sarbanes oxley act of 2002

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Sarbanes Oxley Overview
Applications and Goals of the Act
Summary of Title I: Accounting Oversight Board
Summary of Title II: Auditor Independence
Section 401: Disclosure of Reports
Section 802: Destroying Documents and Criminal Penalties
Section 906: Corporate Responsibility for Financial Reports
   
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Summary of Title I: Accounting Oversight Board

Title I: Public Company Accounting Oversight Board Establishes the Public Company Accounting Oversight Board (Board) to: (1) oversee the audit of public companies that are subject to the securities laws; (2) establish audit report standards and rules; and (3) inspect, investigate, and enforce compliance on the part of registered public accounting firms, their associated persons, and certified public accountants.

(Sec. 101) Prohibits Board membership from including more than two certified public accountants. (Sec. 102) Requires a public accounting firm that performs or participates in any audit report with respect to any issuer to register with the Board.

(Sec. 103) Directs the Board to establish (or modify) the auditing and related attestation standards, quality control, and the ethics standards used by registered public accounting firms to prepare and issue audit reports.

Requires auditing standards to include: (1) a seven-year retention period for audit work papers; (2) concurring or second partner review and approval by a Board-prescribed qualified person; (3) an evaluation of whether internal control structure and procedures include records that accurately reflect transactions and dispositions of assets; (4) assurance that transactions are recorded to permit preparation of financial statements in accordance with generally accepted accounting principles (GAAP), and that receipts and expenditures are made only with authorization of senior management and directors; and (5) a description of both material weaknesses in internal controls and of material noncompliance.

(Sec. 104) Mandates that a program of continuing inspections to ensure compliance is conducted: (1) annually for firms that regularly provide audit reports for more than 100 issuers; and (2) at least every three years for firms that regularly provide audit reports for 100 or fewer issuers. (Sec. 105) Empowers the Board to impose disciplinary or remedial sanctions upon registered public accounting firms, associated persons, and accountants.

Restricts sanctions and penalties to intentional conduct or to repeated instances of negligent conduct.

Authorizes the Board to impose sanctions upon a registered accounting firm or its supervisory personnel for failure to supervise.

(Sec. 106) Places within the purview of this Act foreign public accounting firms that prepare or furnish an audit report for an issuer, including audit workpapers.

(Sec. 107) Grants the Securities and Exchange Commission (SEC) general oversight and enforcement authority over the Board, including prior approval of Board rules; review of disciplinary action taken by the Board; and general modification and rescission of Board authority.

(Sec. 108) Directs the SEC to report to Congress on adoption of a principles-based accounting system by the U.S. financial reporting system.

(Sec. 109) Directs the Board to establish annual accounting support fees which shall be collected from issuers.

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