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Manager's Guide to the Sarbanes-Oxley Act
Book

Manager's Guide to the Sarbanes-Oxley Act

Improving Internal Controls to Prevent Fraud

Scott Green
Wiley, 2004
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Editorial Rating

9

Qualities

  • Innovative
  • Applicable

Recommendation

The Sarbanes-Oxley Act is one of the most complex, costly pieces of legislation to emerge from Congress in the past two decades. Author Scott Green considers the legislation itself to be a risk - not merely to managers who might find themselves disgraced or imprisoned for mere mistakes and oversights, but also to the productive forces of American capitalism. His book outlines a process for identifying and managing the kind of risk that might result in violations of Sarbanes-Oxley. His approach is blessedly free from jargon and almost intuitively obvious. Other things about this book make it appealing to a reader who has waded through other analyses of Sarbanes-Oxley and who is concerned about full compliance. First, without oversimplifying, Green presents his prescription in simple, straightforward terms. Second, he does not make an overt sales pitch for his firm’s consulting services. Third, he has apparently not service-marked his favorite terminology, such as "Smart Links." This restraint confirms that he actually has something to say to you, and is not merely trying to drum up business. What he has to say is not stunning or new, nor is it presented in sparkling prose, but getAbstract finds it reasonably useful and well worth a manager’s time to read.

Summary

The Myth of Sarbanes-Oxley

The Sarbanes-Oxley Act was enacted in response to massive corporate frauds that destroyed some of America’s leading corporations, left thousands unemployed, gutted pension funds and threatened to erode trust in the free market itself. It imposes stiff new burdens on companies:

  • Audit committees must include a financial expert, and all members must be independent directors.
  • Chief Executive Officers (CEOs) and Chief Financial Officers (CFOs) must vouch for the fairness and accuracy of financial statements.
  • CEOs and CFOs also must vouch for their corporation’s internal control processes.
  • Publicly held companies must disclose their code of ethics - and if they don’t have one, they must publicly admit it and explain why.
  • Independent auditors must pass judgment on management’s opinion about the strength and adequacy of internal controls.
  • Public companies are forbidden to make favorable loans to executives and directors.
  • CEOs and CFOs of firms that restate earnings because of "material noncompliance" with regulations forfeit their bonuses and performance compensation.
  • Corporate insiders...

About the Author

Scott Green, CPA, is the global head of Audit and Compliance for Weil, Gotshal & Manges, one of the world’s largest law firms and a leader in the practice of corporate governance. He has also taught finance and banking at Hofstra University.

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