Covering All the Bases: Check Out the FloQast SOX Compliance Checklist

Is your company compliant with the Sarbanes-Oxley (SOX) Act of 2002? If you're not sure, don't worry—you're not alone. The good news is that compliance is largely a matter of organization and process.

By taking advantage of available resources and following a few simple steps, you can ensure your company meets all the requirements of the SOX Act. This blog post provides an overview of SOX compliance and a SOX compliance checklist to help you get started.

Why do you need a SOX compliance checklist?

Public and private companies need SOX compliance checklists to ensure they comply with SOX. The Sarbanes-Oxley Act  is a comprehensive piece of legislation that lays out specific requirements for publicly traded companies related to financial reporting, internal controls, and corporate governance.

Private companies can also benefit from a SOX compliance checklist, as it can help them establish best practices for financial reporting and internal controls. By taking the time to develop and implement a SOX compliance checklist, your company can help protect itself from financial and reputational damage in the event of a data breach, financial misstatement, or other non-compliance issues.

Essential SOX compliance requirements

As we mentioned earlier, SOX is comprehensive. There are several sections, some of which are more involved (and more interesting) than others. Let’s take a quick look at those sections. 

Title I - Public Company Accounting Oversight Board (PCAOB) 

This section establishes the PCAOB, an independent regulatory body responsible for overseeing public accounting firms that audit publicly traded companies. It was created in response to concerns about auditor independence and accounting irregularities, making it a key component of SOX compliance. The PCAOB plays a crucial role in ensuring the quality and integrity of financial reporting for public companies.

Title II - Auditor Independence

Title II addresses auditor independence and conflicts of interest. It mandates stricter rules to maintain the impartiality of auditors, reducing the risk of corporate fraud. 

Title III - Corporate Responsibility

This section imposes obligations on corporate executives, including CEOs and CFOs, to certify the accuracy of financial statements. It also provides legal protections for whistleblowers who report corporate misconduct, which enhances transparency and corporate responsibility. 

Title III includes the infamous Section 302, which emphasizes corporate responsibility by requiring the CEO and CFO of publicly traded companies to personally certify the accuracy of their company's quarterly and annual financial statements.

Title IV - Enhanced Financial Disclosures 

Title IV enhances financial disclosure requirements for public companies. It includes provisions that require greater transparency and detail in financial reporting, ensuring that investors have access to comprehensive and accurate information. 

Included in Title IV is Section 404 (a full 139 pages all by itself; see what we mean about comprehensive?), which requires management to assess and report on the effectiveness of a company's internal controls over financial reporting to ensure accuracy and prevent deniability in cases of fraud. It also requires external auditors to validate this assessment independently.

Title V - Analyst Conflicts of Interest 

Title V focuses on addressing conflicts of interest among securities analysts. It aims to mitigate bias and ensure that analysts provide objective and unbiased research to investors. 

Title VI - Commission Resources and Authority

This section grants additional resources and authority to the SEC. It empowers the SEC to enforce securities laws more effectively and conduct investigations into potential violations, strengthening its oversight role in the financial markets. 

Title VII - Studies and Reports

Title VII mandates various studies and reports on financial and auditing issues, with a focus on continuous improvement and the adaptation of regulations to changing market conditions. It promotes ongoing assessment and improvement in financial governance.

Title VIII - Corporate and Criminal Fraud Accountability 

Title VIII addresses corporate and criminal fraud accountability. It introduces penalties for corporate fraud and white-collar crimes, including the destruction and tampering of financial records, thus acting as a strong deterrent against fraudulent activities. 

Title IX - White-Collar Crime Penalty Enhancements

Title IX enhances penalties for white-collar crimes, including securities fraud. By imposing stricter penalties, it serves as a powerful disincentive for fraudulent financial activities. 

Title X - Corporate Tax Returns 

This section contains provisions related to the retention and review of corporate tax returns, promoting greater transparency and accountability in tax reporting.

