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New regulations specifically target the "tone and the top" of a company. This "tone" refers to the precedents and examples set by senior management of public companies. This is an opportunity to build on an existing code of conduct and ethics program or design one for your company.
PCMS can help your company devise whole ethics systems. We can also help your company make improvements in ethics and corporate compliance programs.
Specific Compliance issues Regarding the Sarbanes-Oxley Act that we address:
Management Assessment Of Internal Controls
Directs the SEC to require each issuer to disclose whether it has adopted a code of ethics for its senior financial officers and the contents of that code; Directs the SEC to revise its regulations concerning prompt disclosure on Form 8-K to require immediate disclosure "of any change in, or waiver of," an issuer's code of ethics.
Obligation or Opportunity, let us help you decide:
- How to meet the requirements
- What am I actually required to do?
- Who is impacted?
- Documenting controls and eliminating duplicates
- Improving corporate governance
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Specific Management Requirements: Requires each annual report of an issuer to contain an "internal control report," which shall:
- State the responsibility of management for establishing and maintaining an adequate internal control structure and procedures for financial reporting; and
- Contain an assessment, as of the end of the issuer's fiscal year, of the effectiveness of the internal control structure and procedures of the issuer for financial reporting.
Each issuer's auditor shall attest to, and report on, the assessment made by the management of the issuer. An attestation made under this section shall be in accordance with standards for attestation engagements issued or adopted by the Board. An attestation engagement shall not be the subject of a separate engagement. The language in the report of the Committee which accompanies the bill to explain the legislative intent states, "--- the Committee does not intend that the auditor's evaluation be the subject of a separate engagement or the basis for increased charges or fees."
Improper Influence on Conduct of Audits
It shall be unlawful for any officer or director of an issuer to take any action to fraudulently influence, coerce, manipulate, or mislead any auditor engaged in the performance of an audit for the purpose of rendering the financial statements materially misleading.
Rules of Professional Responsibility for Attorneys
The SEC shall establish rules setting minimum standards for professional conduct for attorneys practicing before it.
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ETHICS & CORPORATE COMPLIANCE