Você está na página 1de 6

MAY 2003

SOX COMPLIANCE CHECKLIST


Below is a checklist designed to assist companies in planning their compliance with the Sarbanes-Oxley Act.

Rules 1. 302 Civil Certification by CEO, CFO

Applicability Applies to Forms 10Q, 10-K, 20-F, 40-F Not applicable to Form 6-K Applies to disclosure controls. Yes

Foreign Private Issuers

When Required Now

2.

906 Criminal Certification by CEO, CFO

Applies to Forms 10Q, 10-K, 20-F, 40-F Not applicable to Form 6-K. Applies to disclosure controls.

Yes

Now

3.

Management Assessment of Internal Controls

Quarterly management evaluation. Annual evaluation and attestation by auditors. Quarterly disclosure. Forms 20-F and 40-F annual disclosure. Disclose in annual report whether or not company has adopted a code; disclose any waivers. Disclose in annual report whether or not audit committee includes at least one member who is a financial expert.

Yes

Projected for annual reports for fiscal years ending on or after September 15, 2003

4.

Code of Ethics for CEOs and CFOs

Yes; disclosure in forms 20-F and 40-F; disclosure of waivers in annual reports although disclosure on Form 6-K or company website encouraged Yes, in Forms 20-F and 40-F

For annual reports for fiscal years ending on or after July 15, 2003

5.

Financial Expert on Audit Committee

For annual reports for fiscal years ending on or after July 15, 2003

-2Rules 6. Audit Committee Independence Applicability Stock exchanges must add to listing requirements audit committee independence, responsibilities, authority and procedures for handling whistleblower complaints. Foreign Private Issuers Yes, subject to limited exemptions to address special home country requirements When Required Stock exchange rules proposed; must be approved by SEC by December 1, 2003 and apply to companies first annual stockholder meeting after January 15, 2003 or October 31, 2003 (whichever is earlier) Effective now, but subject to transition periods (including special transition periods for rotations for foreign accounting firms). Record retention requirements effective October 31, 2003.

7.

Auditor Independence and Additional Record Retention circumstances in which auditors are deemed not independent. Auditor is prohibited from providing certain non-audit services to audit clients during audit engagement period. Pre-approval of all audit and permissible non-audit services by audit committee. Rotation periods for audit partners. Auditor must report to audit committee all critical accounting policies and alternative GAAP treatments discussed with management. Auditor must retain records relevant to audit (including workpapers) for seven years.

Yes. Generally applies to foreign private issuers and foreign accounting firms that conduct audits of (1) foreign private issuers or (2) foreign subsidiaries or affiliates of US issuers

-3Rules 8. Enhanced Disclosure of Off-Balance Sheet Transactions Applicability Enhanced disclosure of off-balance sheet arrangements. New table of longterm debt and lease obligations showing future obligations in annual reports. Foreign Private Issuers Yes; must include disclosure on Forms 20-F and 40-F, but not reports on Form 6-K When Required Off-balance sheet disclosure required in SEC filings that include financial statements for fiscal years ending on or after June 15, 2003. New table required in SEC filings that include financial statements for fiscal years ending on or after Dec. 15, 2003 Yes Effective thirty days after publication of the final rules in the Federal Register. SEC has not yet issued final rules. Phased in for fiscal years ending on or after December 15, 2003

9.

Improper Influence of Auditors

Unlawful for any officer or director, or anyone acting under their direction, to improperly influence auditors. Deadlines accelerated eventually to 60 days and 35 days, respectively, after period end. Attorneys who appear and practice before the SEC must report material violations of securities laws or fiduciary duties by an issuer they are representing up the ladder.

10. Accelerated Filing Deadlines for 10-Ks and Qs

Not applicable although the SEC has indicated that it is continuing to consider changes to the Form 20-F filing deadlines Not applicable to nonappearing foreign attorneys (defined as an attorney who (1) is admitted to practice law outside the US, (2) does not hold himself out as practicing US federal or state securities laws and (3) conducts activities that would constitute appearing and practicing before the SEC only incidentally to, and in the ordinary course of, the foreign law practice or only in consultation with a US attorney)

11. Attorneys Reporting Violations of Law and Breaches of Fiduciary Duty

Effective August 5, 2003. Proposed noisy withdrawal rules are being considered by the SEC

-4Rules 12. Enhanced disclosure of non-GAAP financial measures in press releases and other disclosures (New Reg G) and enhanced disclosure or, in some cases, prohibition of non-GAAP financial measures in SEC-filed documents (Amendments to Form 20-F) Applicability Applies to Form 20-F Not applicable to Form 40-F Foreign Private Issuers For foreign private issuers whose primary financial statements are prepared in accordance with non-US GAAP, GAAP as used in these rules refers to the principles used in preparing those financial statements For foreign private issuers that include a non-GAAP measure derived from or based on a measure calculated in accordance with US GAAP, GAAP refers to US GAAP Reg. G does not apply to a foreign private issuer if (1) its shares are listed outside the US, (2) the non-GAAP measure is not derived from or based on a measure calculated under US GAAP and (3) the disclosure of the non-GAAP measure is made outside the US (even if a contemporaneous or later public or website disclosure is made in, but not targeted to investors in, the US, or the information is thereafter included in a form 6K) Amendments to Reg S-K apply to Forms 20-F. However, a non-GAAP measure otherwise prohibited is permitted in a form 20-F if the measure is required or expressly permitted under GAAP used in the companys primary financial statements and the non GAAP-measure was included in the Companys home country annual report 13. Earnings releases to be furnished on Form 8-K Not applicable No Now When Required Now

-5Rules 14. Disclose in 10-K whether company posts its Exchange Reports on its website (and if not, why not). 15. Accelerated two-day business filing requirement for Forms 4 by corporate insiders and electronic filing of all Section 16 reports 16. All material correcting adjustments identified by auditing firm must be reflected in financial reports. Applicability Not applicable No Foreign Private Issuers When Required For fiscal years ending on or after December 15, 2002

Not applicable

No

June 30, 2003

Applies to Forms 20F, 40-F

Yes

Now

17. No personal loans or other Applicable extensions of credit to directors or executive officers (existing loans grandfathered so long as not materially modified or renewed) Applicable 18. CEOs and CFOs forfeit bonus and equity compensation if the company is required to restate its financials due to material noncompliance, as a result of misconduct, with financial reporting requirements under securities laws.

Yes

Now

Yes

Now

-6Rules 19. Prohibition on trading during employee pension plan blackout periods by directors and executive officers Applicability Notice of blackout period must be sent in advance to directors and executive officers and filed as exhibit to Form 20-F or Form 40-F Foreign Private Issuers For foreign private issuers, a blackout period occurs when plan participants in the US subject to the blackout (1) comprise 50% or more of all participants in the US and (2) either (a) represent more than 15% of all plan participants worldwide or (b) are greater than 50,000 Blackout notices are not required to be filed on Form 8K as for US issuers, but instead must be filed as exhibits to Forms 20-F or 40-F (unless the notice was previously filed on Form 6-K, which the SEC encourages) 20. No retaliation against employees for whistleblowing Applicable Yes Now When Required Now

If you would like additional information on the foregoing, please contact Guy P. Lander of our New York office at (212) 308-8866. The information and comments contained herein are for the general information of the reader and are not intended as advice or opinions to be relied upon in relation to any particular circumstances. For particular applications of the law to specific situations, the reader should seek professional advice.

Você também pode gostar