PwC. Bill 198 Overview September 2004
|
|
- Margaret Hudson
- 7 years ago
- Views:
Transcription
1 PwC Bill 198 Overview September 2004
2 Agenda Welcome and overview Regulatory environment and background Three rules: Strategies for implementing the CEO/CFO certification process Requirements for audit committees New auditor oversight Lessons learned Top 10 project considerations
3 Bill 198 Regulatory environment and background
4 Why Regulators Took Action Corporate Scandals have shaken general investor confidence Sarbanes-Oxley Act passed by US congress Corporate governance under scrutiny Bill WHY THE RULES CAME OUT Disclosure controls and internal controls over financial reporting new areas of focus Audit committee and auditor independence an area of concern Bill 198 Page 4 PricewaterhouseCoopers LLP September 2004
5 Regulatory environment and background Key regulatory dates 2002 The Sarbanes- Oxley Act is issued and Bill 198 receives Royal assent AUGUST 2002 OCTOBER 2002 JUNE SEC issues Sarbanes- Oxley Act Section 302 rules SEC issues proposed Sarbanes- Oxley Act Section 404 rules 2003 JUNE 2003 JANUARY 2004 SEC issues final Sarbanes- Oxley Act Section 404 rules CSA issues proposed rules under Bill 198 for comment CSA issues final rules under Bill 198
6 Regulatory environment and background The Canadian response Bill 198 Amends Securities Act (Ontario) Broadens Ontario Securities Commission (OSC) powers Penalties for noncompliance and fraud increased Regulators directed to develop rules to enhance investor confidence CSA issued three rules, effective March 30, 2004 aimed at Improving the quality and reliability of reporting disclosure Strengthening the independence and authority of audit committees Improving public confidence in the integrity of financial reporting of public companies
7 Strategies for implementing the CEO/CFO certification process Multilateral Instrument Certification of disclosure in issuers annual and interim filings
8 MI : Strategies for implementing the CEO/CFO certification process Accountability through personal certifications MI requires CEOs and CFOs of all reporting issuers to personally certify disclosures made in interim and annual filings Filings to be certified: Annual Information Form (AIF) Annual financial statements Annual MD&A Interim financial statements Interim MD&A Issuers that comply with US laws implementing the certification under Section 302 of the Sarbanes-Oxley Act (SOX) and file these certificates through the System for Electronic Document Analysis and Retrieval (SEDAR) will be exempt from meeting the requirements of this rule.
9 MI : Strategies for implementing the CEO/CFO certification process Filings Annual + Interim Annual + Interim Annual + Interim Annual + Interim Annual + Interim Annual + Interim Annual + Interim Annual Only CEO and CFO must certify that They have reviewed the annual/interim filings for the period ending Based on their knowledge, the annual/interim filings do not contain any untrue statement of a material fact or omit to state a material fact required to be stated or that is necessary to make a statement not misleading in light of the circumstances under which it was made, with respect to the period covered by the annual/interim filings. Based on their knowledge, the annual/interim financial statements together with the other financial information in the annual/interim filings present in all material respects the financial condition, results of operations and cash flows of the issuer, as of the date and for periods presented in the annual/interim filings. They are responsible for establishing and maintaining disclosure controls and procedures and internal control over financial reporting for the issuer. They have designed or supervised the design of disclosure controls and procedures to provide reasonable assurance that material information relating to the issuer, including its consolidated subsidiaries, is made known to them by others within those entities. They have designed or supervised the design of internal control over financial reporting to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer s GAAP. They have caused the issuer to disclose in the interim/annual MD&A any change in the issuer s internal control over financial reporting that occurred during the issuer s most recent interim period that has materially affected or is reasonably likely to materially affect, the issuer s internal control over financial reporting. They have evaluated the effectiveness of disclosure controls and procedures as of the end of the period covered by the annual filings, and have disclosed in the annual MD&A their conclusions about the effectiveness of the disclosure controls and procedures as of the end of the period covered by the annual filings based on his/her evaluation.
10 MI : Strategies for implementing the CEO/CFO certification process Compliance dates for certification of disclosure January 1, 2004 March 30, 2005 Certification requirements (annual and interim) apply to financial years and interim periods on or after January 1, Issuers may file a bare form certificate in respect of any year ending on or before March 30, Issuers may file a bare form certificate for interim periods prior to the date of the full form annual certification. Bill 198 Page 10 PricewaterhouseCoopers LLP September 2004
11 MI : Strategies for implementing the CEO/CFO certification process Consider an issuer with a December 31 year end... March 31, 2004 Sept. 30, 2005 Dec. 31, 2005 March 31, 2006 Issuer could file a bare form interim certificate for interim period ending March 31, Issuer could continue to file a bare form interim certificate up to and including September 30, First full form annual certificate would be filed for December 31, First full form interim certificate would be filed for March 31, Bill 198 Page 11 PricewaterhouseCoopers LLP September 2004
12 MI : Strategies for implementing the CEO/CFO certification process Comparison to the Sarbanes-Oxley Act CSA Rules currently do not require: quarterly evaluation of the effectiveness of disclosure controls and procedures management s assessment of the effectiveness of internal controls over financial reporting external auditor s opinion on the effectiveness of internal controls over financial reporting or on management s assessment However, as a separate initiative, the Canadian Securities Administrators (CSA) are in the process of developing a Sarbanes-Oxley 404-type rule.
