primary role of an entity’s board of directors
2. maximize shareholder return
Liability for Unlawful Distributions
limitation on director indemnification
* unethical
Are directors individual agents?
no
authority of officers
actual and apparent authority
largest change from SOX
types of liability for CEO & CFO
*civil and criminal liability
CEO/CFO pay for a restatement and must reimburse the issuer if material noncompliance is found
principal stockholders
> 10% ownership in the company
*related parties
Section 404 of SOX
*assessment of internal controls
Who is in charge of enhanced review of periodic disclosures?
the SEC
What is the purpose of the COSO framework?
to help management obtain an initial understanding of what constitutes an effective system of internal control
Elements of an Effective System of Internal Controls
Three Categories of Objectives under COSO Framework
O perations
R eporting
C ompliance
5 Components of Internal Control
Elements of Control Environment
"EBOCA" E thics and integrity B oard independence and oversight O rganizational structure C ompetence A ccountability
Risk Assessment Elements
“EAR”
E vent ID
A ssess risk
R espond to risk
Monitoring Elements
*assessing the quality of internal control performance AND taking the necessary corrective actions
Existing Control Activities Elements
* technology controls, control activities, policies and procedures
An effective system of internal controls requires
internal controls that are both
PRESENT & FUNCTIONING
major deficiency =
may not conclude that it has met the requirements for an effective internal control system
What level of assurance do internal controls provide?
reasonable assurance
Enterprise Risk Management definition
*balances risks and returns as well as efficiency and effectiveness
Strategic Objectives of ERM
"SORC" S trategic O perations R eporting C ompliance