The Sarbanes-Oxley Act was enacted by Congress in July 2002 in response to the corporate, accounting and document destruction scandals that rocked the U.S. economy and capital markets the past few years. To restore investor confidence, the Act established a framework for corporate accountability, including strict standards and penalties for violations in the areas of corporate governance, disclosures, audits, financial reporting and conflicts of interest. Although originally enacted only for public companies, the Act is quickly becoming the 'standard of care' for privately-owned and not-for-profit companies. Governmental agencies, including the IRS and the Office of Inspector General, are rapidly adopting the Act's principles to raise the bar regarding corporate governance and management accountability, the effectiveness of compliance programs for reporting information to management and directors, and the policies and procedures for document retention and destruction. In addition, those agencies are closely examining the independence of boards of directors and audit committees, as well as the treatment of 'whistleblowers.' This seminar will provide a general overview of the Act and its key provisions, review the Act's requirements and penalties, and give practical solutions to assist in compliance with the Act and the standards it has established for management and directors/trustees.
- How to comply and maintain compliance
- Trends in litigation and enforcement
- Impact on private/pre-public companies and non-profit organizations
- Current update on implementation
- Ethical considerations
8:30 a.m. - 8:45 a.m.
8:45 a.m. - 9:45 a.m.
II. The Effect Of Sarbanes-Oxley On Board And Committee Functions
A. Independent Board Requirements
B. Financial Expert Requirements
C. Audit Committee Requirements
D. Corporate Governance Procedures
9:45 a.m. - 9:55 a.m.
9:55 a.m. - 11:00 a.m.
III. Sarbanes-Oxley Officer And Operational Issues
A. Officer Certifications Under Section 302 And Section 906
B. Codes Of Ethics
C. Disclosure Controls And Procedures
D. Loans To Insiders
E. Impact On Compensation
F. Disgorgement Requirements
G. D&O Insurance Liability
H. Employee Issues
I. Shareholder Approval Of Option Plans
11:00 a.m. - 12:00 p.m.
IV. SEC Filing Issues And Exchange Changes
A. Section 404 'Internal Control Reports'
B. NASD And NYSE New Listing Standards
C. Governance Grades
D. Accelerated Company Reports
E. Section 16 Changes
F. Changes In Current Reports On Form 8-K
12:00 p.m. - 1:00 p.m.
Lunch (On Your Own)
1:00 p.m. - 2:00 p.m.
V. Attorney Responsibility Standards And Ethical Considerations
A. Code Of Professional Responsibility Issues
B. Special Role Of Lawyers In Corporate Law Departments
C. Inside/Outside Counsel Issues
2:00 p.m. - 2:50 p.m.
VI. Title II – Auditor Independence
A. Services Outside The Scope Of Practice Of Auditors
B. Preapproval Requirements
C. Audit Partner Rotation
D. Auditor Reports To The Audit Committee
E. Conflicts Of Interest
2:50 p.m. - 3:00 p.m.
3:00 p.m. - 3:45 p.m.
VII. The Effect Of Sarbanes-Oxley On Litigation
A. Litigation Climate: Government And Private Litigation Trends
B. Challenges To Sarbanes-Oxley
C. Document Destruction And Records Retention Policies
3:45 p.m. - 4:30 p.m.
VIII. Effect Of Sarbanes-Oxley On Private/Pre-Public Companies And Non-Profit Organizations