13 MI : Strategies for implementing the CEO/CFO certification process Certification definitions Disclosure controls and procedures disclosure controls and procedures means controls and other procedures of an issuer that are designed to provide reasonable assurance that information required to be disclosed by the issuer in its annual filings, interim filings or other reports is recorded, processed, summarized and reported within the time periods specified in the provincial or territorial securities legislation and include...controls and procedures designed to ensure that information required to be disclosed is accumulated and communicated to the issuer s management, including Its CEO and CFO, as appropriate to allow timely decisions regarding disclosure. PricewaterhouseCoopers LLP
14 Disclosure controls Key points of focus Disclosure policy Procedures for collecting information Procedures for capturing information Procedures for evaluating information Procedures for disclosing information Disclosure committee and training Monitoring and oversight Cascading certificates
15 MI : Strategies for implementing the CEO/CFO certification process Certification definitions Internal control over financial reporting internal control over financial reporting means a process designed by, or under the supervision of, the issuer s CEO and CFO, or persons performing similar functions, and effected by the issuer s board of directors, management and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with the issuer s GAAP... PricewaterhouseCoopers LLP
16 Internal controls Key points of focus Company-level controls Business process documentation Control objectives Risks Manual controls Automated application controls General computer controls Monitoring controls
17 MI : Strategies for implementing the CEO/CFO certification process What do you need to have in place to be able to sign the certificate? Well-designed, documented and monitored disclosure controls and procedures and internal controls over financial reporting, including all relevant policies, procedures and operating principles at significant locations A process for evaluating and reporting on the design and operating effectiveness of disclosure controls and procedures (expected to be extended to include internal controls over financial reporting) Bill 198 Page 17 PricewaterhouseCoopers LLP September 2004
18 MI : Strategies for implementing the CEO/CFO certification process What do you need to have in place to be able to sign the certificate? An internal control infrastructure that: facilitates communication, reporting, training, incident identification and issues management facilitates ongoing monitoring of the system of internal control and completion of applicable control procedures ultimately provides management with confidence that the internal control structure is effective and can be evaluated and tested on an ongoing basis Regulators will expect companies to have evidence of the design and evaluation of disclosure controls and procedures and internal controls over financial reporting.
19 MI : Strategies for implementing the CEO/CFO certification process Response Compliance project Companies are undergoing comprehensive projects to identify, document and validate controls (disclosure and financial reporting). Compliance projects are being planned and executed to provide necessary information on the design and operating effectiveness of controls to provide a basis for certifications. While a SOX 404-type rule has not yet been enacted, many companies are taking all necessary steps to ensure they will be in a position to comply with an SOX 404-type requirement. Synergies are available for companies who take an integrated project approach integrating efforts to document, evaluate and remediate disclosure controls and internal controls. Bill 198 Page 19 PricewaterhouseCoopers LLP September 2004
20 MI : Strategies for implementing the CEO/CFO certification process MI compliance project approach Key elements Step 1 Step 2 Step 3 Step 4 Step 5 Scoping and Project Planning Document Controls and Evaluate Design Effectiveness Test Controls and Evaluate Operating Effectiveness Implement Cascading Certification Process Evaluate, Report, and Certify Establish project governance structure Determine project scope Determine criteria and process for evaluating control deficiencies Develop detailed project plan Document company-level controls Document disclosure controls and procedures Evaluate the design effectiveness of disclosure controls Evaluate and remediate design effectiveness deficiencies Develop cascading certification package Work with certifying individuals to implement the cascading certification process Receive and evaluate cascading certification packages Report to the Audit Committee Certify Certify Ongoing project management and communication with external auditor
21 MI : Strategies for implementing the CEO/CFO certification process Integrated compliance project approach Key elements Step 1 Step 2 Step 3 Step 4 Step 5 Scoping and Project Planning Document Controls and Evaluate Design Effectiveness Test Controls and Evaluate Operating Effectiveness Implement Cascading Certification Process Evaluate, Report, and Certify Establish project governance structure Determine project scope Determine criteria and process for evaluating control deficiencies Develop detailed project plan Document companylevel controls Document disclosure controls and procedures Document business processes and IC over FR at the transaction level Evaluate the design effectiveness of disclosure controls Perform walkthroughs and evaluate design of IC over FR Evaluate and remediate design effectiveness deficiencies Develop controls testing approach and methodology Develop controls testing plan and procedures Execute tests of controls and evaluate operating effectiveness Evaluate and remediate operating effectiveness deficiencies Develop cascading certification package Work with certifying individuals to implement the cascading certification process Receive and evaluate cascading certification packages Perform update testing to confirm operation of controls Report to the Audit Committee Certify Ongoing project management and communication with external auditor
22 MI : Strategies for implementing the CEO/CFO certification process Ongoing monitoring and maintenance Following the first year of certification, management will continue to work on entrenching controls monitoring and maintenance processes into day-to-day business practices. This will include implementing processes for updating controls-related documentation for changes that impact the control structure (processes, people, systems, business, etc.). Requires ongoing oversight of the compliance process, documentation, controls testing and cascading certification process by senior management, the disclosure committee and the audit committee Includes ongoing processes for identifying, documenting, evaluating, communicating/reporting and remediating any control deficiencies
23 Requirements for audit committees Multilateral Instrument Audit committees
24 MI : Requirements for audit committees New Rules Address Audit Committee composition Definition of Audit Committee Member Independence Audit Committee responsibilities Required disclosures Effectiveness of the audit committee is a key element of the Control Environment, and is typically evaluated during Step 2 - Document Company-Level Controls Bill 198 Page 24 PricewaterhouseCoopers LLP September 2004
25 New auditor oversight National Instrument Auditor oversight
26 Lessons learned PwC s global Sarbanes-Oxley experience
27 Lessons learned PwC s global Sarbanes-Oxley experience The silo approach towards the implementation of sections 302 (disclosure controls and procedures) and 404 (internal controls over financial reporting) may result in inefficient utilization of resources and lead to incomplete results. The lack of appreciation that compliance with sections 302 and 404 is a significant undertaking often leads to poorly governed and planned projects. As with any other significant entity-wide initiative, the lack of commitment to, and ownership of, the project from the top means almost certain failure.
