Interest Title VI: Commission Resources and Authority Title VII: Studies and Reports Title
7、 VIII: Corporate and Criminal Fraud Accountability Title IX: White-collar Crime Penalty Enhancements (Section 906) Title X: Corporate Tax Returns Title XI: Corporate Fraud and Accountability,8,Overview of Sarbanes Oxley Act,Section 404 requirement: Requires each annual report to contain an “internal
8、 control report”, which must include: 1. A statement of managements responsibility for establishing and maintaining adequate internal controls over financial reporting; 2. Managements assessment of the effectiveness of the companys internal control over financial reporting as of the end of the compa
9、nys most recent fiscal year; 3. A statement identifying the framework used by management to evaluate the effectiveness of the internal control over financial reporting; and 4. A statement that the external auditor has issued an attestation report on managements assessment.,9,Overview of Sarbanes Oxl
10、ey Act,The SECs final 404 rules preclude management from concluding the effectiveness of the internal control over financial reporting if one or more “material weakness” is identified. The rules also require management to disclose any “material weaknesses” identified in the course of the evaluation.
11、,10,Overview of Sarbanes Oxley Act,Deadline for Implementation of SOX 404 Requirement:,11,Overview of Sarbanes Oxley Act,A company becomes an “accelerated filer” (加速呈报公司) after it first meets ALL 4 of the following requirements as of the end of a fiscal year: The aggregate market value of common equ
12、ity is USD$75 million or more, measured as of the end of the companys second fiscal quarter; The company has been subject to the requirements of the Securities Exchange Act for at least 12 months as of the end of the fiscal year; The company has filed at least one annual report on Form 10-K; and The
13、 company is not eligible to use Form 10-KSB and Form 10-QSB for its annual and quarterly reports as of the end of the fiscal year,12,SOX Training Agenda,1. Overview of Sarbanes-Oxley Act 2. COSO Internal Control Framework 3. What Could Go Wrong (Risk) 4. Internal Control 5. Typical mistakes in contr
14、ol identification 6. Risk and Control Mapping 7. Identification of Key Control 8. Control Deficiency 9. Walkthrough 10. Test of Control 11. Relationship between Walkthrough and Test of Control 12. SOX Project Overview 13. SOX Documentation and Requirement,13,COSO Internal Control Framework,COSO: The
15、 Committee of Sponsoring Organizations of the Treadway Commission (美国反对虚假财务报告委员会的赞 助委员会/美国反欺诈性财务报告委员会管理组织) COSO was originally formed in 1985 to sponsor the National Commission on Fraudulent Financial Reporting, an independent private sector initiative which studied the causal factors that can lead
16、to fraudulent financial reporting and developed recommendations for public companies and their independent auditors, for the SEC and other regulators, and for educational institutions. The National Commission was jointly sponsored by five major professional associations in the United States, the American Accounting Association, the American Institute of Certified Public Accountants, Financial Executives International, The Institu
