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Sarbanes-Oxley Section 404 SARBANES-OXLEY SECTION 404: A Guide for Management by Internal Controls Practitioners SARBANES-OXLEY SECTION 404: A Guide for Management by Internal Controls Practitioners The Institute of Internal Auditors 2nd Edition, January 2008 Table of Contents About the Second Edition...........................................................................................................iii How to Use This Guide .............................................................................................................. iv Introduction.................................................................................................................................1 Summary for the CEO and CFO .................................................................................................3 A. Section 404: Rules or Principles ............................................................................................9 B. Revisiting the Principles of Internal Control ...................................................................... 11 The COSO Framework ....................................................................................................... 15 C. What Constitutes an Effective System of Internal Control as it Relates to the Requirements of Section 404? ............................................................................................. 18 D. Who Is Responsible for Internal Controls? ......................................................................... 19 E. What Is the Scope of Management’s Assessment of the System of Internal Control Over Financial Reporting?.................................................................................................. 21 F. Defining the Detailed Scope for Section 404 ....................................................................... 25 1) Using a Top-down and Risk-based Approach to Defining the Scope .......................... 25 2) The Detailed Process for Defining the Scope ............................................................... 27 3) Materiality .................................................................................................................. 28 4) Significant Accounts and Disclosures .......................................................................... 28 5) Financial Statement Assertions ................................................................................... 30 6) Significant Locations, Business Processes, and Major Classes of Transactions ............ 30 7) Key Control ................................................................................................................ 31 a. Identifying Key Controls Within Business Processes ........................................... 32 b. Identifying Key ITGCs ........................................................................................ 35 c. Other Entity-level Controls .................................................................................. 39 d. Spreadsheets and Other End-user Computing Issues ........................................... 41 e. Controls Performed by Third-party Organizations (SAS 70 Type II Reports) ...... 44 8) Fraud Risk Assessment ............................................................................................... 45 9) Process and Control Documentation .......................................................................... 46 The Institute of Internal Auditors / www.theiia.org i TABLE OF CONTENTS G. Testing Key Controls .......................................................................................................... 48 1) Testing Automated Controls ....................................................................................... 51 2) Testing Indirect Entity-level Controls .......................................................................... 52 H. Assessing the Adequacy of Controls, Including Assessing Deficiencies .............................. 54 I. Management’s Report on Internal Controls — the End Product ........................................ 59 J. Closing Thoughts on Efficiency .......................................................................................... 61 Acknowledgments ...................................................................................................................... 64 Notes ......................................................................................................................................... 65 ii The Institute of Internal Auditors / www.theiia.org About the Second Edition This is an updated version of The Institute of Internal Auditor’s (IIA’s) Sarbanes-Oxley Section 404: A Guide for Management by Internal Controls Practitioners, one of its most frequently down- loaded products. Changes include: Updated references to Auditing Standard No. 5 (AS 5) and the U.S. Securities and Exchange Commission’s (SEC’s) guidance for management on Section 404 of the U.S. Sarbanes-Oxley Act of 2002. The first edition was based on the top-down and risk-based approach adopted in both documents, and the second edition updates the discussion and extends the guidance provided by the regulators. An expanded and updated discussion of information technology (IT) general controls scoping based on The Institute’s Guide to the Assessment IT General Controls Scope Based on Risk (GAIT) products. An extended discussion of the role of entity-level controls. The benefit of additional years of experience with management’s assessment of internal control over financial reporting (ICFR). The approach discussed in this guide has proven successful over the last few years, streamlining management’s processes, and effecting major reductions in total assessment cost. The Institute of Internal Auditors / www.theiia.org iii How to Use This Guide Organizations can use this guide to ensure their program for assessing the system of internal control over financial reporting is not only effective but also cost-effective. They will use this guide to: Supplement and extend the guidance for management that has been provided by the SEC. Assess the efficiency of their Section 404 program, such as how to minimize total assessment costs, including related external auditor fees. Revisit their assessment process and compare it to best practices identified by experienced internal control practitioners. Reconsider their processes for assessing deficiencies and providing an overall opinion. Management should provide an opinion that is based on principles instead of rules (i.e., an opinion that provides the investor with a fair assessment of the system of internal control). It should reflect the true condition of the internal control system, not one based on technicali- ties that could mislead the investor who needs to have confidence in the financial reports. Based on their role in their organization and responsibilities for Section 404, readers may use the guide in its entirety or read specific sections based on interest. The first and last sections — the “Summary for the CEO and CFO” and “Closing Thoughts on Efficiency” — merit all readers’ consideration. iv The Institute of Internal Auditors / www.theiia.org Introduction Various organizations have provided guidance on the subject of Section 404 and management’s annual assessment of its system of ICFR. The U.S. Public Company Accounting Oversight Board (PCAOB) provided an updated stan- dard for external auditors in May 2007: AS 5, An Audit of Internal Control Over Financial Reporting That Is Integrated With an Audit of Financial Statements. Management actions are governed by the SEC and not the PCAOB. While the SEC endorsed AS 5, it also provided its own Commission Guidance Regarding Management’s Report on Internal Control Over Financial Reporting Under Section 13(a) or 15(d) of the Securities Exchange Act of 1934 in June 2007. This high-level guidance is not mandatory for manage- ment, but following it provides a safe harbor. Each of the major certified public accounting (CPA) firms and other providers of audit services have published extensive and valuable guidance, generally consistent with PCAOB and SEC guidance. As noted above, following the SEC’s guidance provides management with a safe harbor. However, the guidance is at a high level and management may find additional, more detailed assistance is required. This document provides that additional level of assistance. The guide includes frequent references not only to SEC guidance but also to PCAOB guidance as the greater level of detail in the latter is often helpful. In addition, as discussed later, it may be easier to obtain a higher level of external auditor reliance on management’s testing if manage- ment’s and the auditor’s approaches are aligned. Internal auditors specialize in the assessment of internal controls and have for decades. They do so as a service to their organization’s audit committee and senior management team, and, therefore, have extensive insight into the operation of those controls and the constraints on management in providing those controls. They are experts in the theory and practice of internal controls and related auditing. This guide — which is produced by The IIA, the recognized authority and standard-maker for internal auditing in the United States and around the world — is written for management by experienced internal auditors who have worked on internal controls hand-in-hand with the board and management. The guide incorporates and reflects up-to-date guidance from the SEC, the PCAOB, The IIA, and the real-world experience and insight
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