Sarbanes Oxley Expert (CSOE)
EU Sarbanes Oxley Expert (CEUSOE)
Japanese Sarbanes Oxley Expert (CJSOXE)
Welcome to the Sarbanes Oxley Compliance Professionals Association
the largest Association of Sarbanes Oxley professionals in the
Dear Risk and Compliance Management Professional,
Signed into law on July 30, 2002,
the Sarbanes-Oxley Act raised the bar
for risk management, corporate governance, internal controls, risk
awareness and training, disclosure and auditing requirements for
SOX ended more
than 100 years of self-regulation and established the
independent oversight of public company audits by the Public
Company Accounting Oversight Board (PCAOB).
SOX was designed to
restore public confidence in
financial reporting with more transparent financial practices, and
hold management criminally liable for violations and
compliance with the Sarbanes-Oxley Act is evidence that SOX was
trusted, and it restored confidence. The risk to
not-for-profit organizations of
a damaged reputation has probably never been as great as it is
today. They understand that many of their problems could have been
avoided by more effective risk management and more transparent
reporting. These not-for-profit
organizations have no obligation to comply with SOX, but they do
it. They report that SOX compliance is extremely beneficial
After the Sarbanes-Oxley Act,
management really cared about
risks and controls, and this is a major achievement.
SOX has its
critics too. Some of them
believe that SOX went too far, stating that the legislation
is overly complex and reduces
the U.S.’s international competitive edge against foreign firms.
that SOX didn't go far enough.
As in the implosion of Lehman
Brothers, the fall of Bernard Madoff
and other cases in recent years, many
asked: Did SOX go far enough?
In response to the recent crisis, U.S.
lawmakers passed the Dodd-Frank Act
that amended certain sections of the Sarbanes Oxley Act. SOX is
part of the new regulatory reform. Lawmakers did not make the
Sarbanes Oxley provisions weaker, they have made them more strict
whistleblowers now have a monetary incentive to report
matters to the SEC (they may be entitled to as much as 10 percent
to 30 percent of the monetary sanctions imposed).
Management should clearly explain
to all employees the importance of prompt reporting of violations.
Public companies should do
much more for complaints submitted to audit committees or
employee hotlines to address areas of potential concern.
The Dodd-Frank Act also provides an employee with
remedies against the employer
that has violated the whistleblower provisions of the Dodd-Frank
These remedies include reinstatement with the same
seniority status that the individual would have had, two times the
amount of back pay otherwise owed to the individual, with
interest, and even compensation for litigation costs, expert
witness fees, and reasonable attorneys’ fees.
Does it look like the end of Sarbanes
Oxley? No, it is Sarbanes Oxley on steroids.
We have some good news for you.
Compliance Management has become
much more important, after the recent crisis.
Sarbanes Oxley knowledge is
understand risks, controls, policies, procedures, accountability,
testing, documentation, preparation for audits. You have what
investors need to trust companies.
Sarbanes Oxley Compliance Professionals Association (SOXCPA)
is the largest association of Sarbanes Oxley professionals in
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President of the
Sarbanes Oxley Compliance Professionals Association (SOXCPA)
General Manager, Compliance LLC
1200 G Street NW Suite 800,
Washington DC 20005, USA
Tel: (202) 449-9750
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THE SARBANES OXLEY ACT OF 2002
One Hundred Seventh Congress of the United States of America
THE SECOND SESSION
Begun and held at the City of
Washington on Wednesday, the twenty-third day of January, two thousand
To protect investors by improving the
accuracy and reliability of corporate disclosures made pursuant to the
securities laws, and for other purposes.
Be it enacted by the
Senate and House of Representatives of the United States of America in
SECTION 1. SHORT TITLE; TABLE OF CONTENTS.
(a) SHORT TITLE.—This Act may be cited as the ‘‘Sarbanes-Oxley Act
(b) TABLE OF CONTENTS.—The table of contents for
this Act is as follows:
Sec. 1. Short title; table of contents.
Sec. 2. Definitions.
Sec. 3. Commission rules and enforcement.
TITLE I—PUBLIC COMPANY ACCOUNTING OVERSIGHT BOARD
Establishment; administrative provisions.
Sec. 102. Registration
with the Board.
Sec. 103. Auditing, quality control, and
independence standards and rules.