Title XI - Corporate Fraud Accountability 

Title XI focuses on corporate fraud accountability, including penalties for document destruction and tampering with records. It strengthens the legal consequences for those involved in fraudulent financial practices, fostering a culture of accountability.

These sections collectively reinforce the pillars of SOX, which aim to restore investor confidence, ensure transparency in financial reporting, and hold corporations and their executives accountable for their actions.

Key components of SOX compliance

While SOX contains a lot of details, there are a few key components that really stand out. Among these, Section 302 stands as a cornerstone, requiring the CEO and CFO to personally certify the accuracy of the company's quarterly and annual financial statements. This certification assures that financial reports do not contain material misrepresentations and provide an accurate reflection of the company's financial condition. 

Section 404 also takes center stage by mandating the evaluation of internal controls over financial reporting. This assessment is subjected to an external audit, assuring that the company's internal controls are effective in preventing and detecting material misstatements. These key components collectively create a robust framework that not only ensures compliance with regulatory mandates but also instills confidence in investors and stakeholders by upholding the principles of transparency and accountability.

Benefits of SOX compliance

Complying with SOX brings significant advantages. First and foremost, it builds trust among investors. When companies follow SOX rules, it reassures shareholders that financial statements are accurate and trustworthy, reducing the risk of financial misconduct. This trust can attract investments, which helps companies grow and maintain stability in financial markets. Additionally, SOX compliance enhances transparency by providing everyone with access to accurate financial information. In a business world where trust and credibility are vital, SOX compliance not only helps companies meet regulations but also positions them as reliable and trustworthy players in the competitive market.

How to use the SOX compliance checklist

The Sarbanes-Oxley Act doesn’t dictate specific controls. Instead, it requires organizations to design and implement their own controls that meet the regulation’s goals.

A SOX compliance checklist can help ensure that a company follows best practices and SOX compliance requirements.

When using a SOX compliance checklist, it’s essential to familiarize yourself with the requirements of the Sarbanes-Oxley Act. The SOX Act covers a wide range of topics, so make sure you are aware of which sections apply to your company. You should tailor your SOX compliance checklist to fit your company’s unique needs. Not all companies need to implement all the controls listed in a SOX compliance checklist.

It’s also important to keep in mind that complying with SOX is an ongoing process. You may need to update your SOX compliance checklist as your business changes.

SOX compliance checklist

The following SOX compliance checklist will help you maintain a system of internal controls over your financial reporting.

Task 1: Select an internal control framework

Several industry groups have developed internal control frameworks to help organizations take a systematic approach to comply with SOX. Two commonly used frameworks are:

• Committee of Sponsoring Organizations (COSO). The COSO framework addresses five components of internal control: the control environment, risk assessment, control activities, information and communication, and monitoring activities.
• Control Objectives for Information and Related Technologies (COBIT). The COBIT framework is based on five key principles that apply to IT enterprise governance: meeting stakeholder needs, covering the enterprise end-to-end, applying a single integrated framework, enabling a holistic approach, and separating governance from management.

Task 2: Identify internal and external risks

The next step in following SOX compliance standards is identifying and examining both internal and external risks. Since risk factors are continually changing based on things such as operational expansions, the current economic climate, or new industry standards, assessing risk should be an ongoing effort.

Task 3: Implement controls

Based on your identified risks, identify and implement an adequate internal control structure to protect the integrity of data flowing into your financial statements and other financial reports.

Some examples include:

• Segregation of duties. Spread responsibilities for financial reporting across multiple people. For example, you might require your accounts payable person to get a manager’s sign-off before issuing payments.
• Code of conduct. Companies should create a code of conduct that includes high-level guidelines for behavior and principles to guide decision-making. For example, it might provide guidance on complying with the Foreign and Corrupt Practices Act rules regarding gifts, gratuities, and entertainment for employees traveling in a foreign country for work. Make sure all employees have a copy of the code of conduct and incorporate it into your training programs.
• Account reconciliations. Reconciliations are an essential internal control tool. They help prevent and detect corporate fraud by comparing information in the company’s records to third-party sources, such as bank and credit card statements, loan amortization schedules, aging schedules, and inventory records.

