The policy response to these financial reporting scandals was intense, which drove the reform of corporate governance standards and the passage of SOX. SOX was designed to restore investor confidence in the capital markets by enhancing accountability and controls. Greater transparency in financial reporting and increased accountability were the underlying principles of the law, which include the following:
Establishment of a new independent regulator—the Public Company Accounting Oversight Board—with authority over audit firms to:
- set standards for audits of public companies;
- enhance auditor ethics and independence (in tandem with the SEC);
- set standards for an audit firm’s system of quality control;
- inspect firms’ system of quality controls and audit engagements; and + enforce laws, regulations, and standards.
Stronger audit committees and corporate governance by requiring
- audit committees, independent of management, for all listed companies;
- audit committees, rather than management, to be directly responsible for the appointment, compensation, and oversight of the external auditor; and
- disclosure of whether at least one “financial expert” is on the audit committee.
Greater transparency, executive accountability, and investor protection by requiring
- audit firms to report certain information about their operations, including names of public company audit clients, fees, and quality control procedures;
- public company CEOs and CFOs to certify financial reports; and
- public company management to assess the effectiveness of internal controls over financial reporting (Section 404[a[) and auditors to attest to management’s assessments (Section 404[b]).
Enhanced auditor independence with new rules that prohibit audit firms from providing
- specified non-audit services to audited companies; and
- any other non-audit service to audit clients that may impair the firm’s independence in fact or appearance.