Read this article that explains the basic principles of the Sarbanes Oxley Act, which was passed in response to a series of large accounting scandals. This will help you understand some of the rules which govern public companies you may work for or invest in.
Praise
Former
Federal Reserve Chairman Alan Greenspan praised the Sarbanes–Oxley Act
in 2005: "I am surprised that the Sarbanes–Oxley Act, so rapidly
developed and enacted, has functioned as well as it has ... the act
importantly reinforced the principle that shareholders own our
corporations and that corporate managers should be working on behalf of
shareholders to allocate business resources to their optimum use".
SOX
has been praised by a cross-section of financial industry experts,
citing improved investor confidence and more accurate, reliable
financial statements. The CEO and CFO are now required to unequivocally
take ownership for their financial statements under Section 302, which
was not the case prior to SOX. Further, auditor conflicts of interest
have been addressed, by prohibiting auditors from also having lucrative
consulting agreements with the firms they audit under Section 201. SEC
Chairman Christopher Cox stated in 2007: "Sarbanes–Oxley helped restore
trust in U.S. markets by increasing accountability, speeding up
reporting, and making audits more independent".
The
Financial Executives International (FEI) 2007 study and research by the
Institute of Internal Auditors (IIA) also indicate SOX has improved
investor confidence in financial reporting, a primary objective of the
legislation. The IIA study also indicated improvements in board, audit
committee, and senior management engagement in financial reporting and
improvements in financial controls.
Financial
restatements increased significantly in the wake of the SOX
legislation, as companies "cleaned up" their books. Glass, Lewis &
Co. LLC is a San Francisco-based firm that tracks the volume of do-overs
by public companies. Its March 2006 report, "Getting It Wrong the First
Time," shows 1,295 restatements of financial earnings in 2005 for
companies listed on U.S. securities markets, almost twice the number for
2004. "That's about one restatement for every 12 public companies-up
from one for every 23 in 2004," says the report.
A
fraud documented by the Securities and Exchange Commission (SEC) in
November 2009, validated whistleblower allegations first logged in 2005. may be directly credited to Sarbanes-Oxley. The fraud, which
spanned nearly 20 years and involved over $24 million, was committed by
Value Line (Nasdaq: VALU) against its mutual fund shareholders. The
fraud was first reported to the SEC in 2004 by the then Value Line Fund
(Nasdaq: VLIFX) portfolio manager and Chief Quantitative Strategist, Mr.
John (Jack) R. Dempsey of Easton, Connecticut, who was required to sign
a Code of Business Ethics as part of SOX. Restitution
totaling $34 million was placed in a fair fund and returned to the
affected Value Line mutual fund investors. The Commission ordered
Value Line to pay a total of $43,705,765 in disgorgement, prejudgment
interest and civil penalty, and ordered Buttner, CEO and Henigson, COO
to pay civil penalties of $1,000,000 and $250,000, respectively. The
Commission further imposed officer and director bars and broker-dealer,
investment adviser, and investment company associational bars
("Associational Bars") against Buttner and Henigson. No criminal charges
were filed.
The
Sarbanes–Oxley Act has been praised for nurturing an ethical culture as
it forces top management to be transparent and employees to be
responsible for their acts whilst protecting whistleblowers. Indeed,
courts have held that top management may be in violation of its
obligation to assess and disclose material weaknesses in its internal
control over financial reporting when it ignores an employee's concerns
that could impact the company's SEC filings.