Automating internal controls with SOX compliance software helps ensure they’re consistently followed and streamlines your compliance process.

Task 4: Establish a data governance policy

Although SOX doesn’t go into detail about IT or financial data governance, having a policy for data governance helps companies prevent non-compliance by limiting access to sensitive financial information and ensuring financial data integrity.

Some areas to address in your data governance policy include:

1. How the company detects security breaches
2. Implementing a data loss prevention strategy
3. Protecting sensitive data in real-time, 24/7
4. Preventing data tampering by controlling user logins and establishing role-based data access
5. Ensuring you have verifiable data security reporting
6. How you’ll allow SOX auditors access to the data they need to perform the audit
7. How you’ll assess internal controls on an ongoing basis to ensure they’re working as intended and confirm their effectiveness

Task 5: Regularly test controls

SOX compliance requires ongoing vigilance, and one important way to ensure that your internal controls are effective is to test them regularly. Testing helps you catch any problems before they cause serious damage and also helps ensure that your employees follow the established procedures. In addition, periodic testing allows you to make necessary adjustments to your controls and keeps everyone on their toes.

Task 6: Schedule and plan for an external audit

SOX compliance requires an external audit to ensure that companies are following the regulations set forth by the Sarbanes-Oxley Act. While internal controls can handle some aspects of SOX compliance, it’s essential to have an independent party examine your financial records and other reports to verify their accuracy.

Planning for a SOX compliance audit can seem daunting, but the following tips can help:

• Start planning early. The more time you have, the less stressed you’ll be. Schedule your audit at least six months in advance to allow plenty of time for coordination.
• Gather all required documentation. This includes financial statements, accounting records, information about your internal control systems, and other relevant documents.
• Cooperate with the auditor. Be available for meetings and provide requested information promptly. Remember, the auditor is there to help you comply with SOX requirements, not to find fault or place blame.
• Follow up after the audit. Review the findings of the audit and make any necessary changes to your internal controls or procedures.

How to prepare and adapt to regulatory changes

Staying ahead of regulatory changes is crucial for businesses to thrive in today's ever-evolving landscape. To prepare and adapt effectively, start by closely monitoring updates to financial regulations, like the Sarbanes-Oxley Act (SOX). Keep a watchful eye on official sources, regulatory bodies, and industry news to stay informed about any new requirements or amendments.

Next, establish a clear process within your organization for compliance. Assign roles and responsibilities, ensuring that the right teams are aware of their obligations under SOX or any relevant regulations. Regular training and awareness programs can help employees understand the importance of compliance and how to meet new requirements.

Consider seeking external expertise if needed. Regulatory changes can be complex, and it's often valuable to consult with legal or financial professionals who specialize in compliance. They can provide guidance and ensure that your company adheres to the latest regulations while mitigating risks effectively.

Additionally, regularly review your internal controls and processes to ensure they align with the new regulatory requirements. This proactive approach helps identify any gaps or areas that may need adjustment to meet compliance standards.

Finally, be ready to adapt quickly as regulations evolve. The business environment is dynamic, and flexibility is key. Stay prepared to make necessary changes in response to updated rules and requirements, and communicate these changes clearly to all relevant stakeholders within your organization.

By staying informed, organized, and adaptable, your business can effectively prepare for and adapt to regulatory changes, ensuring continued compliance and success in an evolving regulatory landscape.

How can FloQast help you?

SOX compliance can seem daunting, but following best practices and using a checklist can make the process much easier. At FloQast, we’ve created a comprehensive SOX compliance checklist to help our clients adhere to the regulations. This checklist covers everything from financial statement auditing to risk assessment and whistleblower protection. 

We hope you find this resource helpful as you work to ensure SOX compliance.