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Security Governance

What is the Sarbanes-Oxley Act (SOX)?

The Sarbanes Oxley Act (SOX) is a landmark federal law aimed at bolstering auditing and financial regulations, particularly for public companies.

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The Sarbanes-Oxley Act (SOX) of 2002 is a landmark federal law aimed at improving auditing and financial regulations for public companies.

A Brief History of the Law

SOX was enacted in response to high-profile corporate scandals, including those involving Enron, WorldCom, and Tyco International. These scandals underscored the need for regulatory reforms to protect investors and prevent future abuses.

Signed into law by President George W. Bush on July 30, 2002, SOX represents one of the most significant pieces of security legislation since the Securities Exchange Act of 1934.

Why is it called SOX?

The law is named after its sponsors, U.S. Senator Paul Sarbanes and U.S. Representative Michael Oxley.

Who Does the Sarbanes-Oxley Act Benefit?

The Sarbanes-Oxley Act was written to benefit shareholders, employees, and the public. It does this at the federal level by promoting transparency, accountability, and integrity in financial reporting. It aims to prevent corporate fraud and restore trust in the integrity of financial markets.

Key Provisions and Requirements

SOX consists of 11 sections, with notable emphasis on Sections 302 and 404.

Section 302 focuses on corporate responsibility for financial reports, mandating CEOs and CFOs to review all financial reports for accuracy.

Section 404 necessitates management assessment of internal controls, compelling companies to disclose details about their internal accounting controls and procedures for financial reporting.

Other key provisions include:

  • Mandated disclosure of off-balance sheet transactions
  • Prohibition of personal loans from corporations to executives
  • Whistleblower protection for employees reporting fraud

Auditing Practices

SOX introduced new requirements for corporate auditing practices, mandating public corporations to engage independent auditors to review their accounting practices.

The Act also defines rules for corporate audit committees and external auditors, emphasizing the separation of duties to prevent conflicts of interest and fraudulent financial practices.

SOX and the PCAOB

SOX led to the creation of the Public Company Accounting Oversight Board (PCAOB). This board sets the standards for audit reports and overseeing compliance at registered accounting firms.

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Benefits and Drawbacks

SOX's aim was to restore investor confidence and improve financial reporting. However, it has been criticized by some for its perceived burden on businesses. Critics argue compliance costs are exorbitant, particularly for smaller firms. However, studies have shown benefits such as increased financial statement accuracy and enhanced investor confidence.

Two decades after becoming law, SOX continues to play a vital role in safeguarding investors and maintaining confidence in the integrity of financial markets.

Learn more

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Reference: H.R.3763 - Sarbanes-Oxley Act of 2002