The Sarbanes-Oxley Act (SOX) is a US federal law enacted in 2002 in response to accounting scandals that occurred at several major corporations. The law is aimed at improving corporate governance, financial reporting, and accountability. It established new requirements and standards for public companies, their management, and auditors.
Public Company Accounting Oversight Board (PCAOB): Title I establishes the PCAOB, an independent oversight board responsible for overseeing public accounting firms that provide audit services. The PCAOB registers auditors, sets compliance audit processes, inspects conduct and quality control, and enforces SOX mandates.
Auditor independence: Title II sets standards for external auditor independence to limit conflicts of interest. It addresses auditor approval requirements, partner rotation, and reporting requirements. It restricts auditors from providing non-audit services to their audit clients to maintain objectivity and independence.
Corporate responsibility: Title III mandates that senior executives take individual responsibility for the accuracy and completeness of corporate financial reports. It defines the interaction between external auditors and corporate audit committees and holds corporate officers responsible for the validity of financial reports. It outlines penalties and forfeitures for non-compliance.
Enhanced financial disclosures: Title IV describes enhanced reporting requirements for financial transactions. It includes off-balance-sheet transactions, pro-forma figures, and stock transactions of corporate officers. It requires internal controls for accurate financial reports, audits, and reports on those controls. It also mandates timely reporting of material changes in financial condition.
Analyst conflicts of interest: Title V establishes codes of conduct for securities analysts and requires disclosure of known conflicts of interest. It aims to restore investor confidence in the reporting of securities analysts and promotes transparency and objectivity in their recommendations.
Commission resources and authority: Title VI grants the Securities and Exchange Commission (SEC) authority to censure or bar securities professionals from practice. It defines practices to restore investor confidence in securities analysts and sets conditions for barring individuals from practicing as brokers, advisors, or dealers.
Studies and reports: Title VII requires studies and reports by the Comptroller General and the SEC. The studies cover topics such as the effects of public accounting firm consolidation, the role of credit rating agencies, securities violations, and enforcement actions. The goal is to assess the impact of SOX and identify areas for improvement.
Corporate and criminal fraud accountability: Title VIII, also known as the Corporate and Criminal Fraud Accountability Act, establishes specific criminal penalties for manipulating, destroying, or altering financial records. It provides protections for whistle-blowers who report corporate fraud and emphasises the seriousness of such offences.
White collar crime penalty enhancement: Title IX increases criminal penalties associated with white-collar crimes and conspiracies. It recommends stronger sentencing guidelines and adds failure to certify corporate financial reports as a criminal offence.
Corporate tax returns: Title X states that the chief executive officer should sign the company tax return, emphasising the responsibility of top executives for accurate tax reporting.
Corporate fraud accountability: Title XI, known as the Corporate Fraud Accountability Act, identifies corporate fraud and records tampering as criminal offences. It strengthens penalties, revises sentencing guidelines, and addresses obstructing an official proceeding.
The Sarbanes-Oxley Act primarily applies to publicly traded companies in the US and the requirements may vary depending on the size and nature of the company. The act has had a significant impact on corporate governance practices and financial reporting standards globally, influencing many countries to adopt similar regulations.
