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1 The Hackett Group, Press Release, Hackett Group Survey Reveals That Nearly Half of All Companies Ignore IT in Critical Elements of Sarbanes Oxley Compliance Efforts, December 16, 2003, Atlanta, GA 2 K Rajalingham, D Chadwick, B Knight, and D Edwards, Quality Control in Spreadsheets: A Software Engineering-Based Approach to Spreadsheet Development, Thirty-Third Hawaii International Conference on System Sciences (Maui, Hawaii, January 4 7, 2000)
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CHAPTER
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Internal Controls
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ood internal controls are no longer just best practice Internal control means different things to different people Fortunately, the proposed SEC rule on Section 404 specifically discusses the definition of internal controls offered by the Committee of Sponsoring Organization (COSO), an independent group sponsored by five major accounting organizations, including the American Institute of Certified Public Accountants and the Institute of Internal Auditors COSO s definition of internal control is:
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a process, effected by an entity s board of directors, management, and other personnel, designed to provide reasonable assurance regarding the achievement of objectives in the following categories:
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Effectiveness and efficiency of operations; Reliability of financial reporting; Compliance with applicable laws and regulations
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In 1992, COSO issued a report examining corporate fraud and what procedures could be put together to combat it It recommended that companies adopt a framework within which all transactions are properly authorized, there are safeguards against improper use, and all transactions are recorded and reported What that means is that every division in a company needs a documented set of internal rules that control how data is generated, manipulated, recorded, and reported In August 2003, the SEC introduced the term internal control over financial reporting, which is a version of the COSO definition specific to Sarbanes-Oxley requirements Internal control over financial reporting is:
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A process designed by, or under the supervision of, the issuer s principal executive and principal financial officers, or persons perform-
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Internal Controls
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ing 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 generally accepted accounting principles and includes those policies and procedures that:
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Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the issuer; Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the issuer are being made only in accordance with authorizations of management and directors of the issuer; and Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the issuer s assets that could have a material effect on the financial statements
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The last relevant requirements are the SEC s Disclosure Controls and Procedures, which are designed to ensure that information required to be disclosed by a company in the reports filed by it under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified by the SEC The disclosures that must be made to stay in compliance with Sarbanes-Oxley must be certified just as the internal control systems are It is apparent that much of a company s success in compliance with Sarbanes-Oxley hinges on the establishment and management of effective and efficient internal controls and controls that regulate how information is disclosed Although there is overlap, these controls are distinct and distinguishable Internal control includes such things as signature requirements or periodic data checks, whereas a disclosure control relates to ensuring that information is tracked, recorded, summarized, and reported as required by the SEC
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COMPONENTS OF INTERNAL CONTROL
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Internal control consists of five interrelated components that are derived from the way management runs a business, and are integrated with the management process
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