Sarbanes-Oxley Act 2002( SOX)

Sarbanes-Oxley Act 2002 (SOX)

            The name ‘Sarbanes-Oxley Act’ is derived from the former representative, Michael Oxley, and the former senator, Paul Sarbanes. This act was passed in 2002 by the U.S. Congress with an aim of protecting investors from suffering from the results of fraudulent accounting activities of companies. The Sarbanes-Oxley Act (SOX) contains strict reforms that are meant to improve and enhance the disclosure of financial activities by corporations with an aim of reducing accounting fraud. Many accounting scandals were witnessed in the early 2000’s. These included such scandals as WorldCom, Enron and Tyco. These scandals trembled the investor’s confidence regarding financial statements, and an immediate overhaul was required to introduce and affirm regulatory standards. President George W. Bush signed it as a law on July 30, 2002 (John, 2007).

            The enforcement policies and the rules contained in the SOX Act were created to either amend or supplement the existing legislation that dealt with security regulations. The pivotal provisions of the SOX Act include the consent of the top management to certify the accuracy of any financial statement made. In addition, there is a separate section requiring all organizations to be equipped with internal control and reporting methods on the adequacy of control systems. Although it could be thought as an expensive adventure, all corporations were to fulfill these conditions (Clark, 2005).

            If enacted, the SOX legislation proposals would go a long way in ensuring that shareholders and the public would not suffer financially from financial losses emanating from fraudulent practices in enterprises. The Securities and Exchange Commission (SEC) normally administers the act. The group ensures that there are deadlines that are set for compliance and is involved in publishing rules on requirements.

            The legislation affects both cooperation and information technology, which is also the custodian of keeping corporations’ electronic records. The act states that all electronic records of an organization should be kept for not less than five years. There are consequences for non-compliance (DeFond & Francis, 2005). They may include imprisonment, fine or both. As a requirement that is put forth by the legislation, information technology is required to keep records of all proceedings of a corporation in a save archive. It should satisfy the demands of the legislation.

            The act is going to restore hope of many investors. It will be applied to both U.S. and non-U.S. issuers. Non-U.S. companies that are registered with the New York Stock Exchange, among other national security exchanges, are also required to subscribe to the demands of the act. However, for those companies that are exempted from the SEC, this act does not apply. Therefore, it can be said that the greatest task that SOX has to do is to widen the scope of accountability and transparency among corporations’ officers, who issue financial statements (John, 2007). According to the act, there is no distinction between foreign or local companies, but all CEOs are held responsible pursuant to the same standards.

            A CFO or a CEO is expected to maintain an open and honest relationship with stakeholders of any cooperation. The act came as an important tool that would go a long way in ensuring that officers and directors of public corporations are honest in their dealing with activities involving the public. Trust and confidence of shareholders result in laying a loyal foundation among different shareholders of any given corporation. Confidence and trust grow from transparency and accountability (Friedman, 2002).

              After signing the new law, a new private and a non-profit making corporation, the Public Company Accounting Oversight Board (PCAOB), was mandated to oversee the financial reporting of all public corporations to reduce the effects that the lack of transparency and accountability would bring about. In the act, the audit committee should meet privately with the team of management, and the external and internal auditors, so that they can verify the financial report. The audit committee has the mandate to either hire or fire the selected auditors. There is a great responsibility bestowed to the audit committee. It is accountable for all shareholders that it represents and has to work towards ensuring that their satisfaction is guaranteed.

            The role of CEOs and CFOs is to build relationships with shareholders that are very vital in affecting investments positively. Such characteristics as trust, honesty, accountability and transparency must be established in order to win confidence of shareholders. However, some people may view the introduced legislation as a hindrance to the effectiveness of many public companies. The disclosure of activities taking place in any corporation is very beneficial to corporate governance. There are many views that the SOX law tends to negatively affect public companies with the outlined requirements. On the other hand, however, the law can be used to distinguish bad CFOs from good ones through revealing firm’s internal control quality (Iliev, 2007). In case there are registered public accounting firms, they must be independent from the influence of companies. In this case, an independent board of directors is normally formed to ensure that conflicts of interests and increased checks and balances are maintained.

            From the accurate application of the Sarbanes-Oxley Act, the financial reporting of businesses is likely to be accurate preventing business fraud. It will affect both investors and employees that work for companies. In Section 404 of the regulations, companies are supposed to provide an accurate annual report on the effectiveness of the internal control in financial reporting (Iliev, 2007). Any false reporting or certification attracts penalties. In doing this, financial fraudulent activities are reduced improving the reputation of the business.

