By Grace, H. Stephen, Jr.; Haupert, John E.
The CPA Journal , Vol. 73, No. 6
Recent accounting scandals have energized Congress and the SEC to develop new laws and regulations aimed at strengthening corporate governance. While the intent of the myriad proposed changes is excellent, the devil will be in the details. The definition of financial literacy in particular will require great care because the Sarbanes-Oxley Act directs the SEC to define the term "financial expert" as it pertains to audit committee members. General guidelines for determining the financial sophistication of individuals already exist, and the exchanges stipulate that members of audit committees be financially literate. Apparently, however, the SEC will be strengthening the rules, because Sarbanes-Oxley specifies attributes that must be considered in crafting a new definition.
While this is an important effort, we hope the SEC will not set requirements that are too narrowly rigorous, because that could lead to an unwillingness to serve on audit committees and cause corporations to ignore literacy requirements too difficult to implement. The media coverage on the topic suggests that only individuals conversant with the technical aspects of GAAP accounting and other esoteric accounting principles will be considered financially literate. There is also a push to train prospective audit committee members in the financial reporting nuances of the corporation's industry.
The SEC and others involved must recognize that a board's primary responsibility is the understanding, approval, and oversight of the corporation's strategic and operational aspects. The audit committee aids the board by overseeing the firm's risk and control environment and monitoring the financial reporting process.
Effective oversight of a corporation's risk and control environment requires skills well beyond an understanding of GAAP accounting. Monitoring cash flows, tracking capital expenditures, and following operational key value drivers are all part of this oversight, along with safeguarding internal controls from manipulation by senior management. Correctly done, this oversight helps ensure the integrity of the financial reporting process. …