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The Sarbanes-Oxley Act Explained
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Public Company Accounting Oversight Board (PCAOB)
A board created to oversee the accounting industry and establish standards for audit reports, ensuring independent and accurate audits.
Certification of financial reports by CEOs and CFOs
Requires that CEOs and CFOs certify the accuracy of financial statements, holding them accountable for any misrepresentations.
Ban on Personal Loans to Executives
Prohibits personal loans from companies to their executives, preventing conflicts of interest and financial misconduct.
Enhanced Financial Disclosures
Requires more detailed and transparent financial disclosures from corporations, including off-balance sheet transactions and obligations.
Internal Control over Financial Reporting
Mandates that companies implement robust internal controls and procedures to ensure accurate financial reporting.
Auditor Independence
Establishes restrictions on auditors to prevent conflicts of interest, ensuring autonomous and unbiased auditing.
Prohibition of Audit and Non-Audit Service Conflict
Prevents auditors from providing certain non-audit services to their audit clients, avoiding a potential conflict of interest.
Whistleblower Protection
Provides protection for whistleblowers who report fraudulent activities, encouraging the reporting of misconduct without fear of retaliation.
Criminal and Civil Penalties for Securities Fraud
Increases the penalties for securities fraud, aiming to deter wrongdoing and protect investors.
Retention of Audit and Review Records
Requires auditors to maintain all audit and review records for at least five years, ensuring that evidence is available for potential investigations.
Management Assessment of Internal Controls
Requires management to assess the effectiveness of the company's internal controls annually and report the findings.
Code of Ethics for Senior Financial Officers
Mandates a company to disclose whether it has adopted a code of ethics for senior financial officers, promoting ethical conduct.
Disclosures of Material Off-Balance Sheet Transactions
Requires companies to disclose material off-balance sheet transactions in their financial reports, increasing transparency.
Securities Fraud as a Criminal Offense
Defines securities fraud as a criminal offense and imposes severe penalties for violations to deter fraudulent practices.
Real-Time Issuer Disclosures
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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