28 Lessons learned PwC s global Sarbanes-Oxley experience Organizations that start documenting processes and controls too quickly without a clear scope and plan wind up gathering unnecessary information and wasting time, effort and goodwill on the part of divisional management and business process owners. Documentation should follow a standardized framework with clearly defined templates, formats, structures and accountabilities.
29 Lessons learned PwC s global Sarbanes-Oxley experience The importance of quality assurance/review of process and controls-related documentation and evaluations cannot be over emphasized; the lack thereof tends to result in significant re-work and added cost. Organizations that jump into documenting and evaluating controls without a clear process and criteria for evaluating control deficiencies often lack consistency in their evaluation.
30 Top 10 project considerations 1. Start early 2. Get support from senior management 3. Invest time in planning and scoping 4. Define processes, methodologies, criteria 5. Ask the experts 6. Involve others 7. Create awareness 8. Prepare for SOX 404-type requirement 9. Implement strong project management 10. Establish accountability
31 Thank you PricewaterhouseCoopers LLP, Canada. PricewaterhouseCoopers refers to PricewaterhouseCoopers LLP, Canada, an Ontario limited liability partnership, or, as the context requires, the network of member firms of PricewaterhouseCoopers *connectedthinking International Limited, each of which is a separate and independent legal entity. PwC
Chapter 5. Rules and Policies NATIONAL INSTRUMENT 52-109 CERTIFICATION OF DISCLOSURE IN ISSUERS ANNUAL AND INTERIM FILINGS
Chapter 5 Rules and Policies 5.1.1 NI 52-109 Certification of Disclosure in Issuers Annual and Interim Filings TABLE OF CONTENTS NATIONAL INSTRUMENT 52-109 CERTIFICATION OF DISCLOSURE IN ISSUERS ANNUAL
More informationSEC ISSUES FINAL RULES FOR NEW CEO/CFO CERTIFICATION UNDER SECTION 302 OF THE SARBANES-OXLEY ACT
CLIENT MEMORANDUM SEC ISSUES FINAL RULES FOR NEW CEO/CFO CERTIFICATION UNDER SECTION 302 OF THE SARBANES-OXLEY ACT As noted in our previous client memoranda, the Sarbanes-Oxley Act of 2002 (the Act ) calls
More informationFS Regulatory Brief SEC Proposes Amendments to Broker- Dealer Financial Reporting Rule
SEC Proposes Amendments to Broker- Dealer Financial Reporting Rule Amendments call for brokerdealers assertion of compliance with the Financial Responsibility Rules, new reviews by independent auditors,
More informationIFRS in Asia 2008 Driving the Capital Markets of Tomorrow 10-11 October 2008, Beijing, China
International Accounting Standards Committee Foundation, Ministry of Finance (PRC), and Shulun Pan Certified Public Accountants IFRS in Asia 2008 Driving the Capital Markets of Tomorrow 10-11, Beijing,
More informationData Management: Considerations for Integrating Compliance Requirements At Home and Abroad. Toronto, Ontario June 14, 2005
Data Management: Considerations for Integrating Compliance Requirements At Home and Abroad Toronto, Ontario June 14, 2005 Outsourcing Update: New Contractual Options and Risks Lisa K. Abe June 14, 2005
More informationAddressing SOX compliance with XaitPorter. Version 1.0 Sept. 2014
Addressing SOX compliance with XaitPorter Version 1.0 Sept. 2014 Table of Contents 1 Addressing Compliance... 1 2 SOX Compliance... 2 3 Key Benefits... 5 4 Contact Information... 6 1 Addressing Compliance
More informationSarbanes-Oxley Act: Section 404 Practical Guidance for Management*
Sarbanes-Oxley Act: Section 404 Practical Guidance for Management* July 2004 *connectedthinking This monograph is designed to assist management in its efforts to satisfy its responsibilities established
More informationChapter 2 Highlights: M&A and Compliance With The Sarbanes-Oxley Act of 2002
Chapter 2 Highlights: M&A and Compliance With The Sarbanes-Oxley Act of 2002 Excerpted From The Complete Guide to Mergers And Acquisitions: Process Tools To Support M&A Integration At Every Level Second
More informationINTERNAL AUDITING S ROLE IN SECTIONS 302 AND 404
INTERNAL AUDITING S ROLE IN SECTIONS 302 AND 404 OF THE U.S. SARBANES-OXLEY ACT OF 2002 May 26, 2004 Copyright 2004 by, 247 Maitland Avenue, Altamonte Springs, Florida, 32701-4201, USA Internal Auditing
More informationCompanion Policy 55-104CP Insider Reporting Requirements and Exemptions
Companion Policy 55-104CP Insider Reporting Requirements and Exemptions PART 1 INTRODUCTION AND DEFINITIONS 1.1 Introduction and Purpose (1) National Instrument 55-104 Insider Reporting Requirements and
More informationInspection of Fazzari + Partners LLP Chartered Accountants (Headquartered in Vaughan, Canada) Public Company Accounting Oversight Board