            The disadvantage that the system may pose is that more audits and additional finances spent on employees are likely to act as a drawback to a profit made. Every corporation is to have an audit committee. The committee ensures the integrity of the company as far as financial accounting is concerned. It means that more members have an additional responsibility increasing expenses. Although there are more expenses that are likely to be accrued, there is an advantage in the fact that company’s financial accounting can be trusted. If an individual does not trust any of the financial reports of a company, then he or she can take a legal action against the firm. The SOX can be seen to be an improved legislation by the fact that the previous legislations that were imposed could not deal with auditors, CEOs and CFOs.

            The new legislation, the Sarbanes-Oxley Act, contains an expanded responsibility of auditors, the management team, the audit committee and other cooperate governance actors and the board (Iliev, 2007). Corporate governance has been integrated in the system to play an active role in ensuring that there is the control of financial accounts in public corporations. In the past, the audit committee played a passive role in resolving contentious issues with the management team. However, most respondents say that auditors try as much as they can to resolve issues with the management before they come to the audit committee. The research that has been carried out shows that CEO and CFO certification has a positive effect on the integrity of financial reporting.

            The Sarbanes-Oxley Act has eleven titles with specific mandates for financial reporting. The first one is The Public Company Accounting Oversight Board (PCAOB). Its task is to oversee that the general rules of the act are adhered to, inspecting the quality and control of firm’s financial accounting, as well as registering new auditors in the market. Second, there is the section Auditor independence, which also consists of nine sections. The title requires that auditors should be immune from influences. It will go a long way in limiting conflicts of interests. The third section is Corporate responsibility (John, 2007). In this section, there are eight subsections. It outlines that every person should be able to take his or her own responsibility, namely CEOs and CFOs. The integration of the top officials with the audit committee is also clearly elaborated.

            The fourth part is Enhanced financial disclosures. This part contains nine sections. It outlines and explains financial statements that are to be disclosed during the financial accounting year. For example, there are proforma figures, off-balance sheets and stock transactions of cooperate officers. In the fifth section, there is the analyst conflict of interests. There is only one section in this part. This part is designed to assist in restoring investor confidence. The sixth part Commission resources and authority contains four sections. The content is useful in assisting a SEC in defining the content of professionalism and the condition, under which an individual may be barred from carrying out such practices as brokerage (John, 2007). The seventh section contains five sections. It requires a SEC to perform various studies and report their findings.

            The eighth section is Corporate and criminal fraud accountability. There are seven sections in this part. It outlines the responsibility of scrutinizing financial accounts, the protection from the manipulation and destruction of data and the protection of whistle blowers. The ninth part is called White-collar crime penalty enhancement. This part emphasizes the strictness associated with white-collar crimes. It also outlines that a failure to certify financial accounts is an offense. The tenth part is Corporate tax returns. There is only one section in this part. It mandates that a CEO should sign tax returns of the company (Laux, 2008). The last part is Cooperate fraud accountability. The part identifies records tampering and fraud as criminal offences. It joins those offences to specific penalties. Sentence guidelines are strengthened, and there are penalties.

             Sarbanes-Oxley created new incentives to disclose control system weaknesses. Top officers must certify that they have evaluated control systems in their firms. There was a claim, which used to be common before the law was passed, that the top officials used to assert that they were unaware of fraudulent practices that used to happen within their firms. However, with the introduction of the Sarbanes-Oxley Act of 2002, this claim is weakened. The attestation by auditors has furthered the disclosure (John, 2007).

            In a nutshell, the original intention of improving the transparency of the financial accountability of firms, which are publicly held, has been accomplished by the Sarbanes-Oxley Act. First, the audit committee of Public Company Boards of Directors is held accountable. It means that there is an improvement in the accuracy of reports (Baker & Hayes, 2005).There is also the increased transparency and the accountability of CEOs and CFOs in public companies.     

References

 John, C. C. (2007). The goals and promise of the Sarbanes-Oxley Act. The Journal of       Economic Perspectives, 21 (1), 91-116.

Baker, C., & Hayes, R. (2005). The Enron fallout: Was Enron an accounting failure?         Managerial Finance, 31, 5–28.

Clark, R. (2005). Corporate governance changes in the wake of the Sarbanes–Oxley Act: A          morality tale for policymakers too. Georgia State Law Review, 251.

DeFond, M., & Francis, J. (2005). Audit research after Sarbanes–Oxley. Auditing: A Journal        of Practice and Theory, 24, 5–30.

Iliev, P. (2007). The effect of the Sarbanes–Oxley Act (Section 404). Retrieved from http://ssrn.com/abstract=983772

Laux, V. (2008). Board independence and CEO turnover. Journal of Accounting Research,          46 (1), 137–171.