The Act was primarily designed to restore investor confidence following well-publicized bankruptcies and internal control breakdowns that brought chief executives, audit committees, and the independent auditors under heavy scrutiny. The Act called for the formation of a Public Company Accounting Oversight Board PCAOB and specified several requirements "sections" that include management's quarterly certification of their financial results Section and management's annual assertion that internal controls over financial reporting are effective Section In the case of Sectionthe independent auditor of the organization is required to opine on the effectiveness of internal control over financial reporting in addition to the auditor's opinion on the fair presentation of the organization's financial statements also referred to as the "integrated audit".
Method[ edit ] The guidance is principles-based, providing significant flexibility in the TDRA approach. There are two major steps: Determining scope[ edit ] The key SEC principle related to establishing the scope of controls for testing may be stated as follows: Determine significance and misstatement risk for financial reporting elements accounts and disclosures [ edit ] Under the PCAOB AS 5 guidance, the auditor is required to determine whether an account is "significant" or not i.
Significant accounts and disclosures are in-scope for assessment, so management typically includes this information in its documentation and generally performs this analysis for review by the auditor. This documentation may be referred to in practice as the "significant account analysis.
New under the SEC guidance is the concept of also rating each significant account for "misstatement risk" low, medium, or highbased on similar factors used to determine significance.
The misstatement risk ranking is a key factor used to determine the nature, timing, and extent of evidence to be obtained. Both significance and misstatement risk are inherent risk concepts, meaning that conclusions regarding which accounts are in-scope are determined before considering the effectiveness of controls.
Identify financial reporting objectives[ edit ] Objectives help set the context and boundaries in which risk assessment occurs. Objectives, risks, and controls may be analyzed at each of these levels. The concept of a top-down risk assessment means considering the higher-levels of the framework first, to filter from consideration as much of the lower-level assessment activity as possible.
There are many approaches to top-down risk assessment. Management may explicitly document control objectives, or use texts and other references to ensure their risk statement and control statement documentation is complete.
There are two primary levels at which objectives and also controls are defined: An example of an entity-level control objective is: Evaluation suggestions are included at the end of key COSO chapters and in the "Evaluation Tools" volume; these can be modified into objective statements.
An example of an assertion-level control objective is "Revenue is recognized only upon the delivery of products and services. SAS includes the latest guidance on financial statement assertions.
This is how most auditing textbooks organize control objectives. Processes can also be risk-ranked. COSO issued revised guidance in effective for companies with year-end dates after December 15, This essentially requires control statements to be referenced to 17 "principles" beneath the five COSO "components.
Most of the principles and points of focus relate to entity-level controls. As of June the approaches used in practice were in the early stages of development. Identify material risks to the achievement of the objectives[ edit ] One definition of risk is anything that can interfere with the achievement of an objective.
A risk statement is an expression of "what can go wrong. Note that this is a slight amendment to the "more than remote" likelihood language of PCAOB AS2, intended to limit the scope to fewer, more critical material risks and related controls.
An example of a risk statement corresponding to the above assertion level control objective might be: MMR may be identified by asking the question: Communication interfaces, changes people, process or systemsfraud vulnerability, management override of controls, incentive structure, complex transactions, and degree of judgment or human intervention involved in processing are other high-risk topics.
In general, management considers questions such as: What is really difficult to get right? What accounting problems have we had in the past? Who might be capable or motivated to commit fraud or fraudulent financial reporting?
As a high percentage of financial frauds historically have involved the overstatement of revenue, such accounts typically merit additional attention. Under the guidance, companies are required to perform a fraud risk assessment and assess related controls. This typically involves identifying scenarios in which theft or loss could occur and determining if existing control procedures effectively manage the risk to an acceptable level.
These MMR statements serve as a target, focusing efforts to identify mitigating controls.
The word "mitigate" in this context means the control or controls reduces the likelihood of material error presented by the MMR to a "remote" probability.
This level of assurance is required because a material weakness must be disclosed if there is a "reasonably possible" or "probable" possibility of a material misstatement of a significant account. Even though multiple controls may bear on the risk, only those that address it as defined above are included in the assessment.
In practice, these are called the "in-scope" or "key" controls that require testing. The future event or events are likely to occur.SOX compliance costs represent a tax on inefficiency, encouraging companies to centralize and automate their financial reporting systems.
This is apparent in the comparative costs of companies with decentralized operations and systems, versus those with centralized, more efficient systems. This monograph is designed to assist management in its efforts to satisfy its responsibilities established by the Public Company Accounting Reform and Investor Protection Act of SOX is implemented using an ERP software system.
Testing and Auditing SOX For information on testing and auditing SOX section for compliance, see Sarbanes-Oxley Compliance Checklist and Sarbanes-Oxley Auditing Requirements. Section of the Sarbanes-Oxley Act requires public companies' annual reports to include the company's own assessment of internal control over financial reporting, and an auditor's attestation.
Since the law was enacted, however, both requirements have been postponed for smaller public companies. Identifies a PCAOB statement that highlights the benefits of improved control systems for efficient compliance with section of the Sarbanes-Oxley Act Sarbanes-Oxley Act Section This section is listed under Title IV of the act (Enhanced Financial Disclosures), and pertains to 'Management Assessment of Internal Controls'.