Assigned Discussions: 1. For The Selected Company, And Using An Outline Of The Principal Requirements Of The Sarbanes-Oxley Act, Prepare An Analysis Of The Company’s Compliance And Reporting Activities. This Analysis Should Be Based On A Careful Review O

Requirements and responsibilities of financial executives with respect to internal control and regulatory compliance are the focus of study this week.  An important outcome is learning how to define and implement an effective system of corporate governance and how it should work to improve accountability to shareholders and the quality of financial and operational reporting and disclosure.  This involves the ability to articulate the most important principles of corporate governance.

The course of study examines and explains the role and fiduciary duties of a company’s board of directors in the oversight of corporate operations and affairs.  An important expected outcome is the ability to discuss the most important attributes and characteristics of an effective board of directors and to explain how its performance should be evaluated.  Students are also expected to be able to articulate and evaluate the most important principles of corporate governance.

Another important expected learning outcome is the ability to explain and discuss management’s responsibilities to comply with the spirit and requirements of rules, regulations, and laws, including legal, regulatory, tax and accounting rules, sustainability, and social responsibility.

Students are expected to understand the SEC reporting requirements and explain the required content of the annual Form 10K report.

The ability to discuss and explain the implications of the evolving role of external auditing and corporate governance, financial reporting, and disclosure are expected outcomes from this week’s studies.

Students will become familiar with important regulatory legislation and should be able to discuss the principal provisions of the Dodd-Frank Act of 2010 and its impact on companies and investors.  They should also be able to discuss the principal provisions of the Sarbanes-Oxley Act of 2002 and its impact on companies and investors.

Observation:

For a review of the costs and benefits of Sarbanes-Oxley refer to the article (Hanna, J. The Costs and Benefits of Sarbanes-Oxley. Forbes. March 10, 2014.) that can be retrieved from:

http://www.forbes.com/sites/hbsworkingknowledge/2014/03/10/the-costs-and-benefits-of-sarbanes-oxley/

Suggested Readings:

UMUC eReserves:

McKenna, Francine. Ten Years After Sarbox, Time for an Audit of the Auditors. Financial Times. July 29, 2012.

Online Readings:

Zameeruddin, Rizvana, The Sarbanes-Oxley Act of 2002: An Overview, Analysis, and Caveats. Available at http://www.westga.edu/~bquest/2003/auditlaw.htm

Hanna, Julia. The Costs and Benefits of Sarbanes-Oxley. Forbes. March 10, 2014.  Available at:http://www.forbes.com/sites/hbsworkingknowledge/2014/03/10/the-costs-and-benefits-of-sarbanes-oxley/

Cohen, Daniel, Dey, Aiyesha, and Lys, Thomas. (Sarbanes-Oxley) Beneficial or Detrimental Legislation: The Pros and Cons of Sarbanes-Oxley. Available at:http://insight.kellogg.northwestern.edu/index.php/Kellogg/article/beneficial_or_detrimental_legislation 

GE Capital. Adapting to Regulatory Change: How Companies Should Approach New Rules and Laws. 2012. Available at:

http://www.gecapital.com/en/pdf/Adapting_to_Regulatory_Change.pdf

Skeet, Ann. Trends in Corporate Governance. July 1, 2015. Available at:

http://www.scu.edu/ethics/focus-areas/business-ethics/resources/trends-in-corporate-governance/

Adams, R., Hermalin, B. E., and Weisbach, M. S. The Role of Boards of Directors in Corporate Governance. NBER. (November 2008). Available at:

http://www.nber.org/papers/w14486.pdf