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The Sarbanes-Oxley Act Explained

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Public Company Accounting Oversight Board (PCAOB)

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A board created to oversee the accounting industry and establish standards for audit reports, ensuring independent and accurate audits.

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Certification of financial reports by CEOs and CFOs

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Requires that CEOs and CFOs certify the accuracy of financial statements, holding them accountable for any misrepresentations.

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Ban on Personal Loans to Executives

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Prohibits personal loans from companies to their executives, preventing conflicts of interest and financial misconduct.

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Enhanced Financial Disclosures

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Requires more detailed and transparent financial disclosures from corporations, including off-balance sheet transactions and obligations.

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Internal Control over Financial Reporting

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Mandates that companies implement robust internal controls and procedures to ensure accurate financial reporting.

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Auditor Independence

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Establishes restrictions on auditors to prevent conflicts of interest, ensuring autonomous and unbiased auditing.

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Prohibition of Audit and Non-Audit Service Conflict

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Prevents auditors from providing certain non-audit services to their audit clients, avoiding a potential conflict of interest.

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Whistleblower Protection

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Provides protection for whistleblowers who report fraudulent activities, encouraging the reporting of misconduct without fear of retaliation.

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Criminal and Civil Penalties for Securities Fraud

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Increases the penalties for securities fraud, aiming to deter wrongdoing and protect investors.

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Retention of Audit and Review Records

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Requires auditors to maintain all audit and review records for at least five years, ensuring that evidence is available for potential investigations.

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Management Assessment of Internal Controls

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Requires management to assess the effectiveness of the company's internal controls annually and report the findings.

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Code of Ethics for Senior Financial Officers

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Mandates a company to disclose whether it has adopted a code of ethics for senior financial officers, promoting ethical conduct.

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Disclosures of Material Off-Balance Sheet Transactions

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Requires companies to disclose material off-balance sheet transactions in their financial reports, increasing transparency.

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Securities Fraud as a Criminal Offense

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Defines securities fraud as a criminal offense and imposes severe penalties for violations to deter fraudulent practices.

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Real-Time Issuer Disclosures

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Requires that companies disclose to the public on an urgent basis information concerning material changes in their financial condition or operations.

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