Sec. 104. Inspections of
registered public accounting firms.
Sec. 105. Investigations and
Sec. 106. Foreign public accounting
Sec. 107. Commission oversight of the Board.
Sec. 109. Funding.
Sec. 201. Services outside the scope of practice of
Sec. 202. Preapproval requirements.
Sec. 203. Audit
Sec. 204. Auditor reports to audit committees.
Sec. 205. Conforming amendments.
Sec. 206. Conflicts of interest.
Sec. 207. Study of mandatory rotation of registered public accounting
Sec. 208. Commission authority.
Sec. 209. Considerations
by appropriate State regulatory authorities.
Sec. 301. Public company audit
Sec. 302. Corporate responsibility for financial
Sec. 303. Improper influence on conduct of audits.
304. Forfeiture of certain bonuses and profits.
Sec. 305. Officer
and director bars and penalties.
Sec. 306. Insider trades during
pension fund blackout periods.
Sec. 307. Rules of professional
responsibility for attorneys.
Sec. 308. Fair funds for investors.
TITLE IV—ENHANCED FINANCIAL DISCLOSURES
Sec. 401. Disclosures
in periodic reports.
Sec. 402. Enhanced conflict of interest
Sec. 403. Disclosures of transactions involving
management and principal stockholders.
Sec. 404. Management
assessment of internal controls.
Sec. 405. Exemption.
Code of ethics for senior financial officers.
Sec. 407. Disclosure
of audit committee financial expert.
Sec. 408. Enhanced review of
periodic disclosures by issuers.
Sec. 409. Real time issuer
TITLE V—ANALYST CONFLICTS OF INTEREST
Treatment of securities analysts by registered securities associations
and national securities exchanges.
RESOURCES AND AUTHORITY
Sec. 601. Authorization of appropriations.
Sec. 602. Appearance and practice before the Commission.
Federal court authority to impose penny stock bars.
Qualifications of associated persons of brokers and dealers.
TITLE VII—STUDIES AND REPORTS
Sec. 701. GAO study and report
regarding consolidation of public accounting firms.
Commission study and report regarding credit rating agencies.
703. Study and report on violators and violations
Sec. 704. Study
of enforcement actions.
Sec. 705. Study of investment banks.
TITLE VIII—CORPORATE AND CRIMINAL FRAUD ACCOUNTABILITY
801. Short title.
Sec. 802. Criminal penalties for altering
Sec. 803. Debts nondischargeable if incurred in
violation of securities fraud laws.
Sec. 804. Statute of
limitations for securities fraud.
Sec. 805. Review of Federal
Sentencing Guidelines for obstruction of justice and extensive
Sec. 806. Protection for employees of publicly
traded companies who provide evidence of fraud.
Sec. 807. Criminal
penalties for defrauding shareholders of publicly traded companies.
TITLE IX—WHITE-COLLAR CRIME PENALTY ENHANCEMENTS
Sec. 902. Attempts and conspiracies to commit criminal
Sec. 903. Criminal penalties for mail and wire
Sec. 904. Criminal penalties for violations of the Employee
Retirement Income Security Act of 1974.
Sec. 905. Amendment to
sentencing guidelines relating to certain white-collar offenses.
Sec. 906. Corporate responsibility for financial reports.
X—CORPORATE TAX RETURNS
Sec. 1001. Sense of the Senate regarding
the signing of corporate tax returns by chief executive officers.
TITLE XI—CORPORATE FRAUD AND ACCOUNTABILITY
Sec. 1101. Short
Sec. 1102. Tampering with a record or otherwise impeding an
Sec. 1103. Temporary freeze authority for the
Securities and Exchange Commission.
Sec. 1104. Amendment to the
Federal Sentencing Guidelines.
Sec. 1105. Authority of the
Commission to prohibit persons from serving as officers or directors.
Sec. 1106. Increased criminal penalties under Securities Exchange Act
Sec. 1107. Retaliation against informants.
Privacy and Compliance with the Federal Trade Commission Fair, the
California Online Privacy Protection Act, the Children Online
Privacy Protection Act, the Privacy Alliance, the Controlling the
Assault of Non-Solicited Pornography and Marketing Act, DMCA,
Terms and Conditions, Disclaimers, Legal etc.