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Business Law Memo

The CEO

The Challenges of Implementing Sarbanes-Oxley

In the last few years, the federal government has begun to impose more stringent standards on firms. This is in response to the challenges they are facing with the implementation of Sarbanes-Oxley. Under the law, various sized publically traded companies must follow a number of guidelines in order to illustrate how they are submitting accurate financial information to regulators and to improve investor confidence. The most notable include:

A statement certifying management's ability to exercise internal controls and to maintain effective procedures in regulating the company.

A provision requiring management to attest to the accuracy of all financial information submitted by the firm. ("Sarbanes-Oxley") ("Sarbanes-Oxley Act 2002")

These aspects of the law were in response to potential abuses committed by executives in the wake of Enron and World Com scandals. In these situations, they knowingly withheld information from the public and refused to disclose any kind of facts that were vital to the public about their activities. The results are that this law was enacted in order to prevent these abuses from occurring and to hold executives accountable for the statements / information they are submitting to regulators. ("Sarbanes-Oxley") ("Sarbanes-Oxley Act 2002")

However, since this time, many large and small firms have complained that these standards are too stringent. This is because these regulations are restricting the activities of executives by requiring them to invest more time, money and staff to be in compliance with them. These issues have resulted in many companies deciding to become privately held entities. In some cases, foreign-based firms have opted to list their corporation on foreign-based stock exchanges. These actions are designed to avoid the various provisions of law. ("Sarbanes-Oxley") ("Sarbanes-Oxley Act 2002")

The challenge for effectively dealing with these realities requires firms having a long-term strategy in place to ensure continuing compliance. This will be accomplished by looking at the specific procedures organizations can utilize and the impact this will have on their business. Once this occurs, is the point new insights can be provided, which are highlighting potential strategies and how they can be implemented inside the organization. ("Sarbanes-Oxley") ("Sarbanes-Oxley Act 2002")

Strategies for Addressing the Challenges of Sarbanes-Oxley

Sarbanes-Oxley is transforming corporate oversight and governance. This is taking place, through the board of directors becoming more independent and insiders at various departments playing an integral part of the process. Under these guidelines, the company must show that they are actively monitoring the financial information that is being disclosed. At the same time, they have to continually evaluate the quality of information. This is designed to prevent any kind of miscalculations and ensure that all firms are submitting the most factually accurate data. ("Sarbanes-Oxley Act") (Holland)

To achieve these larger objectives requires companies using a number of steps in the process. These include: identifying significant accounts / disclosures, examining the business processes / cycles / sub-cycles process, looking at all relevant financial statements, obtaining a complete listing of all business units, performing a risk assessment, identifying locations subject to testing / access coverage and mapping the entire process. These elements are important, as they will help the firm to effectively navigate the different provisions of the Sarbanes-Oxley Act. ("Sarbanes-Oxley Act") (Holland)

Identifying significant disclosure is when there is a focus on: items that are separately reported inside the consolidated financial statement, qualitative / quantitative factors and information which can materially impact the complete the data. These factors are essential in understanding potential elements that could create confusion and allow a lack of oversight to occur. Knowing where they are is the first step in uncovering potential issues and dealing with them while they are small. ("Sarbanes-Oxley Act") (Holland)

Examining the business process / cycles / sub-cycles is carefully looking at the various divisions inside the firm and the procedures they are utilizing. This helps executives to comprehend how they are performing different functions, the steps taken during this process and any kind of critical issues impacting reporting standards. It is at this point when managers will have better understanding of what is taking place through carefully studying the activities inside these entities. ("Sarbanes-Oxley Act") (Holland)

Looking at all relevant financial statements is when there is an emphasis on analyzing key documents and determining if there is anything that will impact material disclosures. This allows upper management to decide if there are potential challenges and the lasting impact it will have on others. When this happens, actuaries can use the data that was collected to provide a clear picture of what is taking place inside the various segments of the firm. ("Sarbanes-Oxley Act") (Holland)

Obtaining a complete list of all business units is where the off the books activities and any type of outside partnerships are disclosed to managers. This helps them to determine the extent of these arrangements on the company and the impact of the actions of other entities. Once this takes place, is when actuaries will have a better understanding of what is occurring and how this is contributing to the corporation's growth. ("Sarbanes-Oxley Act") (Holland)

Performing a risk assessment is when executives will determine if there are any kinds of actions that pose a threat to the firm. This allows them to see if questionable areas are a possible danger and the lasting impacts it will have on the organization. It is at this point when they can investigate further and uncover something. That could be in violation of Sarbanes-Oxley. ("Sarbanes-Oxley Act") (Holland)

Identifying locations subject to testing / coverage is where the company has found specific areas that need further attention. This is important, in assisting managers to discuss how the activities of: partnerships, agreements or off the books entities could impact the quality of the information which is provided. If there are any kinds of issues, they can address them internally and ensure that all proper disclosures are being made under the law. ("Sarbanes-Oxley Act") (Holland)

Mapping the entire process is when a complete assessment is conducted of the activities impacting the firm and the lasting effects it could have on the organization. At the same time, this is providing executives with a total picture of what is occurring. This helps the company to analyze these shifts and decide if some kind of disclosures must be made. It is at this point when the company can more effectively understand what is happening and the lasting impacts it is having on the firm. ("Sarbanes-Oxley Act") (Holland)

These different steps are important, as they will help the company to improve its ability to remain in compliance with Sarbanes-Oxley and decrease the chances misstatements. This is when the accuracy of the financial information will improve. Moreover, this process will reduce the staff involved with investigating these issues, by having a process for consistently analyzing what is taking place. In many ways, one could argue that this is the key for ensuring proper compliance and actively monitoring the activities of these segments. ("Sarbanes-Oxley Act") (Holland)