1666 K Street, N.W. Washington, DC 20006 Telephone: (202) 207-9100 Facsimile: (202) 862-8433 www.pcaobus.org Inspection of Fazzari + Partners LLP (Headquartered in Vaughan, Canada) Issued by the Public
More informationAMERICAN AIRLINES GROUP INC. AUDIT COMMITTEE CHARTER
AMERICAN AIRLINES GROUP INC. AUDIT COMMITTEE CHARTER As adopted by the Board of Directors on December 9, 2013 The Board of Directors (the Board ) of American Airlines Group Inc. (the Company ) hereby sets
More informationTECK RESOURCES LIMITED AUDIT COMMITTEE CHARTER
Page 1 of 7 A. GENERAL 1. PURPOSE The purpose of the Audit Committee (the Committee ) of the Board of Directors (the Board ) of Teck Resources Limited ( the Corporation ) is to provide an open avenue of
More informationCOSO Internal Control Integrated Framework (2013)
COSO Internal Control Integrated Framework (2013) The Committee of Sponsoring Organizations of the Treadway Commission (COSO) released its updated Internal Control Integrated Framework (2013 Framework)
More informationImpact of the Sarbanes-Oxley Act on the System of Internal Controls and IS Audit
Impact of the Sarbanes-Oxley Act on the System of Internal Controls and IS Audit Eva Šimková Hewlett-Packard s.r.o. Vyskočilova 1/1410 14021 PRAHA eva.simkova@hp.com Abstract: The purpose of this paper
More informationA LAYPERSON S GUIDE INTERNAL CONTROL OVER FINANCIAL REPORTING (ICFR)
A LAYPERSON S GUIDE TO INTERNAL CONTROL OVER FINANCIAL REPORTING (ICFR) Prepared by Kayla J. Gillan, Member of the Public Company Accounting Oversight Board For The Council of Institutional Investors Annual
More informationCHARTER FOR THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF INTUITIVE SURGICAL, INC. Approved by the Board of Directors on February 9, 2007
CHARTER FOR THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF INTUITIVE SURGICAL, INC. Approved by the Board of Directors on February 9, 2007 I. Purpose The Audit Committee (the Committee ) of Intuitive
More informationFraud-Related Compliance
Fraud-Related Compliance Areas of Compliance, Part 1: FCPA, SOX, PCAOB, Dodd-Frank 2015 Association of Certified Fraud Examiners, Inc. Foreign Corrupt Practices Act (FCPA) Enacted to prohibit corrupt payments
More informationCoventry Resources Inc. Corporate Governance Statement (current as at 30 June 2015)
Coventry Resources Inc. Corporate Governance Statement (current as at 30 June 2015) The Board of Directors are responsible for the overall strategy, governance and performance of Coventry Resources Inc.
More informationRestaurant Brands International Inc. A corporation continued under the laws of Canada. Audit Committee Charter Originally adopted December 11, 2014
Overview Restaurant Brands International Inc. A corporation continued under the laws of Canada Audit Committee Charter Originally adopted December 11, 2014 Amended October 30, 2015 This Charter identifies
More informationC-103 External Communications Policy
CORPORATE POLICIES C-103 External Communications Policy Table of Contents 1.0 Purpose and Policy... 1 2.0 Definitions... 2 3.0 Scope and Responsibilities... 2 4.0 Disclosure Controls and Procedures...
More informationFREQUENTLY ASKED QUESTIONS ABOUT FOREIGN PRIVATE ISSUERS
FREQUENTLY ASKED QUESTIONS ABOUT FOREIGN PRIVATE ISSUERS General What is a foreign issuer? The federal securities laws define a foreign issuer as any issuer that is a foreign government, a foreign national
More informationThe Federal Financial Management Improvement Act (C)
Omnibus Consolidated Appropriations Act, 1997. PUBLIC LAW 104 208 SEPT. 30, 1996 110 STAT. 3009 *Public Law 104 208 104th Congress An Act Making omnibus consolidated appropriations for the fiscal year
More informationThe Importance of IT Controls to Sarbanes-Oxley Compliance
Hosted by Deloitte, PricewaterhouseCoopers and ISACA/ITGI The Importance of IT Controls to Sarbanes-Oxley Compliance 15 December 2003 1 Presenters Chris Fox, CA Sr. Manager, Internal Audit Services PricewaterhouseCoopers
More informationSUMMARY OF KEY CAPITAL RAISING PROSPECTUS EXEMPTIONS IN ONTARIO
SUMMARY OF KEY CAPITAL RAISING PROSPECTUS EXEMPTIONS IN ONTARIO JANUARY 28, 2016 TABLE OF CONTENTS Background and Purpose of Summary p. 1-2 Table 1: Comparison Table of Key Capital Raising Prospectus Exemptions
More informationA Basic Overview of Securities Regulation in British Columbia
SECURITIES FOR JUNIOR LAWYERS AND LEGAL SUPPORT STAFF PAPER 1.1 A Basic Overview of Securities Regulation in British Columbia These materials were prepared by Dwight D. Dee of Miller Thomson LLP, Vancouver,
More informationCHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF MDC PARTNERS INC. AS ADOPTED AND AMENDED BY THE BOARD OCTOBER 28, 2015
CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF MDC PARTNERS INC. AS ADOPTED AND AMENDED BY THE BOARD OCTOBER 28, 2015 I. AUTHORITY The Board of Directors (the "Board") of MDC Partners Inc.
