Highlight the aspects of corporate governance in USA as per SOX Act.
CS Executive · Company Law · PYQS · December 2021
Highlight the aspects of corporate governance in USA as per SOX Act.
Answer & Explanation:
The Sarbanes-Oxley Act (SOX) is the primary federal law governing corporate governance and accountability across multiple aspects of corporate business practice. The primary objectives of SOX are to promote: Fairness to Shareholders - SOX requires or promotes governance provisions that protect shareholder rights and allow shareholders to exercise those rights through governance procedures, such as shareholder meetings. Fairness to Stakeholders - SOX requires or promotes governance provisions that take into consideration the interests of employees, suppliers, buyers, and the local community. Heightened Director and Board Responsibilities - SOX places specific requirements on the composition of boards of Directors, including skill and independence requirements. Notably, in an effort to promote Director Independence in decision making, SOX requires corporations to employee committees for special purposes. Director and Officer Ethics - SOX imposes additional obligations on corporations to establish and maintain ethical standards for officer and Director conduct and decision-making. Disclosure and Accountability - SOX places requirements on boards to increase transparency in corporate governance practices. This includes implementing procedures for ensuring accurate accounting practices and public disclosure mechanisms. Accounting and Disclosure Procedures - SOX imposed a number of reforms on the accounting and financial reporting requirements of public companies. The primary requirements are as follows: The Public Company Accounting Oversight Board (PCAOB) - SOX established the PCAOB to regulate auditors charged with reviewing the accounting procedures and disclosure statements of public companies. External Auditing Firms - SOX now requires that a firm in charge of auditing the corporation refrain from serving as independent consultants to that same firm. This includes refraining from book keeping, system designs and implementation, appraisals and valuations, actuarial services, human resources functions, and investment banking services for the audited company. Further, the corporation must change auditing firms at least every 5 years. There are also restrictions on the ability of company executives to have worked for the auditing firm within the prior year. Securities Regulations - Much of the regulatory process prescribed by SOX is carried out by the Securities and Exchange Commission (SEC). SOX include provisions that strengthen the ability of the SEC to oversee corporate governance matters and enforce violations.
Topics: Corporate Governance
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