More informationMARLIN MIDSTREAM GP, LLC AUDIT COMMITTEE CHARTER
MARLIN MIDSTREAM GP, LLC AUDIT COMMITTEE CHARTER Purpose The Audit Committee (the Committee ) is appointed by the Board of Directors ( Board ) of Marlin Midstream GP, LLC (the Company ), which is the general
More informationReg AB Is Here to Stay:
PwC Reg AB Is Here to Stay: What does this mean for servicers? By LaWanda Morris Tom Knox PwC Reg AB Is Here to Stay: What does this mean for servicers? By LaWanda Morris/Tom Knox Background The Securities
More informationCHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF KAISER ALUMINUM CORPORATION
CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF KAISER ALUMINUM CORPORATION Purposes The Audit Committee of the Board of Directors of the Company oversees (a) the accounting and financial reporting
More informationFS Regulatory Brief. How the SEC s Custody Rule Impacts Private Fund Advisers. Introduction. The Custody Rule: An overview
How the SEC s Custody Rule Impacts Private Fund Advisers Introduction Under the Dodd-Frank Wall Street Reform and Consumer Protection Act (Dodd-Frank, or the Act ) and rules recently adopted by the Securities
More informationPORTFOLIO MANAGERS What You Need to Know Under the New Rules
PORTFOLIO MANAGERS What You Need to Know Under the New Rules On July 17, 2009, the Canadian Securities Administrators (the CSA) published in final form their reforms to the registration regime in National
More informationIIROC 2015-2016 Priorities
Administrative Notice General Please distribute internally to: Senior Management Contact: Andrew J. Kriegler President and CEO -009 April 8, 0 IIROC 0-0 Priorities Over the last several years, Canada s
More informationCorporate Finance and Mergers &
Corporate Finance and Mergers & Acquisitions 25 Corporate Finance and Mergers & Acquisitions Canada has well-developed and sophisticated capital markets. The main sources of capital are Canadian chartered
More informationUnderstanding Corporate Governance
Understanding Corporate Governance Canadian Corporate Counsel Association National Conference April 19, 2015 Matthew Merkley, Partner Blake, Cassels & Graydon LLP Corporate Governance Topics of Discussion
More informationThe Sarbanes-Oxley Act: Time is not on your side
The Sarbanes-Oxley Act: Time is not on your side October 2004 Understanding and insuring compliance with the Sarbanes-Oxley Act of 2002 (SOX) can be an enormous undertaking. SOX, almost to understate things,
More informationChapter 5. Rules and Policies
Chapter 5 Rules and Policies 5.1.1 NI 55-104 Insider Reporting Requirements and Exemptions and Consequential Amendments to Related Instruments and Repeal Instruments for Certain Predecessor Instruments
More informationCOMMUNICATIONS WITH AUDIT COMMITTEES OVERVIEW OF PCAOB AUDITING STANDARD NO. 16
FEBRUARY 2013 www.bdo.com AN OFFERING FROM BDO S CORPORATE GOVERNANCE PRACTICE BDO USA CORPORATE GOVERNANCE PRACTICE BDO USA s Corporate Governance Practice was developed to provide guidance to corporate
More informationEFFECT OF THE SARBANES-OXLEY ACT OF 2002
EFFECT OF THE SARBANES-OXLEY ACT OF 2002 August 15, 2002 President Bush signed the Sarbanes-Oxley Act of 2002 (the Act ) into law on July 30, 2002, after numerous business and accounting scandals had rocked
More informationThis is Appendix A: Sarbanes-Oxley and Other Recent Reforms, appendix 1 from the book Governing Corporations (index.html) (v. 1.0).
This is Appendix A: Sarbanes-Oxley and Other Recent Reforms, appendix 1 from the book Governing Corporations (index.html) (v. 1.0). This book is licensed under a Creative Commons by-nc-sa 3.0 (http://creativecommons.org/licenses/by-nc-sa/
More informationThe text boxes in this document are for explanatory purposes only and are not part of the Instrument or the Companion Policy.
This document is an unofficial consolidation of all amendments to National Instrument 31-103 Registration Requirements, Exemptions and Ongoing Registrant Obligations (NI 31-103) and its Companion Policy,
More informationReport on. 2009 Inspection of PricewaterhouseCoopers LLP. Public Company Accounting Oversight Board
1666 K Street, N.W. Washington, DC 20006 Telephone: (202) 207-9100 Facsimile: (202) 862-8433 www.pcaobus.org Report on 2009 (Headquartered in New York, New York) Issued by the Public Company Accounting
More informationHow quality assurance reviews can strengthen the strategic value of internal auditing*
How quality assurance reviews can strengthen the strategic value of internal auditing* PwC Advisory Internal Audit Table of Contents Situation Pg. 02 In response to an increased focus on effective governance,
More informationFebruary 2015. Sample audit committee charter
February 2015 Sample audit committee charter Sample audit committee charter This sample audit committee charter is based on observations of selected companies and the requirements of the SEC, the NYSE,
More information[Translation] 1. Audit Practice Standards for Internal Control Systems
[Translation] 1 Audit Practice Standards for Internal Control Systems Enactment of Audit Practice Standards for Internal Control Systems Japan Corporate Auditors Association Enacted on April 5, 2007 I
More informationCOSO 2013 Internal Control Integrated Framework FRED J. PETERSON, PARTNER MOSS ADAMS LLP
COSO 2013 Internal Control Integrated Framework FRED J. PETERSON, PARTNER MOSS ADAMS LLP Disclaimer The material appearing in this presentation is for informational purposes only and should not be construed
More informationSecurities Law Bulletin
Securities Law Bulletin Important Changes to Canadian Insider Trading Disclosure Regime By Jennifer A. Wainwright The Canadian securities regulatory authorities in each of the provinces of Canada have
More informationJanuary 2013. Sample audit committee charter
January 2013 Sample audit committee charter Sample audit committee charter This sample audit committee charter is based on a review of selected Fortune 1000 company charters, as well as the requirements
More informationCharter of the Audit Committee of the Board of Directors
Charter of the Audit Committee of the Board of Directors Dated as of April 27, 2015 1. Purpose The Audit Committee is a committee of the Board of Directors (the Board ) of Yamana Gold Inc. (the Company
More information20 Questions. Directors Should Ask about Information Technology Outsourcing
20 Questions Directors Should Ask about Information Technology Outsourcing 2005 How to use this publication Each 20 Questions briefing is designed to be a concise, easy-to-read introduction to an issue
More informationIFIAR 2015 Member Profile - PCAOB
Jurisdiction United States of America (USA) 1. Organization Insert the name of the Organization, both in the local language and in English: Public Company Accounting Oversight Board ( PCAOB ) Include relevant
More informationSTANDING ADVISORY GROUP MEETING
1666 K Street, NW Washington, D.C. 20006 Telephone: (202) 207-9100 Facsimile: (202)862-8430 www.pcaobus.org STANDING ADVISORY GROUP MEETING BROKER-DEALER AUDIT CONSIDERATIONS JULY 15, 2010 Introduction
More informationCHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF SERVICEMASTER GLOBAL HOLDINGS, INC.
CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS OF SERVICEMASTER GLOBAL HOLDINGS, INC. Adopted by the Board of Directors on July 24, 2007; and as amended June 13, 2014. Pursuant to duly adopted
More informationIOWA GOVERNANCE PRINCIPLES The Davis Brown Law Firm
Last Updated: January 2010 IOWA GOVERNANCE PRINCIPLES The Davis Brown Law Firm Table of Contents 1. The Sarbanes-Oxley Good Governance Principles 2. IRS Encourages Good Governance Policies 3. Good Governance
More informationCOMPANY LEVEL CONTROLS A PRACTICAL FRAMEWORK
COMPANY LEVEL CONTROLS A PRACTICAL FRAMEWORK During the past two years a group of internal control specialists of large Dutch companies listed in the USA have held regular meetings to share experiences
More informationDelaware 20-3708500 -------- ----------
U.S. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended November
More informationThe Role of Reserves Tracking and Certification For National Oil Companies, Large Integrated Companies and Independents
The Role of Reserves Tracking and Certification For National Oil Companies, Large Integrated Companies and Independents MEOS 2005 March 13, 2005 Herman G. Acuna International Vice President, L.P. Outline
More informationINSIDER TRADING AND BLACKOUT PERIOD POLICY STINGRAY DIGITAL GROUP INC. APRIL 21, 2015
INSIDER TRADING AND BLACKOUT PERIOD POLICY STINGRAY DIGITAL GROUP INC. APRIL 21, 2015 1. Introduction 1.1 Expectations INSIDER TRADING AND BLACKOUT PERIOD POLICY STINGRAY DIGITAL GROUP INC. APRIL 21, 2015
More informationAudit Committee Excellence Series Achieving excellence: Overseeing financial reporting
pwc.com/us/centerforboardgovernance Audit Committee Excellence Series Achieving excellence: Overseeing financial reporting May 2014 PwC s Audit Committee Excellence Series (ACES) provides practical and
More informationChapter 01 Accounting: The Language of Business
Chapter 01 Accounting: The Language of Business True / False Questions 1. The purpose of accounting is to provide financial information about an economic or social entity. 2. An accounting system is designed
More informationCORPORATE GOVERNANCE FRAMEWORK
CORPORATE GOVERNANCE FRAMEWORK January 2015 TABLE OF CONTENTS 1. INTRODUCTION... 3 2. CORPORATE GOVERNANCE PRINCIPLES... 4 3. GOVERNANCE STRUCTURE... 5 4. THE BOARD S ROLE... 5 5. COMMITTEES OF THE BOARD...
More informationINSIDER TRADING POLICY SUPERIOR PLUS CORP.
INSIDER TRADING POLICY SUPERIOR PLUS CORP. A fundamental principle of securities legislation is that everyone investing in securities should have equal access to information that may affect their decision
More informationGuide to Pcaob Inspections
Guide to Pcaob Inspections october 2012 Since 2002, a new regulator, the Public Company Accounting Oversight Board (PCAOB), has had responsibility for overseeing auditors of public companies. Regular inspections
More informationBAKER HUGHES INCORPORATED. CHARTER OF THE AUDIT/ETHICS COMMITTEE OF THE BOARD OF DIRECTORS (as amended and restated October 24, 2012)
BAKER HUGHES INCORPORATED CHARTER OF THE AUDIT/ETHICS COMMITTEE OF THE BOARD OF DIRECTORS (as amended and restated October 24, 2012) The Board of Directors of Baker Hughes Incorporated (the Company ) has
More informationYOUR GUIDE TO UNDERSTANDING FINANCIAL STATEMENTS
YOUR GUIDE TO UNDERSTANDING FINANCIAL STATEMENTS WE SEE MORE THAN NUMBERS In an audit engagement, the Certified General Accountant provides an Independent Auditor s Report. The report provides reasonable
More informationExempt Market Dealers 101
Ontario Securities Commission Exempt Market Dealers 101 April 2014 Sandra Blake, Senior Legal Counsel, Dealer Team Maria Carelli, Senior Accountant, Dealer Team Karin Hui, Accountant, Dealer Team Disclaimer
More informationAUDIT EFFICIENCIES: IS YOUR RELIANCE STRATEGY WORKING FOR YOU? Kyleen Wissell, CRISC, PHR, RCC
AUDIT EFFICIENCIES: IS YOUR RELIANCE STRATEGY WORKING FOR YOU? Kyleen Wissell, CRISC, PHR, RCC Today s Agenda Background: Audit Standard #5 adopted by PCAOB and approved by the SEC in 2007 was intended
More informationCorporate Governance - Implementation, Challenges and Trends
Corporate Governance - Implementation, Challenges and Trends Felix Horber, Legal & Compliance Risk Assessment, UBS AG United Nations, Geneva, February 9, 2005 Overview General Implementation Challenges
More informationSTAFF QUESTIONS AND ANSWERS
1666 K Street, N.W. Washington, DC 20006 Telephone: (202) 207-9100 Facsimile: (202) 862-8430 www.pcaobus.org STAFF QUESTIONS AND ANSWERS AUDITING INTERNAL CONTROL OVER FINANCIAL REPORTING Summary: Staff
More informationJapanese Guidelines for Internal Control Reporting Finalized Differences in Requirements Between the U.S. Sarbanes-Oxley Act and J-SOX
FLASH REPORT Japanese Guidelines for Internal Control Reporting Finalized Differences in Requirements Between the U.S. Sarbanes-Oxley Act and On February 15, 2007, the Business Accounting Council of the
More informationHow To Get A Tax Break On Pet Valu Canada
Headnote Mutual Reliance Review System for Exemptive Relief Applications relief from certain continuous disclosure requirement and certification requirements - in addition, a prior order is revoked to
More informationSarbanes-Oxley Compliance Workbook. From Zero to SOX. Sarbanes-Oxley Compliance Workbook. sensiba san filippo www.ssfllp.com sox@ssfllp.
From Zero to SOX Zero to SOX An Overview The goals of a program to meet SOX 404 requirements go far beyond compliance. The process of building a sustainable, comprehensive internal control environment
More informationReport on. 2010 Inspection of PricewaterhouseCoopers LLP (Headquartered in New York, New York) Public Company Accounting Oversight Board
1666 K Street, N.W. Washington, DC 20006 Telephone: (202) 207-9100 Facsimile: (202) 862-8433 www.pcaobus.org Report on 2010 (Headquartered in New York, New York) Issued by the Public Company Accounting
More informationIn a Search for Regulations on Risk Management, Internal Control and Internal Audit
In a Search for Regulations on Risk Management, Internal Control and Internal Audit Jacek Socha IAS Conference 17 October 2006 pwc Agenda Background Sarbanes-Oxley Act lessons learnt and benefits EU response
More informationControls and accounting policies
Controls and accounting policies Controls and procedures Management s responsibility for financial information contained in this Annual Report is described on page 92. In addition, the Bank s Audit and
More informationCHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
CHARTER OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS DELEGATED AUTHORITY The Audit Committee of the Board of Directors (the Board ) of Rackspace Hosting, Inc. (the Company ) is established pursuant
More informationALMONTY INDUSTRIES INC. INSIDER TRADING POLICY
1. Introduction and Purpose ALMONTY INDUSTRIES INC. INSIDER TRADING POLICY Almonty Industries Inc. (the Corporation ) is a Canadian company, it is a reporting issuer in Canada and its securities are listed
More informationTHE CITY OF GREATER SUDBURY COMMUNITY DEVELOPMENT CORPORATION
Financial Statements of THE CITY OF GREATER SUDBURY COMMUNITY DEVELOPMENT CORPORATION Year ended December 31,2011 p-wc June 27, 2012 Independent Auditors Report To the Board of Directors of the City of
More informationIT Governance Dr. Michael Shaw Term Project
IT Governance Dr. Michael Shaw Term Project IT Auditing Framework and Issues Dealing with Regulatory and Compliance Issues Submitted by: Gajin Tsai gtsai2@uiuc.edu May 3 rd, 2007 1 Table of Contents: Abstract...3
More informationRequirements for Public Company Boards
Public Company Advisory Group Requirements for Public Company Boards Including IPO Transition Rules March 2015 Introduction. 1 The Role and Authority of Independent Directors. 2 The Definition of Independent
More informationInternal Financial Controls
Internal Financial Controls Who All Are Responsible? 3 What is Internal Financial Control (IFC)? 5 What is Internal financial controls over financial reporting (ICFR)? Internal Controls Global Perspective
More informationChanges to Broker-Dealer Reporting & Auditing
Background The Sarbanes-Oxley Act of 2002 created the Public Company Accounting Oversight Board (PCAOB) and required that auditors of U.S. public companies be subject to external, independent oversight
More informationNational Instrument 55-104 Insider Reporting Requirements and Exemptions
National Instrument 55-104 Insider Reporting Requirements and Exemptions PART 1 DEFINITIONS AND INTERPRETATION 1.1 Definitions and interpretation (1) In this Instrument acceptable summary form means, in
More informationMANDATE OF THE AUDIT COMMITTEE FOUNDERS ADVANTAGE CAPITAL CORP.
MANDATE OF THE AUDIT COMMITTEE FOUNDERS ADVANTAGE CAPITAL CORP. OBJECTIVES The Audit Committee has been formed by the board of directors (the "Board") of Founders Advantage Capital Corp. (together with
More informationNavigating the Sarbanes-Oxley Act of 2002
Navigating the Sarbanes-Oxley Act of 2002 OVERVIEW AND OBSERVATIONS March 2003 PwC Table of Contents I. A Summary of the Sarbanes-Oxley Act A New Beginning...1 II. The Titles of Sarbanes-Oxley and PwC
More informationFORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549
FORM 10-Q UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 [ ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended
More informationSTAFF AUDIT PRACTICE ALERT NO. 5 AUDITOR CONSIDERATIONS REGARDING SIGNIFICANT UNUSUAL TRANSACTIONS. April 7, 2010
1666 K Street, NW Washington, D.C. 20006 Telephone: (202) 207-9100 Facsimile: (202)862-8430 www.pcaobus.org STAFF AUDIT PRACTICE ALERT NO. 5 AUDITOR CONSIDERATIONS REGARDING SIGNIFICANT UNUSUAL TRANSACTIONS
More information1. Trustees annual report
1. Trustees annual report Accounting and reporting by charities Overview and the purpose of the trustees annual report 1.1. The primary purpose of the trustees annual report (the report) is to ensure that
More informationThe Impact of Sarbanes-Oxley on the Collections Process. A Decision Analytics briefing paper from Experian
The Impact of Sarbanes-Oxley on the Collections Process A Decision Analytics briefing paper from Experian February 2007 Introduction This briefing paper reviews how the use of an automated debt management
More informationTitle: Corporate Governance Policies. Approved by Board of Directors: February 25, 2015. Purpose. Board Composition. Director Appointment
Page: 1 of 5 Corporate Governance Policies Approved by Board of Directors: February 25, 2015 Purpose Ballard's Corporate Governance Policies (the Policies ) are designed to ensure the independence of the
More informationSAMPLE NPO SOCIETY FINANCIAL STATEMENTS. August 31, 2011
FINANCIAL STATEMENTS August 31, 2011 INDEX Page Independent Auditor's Report 2 Statement of Operations 3 Statement of Changes in Net Assets 4 Statement of Financial Position 5 Cash Flow Statement 6 Notes
More informationTHE PROPOSED CANADIAN SECURITIES ACT: CRIMINALIZING SECURITIES REGULATION IN CANADA. James D.G. Douglas November 22, 2010
THE PROPOSED CANADIAN SECURITIES ACT: CRIMINALIZING SECURITIES REGULATION IN CANADA James D.G. Douglas November 22, 2010 The Traditional Emphasis of Securities Regulation in Canada Has Been Regulatory
More informationCorporate Governance in the ATP Group
Corporate Governance in the ATP Group ATP s activities are regulated by statute. ATP is thus an independent, statutory institution, the aim of which is to administer the ATP pension scheme. Alongside the
More information[RELEASE NOS. 33-8810; 34-55929; FR-77; File No. S7-24-06]
SECURITIES AND EXCHANGE COMMISSION 17 CFR PART 241 [RELEASE NOS. 33-8810; 34-55929; FR-77; File No. S7-24-06] Commission Guidance Regarding Management s Report on Internal Control Over Financial Reporting
More informationAuditing Standard 5- Effective and Efficient SOX Compliance
Auditing Standard 5- Effective and Efficient SOX Compliance September 6, 2007 Presented to: The Dallas Chapter of the Institute of Internal Auditors These slides are incomplete without the benefit of the
More informationReport on. 2010 Inspection of Gregory & Associates, LLC (Headquartered in Salt Lake City, Utah) Public Company Accounting Oversight Board
1666 K Street, N.W. Washington, DC 20006 Telephone: (202) 207-9100 Facsimile: (202) 862-8433 www.pcaobus.org Report on 2010 (Headquartered in Salt Lake City, Utah) Issued by the Public Company Accounting
More informationIndustry Sound Practices for Financial and Accounting Controls at Financial Institutions
Industry Sound Practices for Financial and Accounting Controls at Financial Institutions Federal Reserve Bank of New York January 2006 FINANCIAL AND ACCOUNTING CONTROLS: INDUSTRY SOUND PRACTICES FOR FINANCIAL
More informationInvestment Management Regulation
Investment Management Regulation Our Investment Management Division regulates investment companies (which include mutual funds) and investment advisers under two companion statutes, the Investment Company
More informationPORTFOLIO MANAGEMENT ASSOCIATION OF CANADA
PORTFOLIO MANAGEMENT ASSOCIATION OF CANADA REFERENCE GUIDE TO POLICIES AND PROCEDURES FOR PORTFOLIO MANAGERS December 2010 Introduction Compliance Systems for Portfolio Managers Regulatory Expectations
More informationCOSO s 2013 Internal Control Framework in Depth: Implementing the Enhanced Guidance for Internal Control over External Financial Reporting
in Depth: Implementing the Enhanced Guidance for Internal Control over External Financial Reporting Table of Contents EXECUTIVE SUMMARY... 3 BACKGROUND... 3 SIGNIFICANT CHANGES AFFECTING INTERNAL CONTROL
More information