Magazine article The CPA Journal

Practical Guide to Corporate Governance and Accounting: Implementing the Requirements of the Sarbanes-Oxley Act, 2004 Edition

Magazine article The CPA Journal

Practical Guide to Corporate Governance and Accounting: Implementing the Requirements of the Sarbanes-Oxley Act, 2004 Edition

Article excerpt

Practical Guide to Corporate Governance and Accounting: Implementing the Requirements of the Sarbanes-Oxley Act, 2004 Edition By David E. Hardesty, CPA Warren, Gorham & Lamont; approx. 1,500 pp.; $99.95; ISBN 0-7913-5131-9 Reviewed by Robert N. Waxman

This guide was written by a CPA for CPAs and others, and like a good set of workpapers, its organization and comprehensiveness are its greatest strengths-and in a way its greatest drawbacks.

The early chapters follow the order of the Titles in the Sarbanes-Oxley Act. Within each chapter, each section of the act is discussed in order, with the individual sections summarized, including the section's effective date and, where appropriate, references to Congressional committee reports and PCAOB, SEC, and other releases. Depending on the section, the analysis includes recommendations on how to comply with the rules, and also identifies what parties will be affected by that section and in what ways, and action steps to take. All of this and the author's highlighted observations are written in plain English.

The next 13 chapters present the author's insights on such diverse topics as tax services under the Sarbanes-Oxley Act, the pressure to adopt better corporate governance by nonpublic companies, and the act's impact on companies going public and on not-for-profit entities. These chapters also discuss audit committee requirements and the approval of nonaudit services, management's responsibilities under the act, and section 302 and 906 certifications. Other important topics include board of directors and audit committee guidance, management guidance, internal control and information technology, state boards of accountancy, pension and retirement plans, public versus nonpublic companies, in-house attorneys, outside attorneys, client letters and interoffice memoranda, and checklists.

The "Client Letters and Interoffice Memoranda" chapter contains helpful sample memos that can be used by accountants, such as interoffice memos to the tax department of a public company client, and memos to the tax department of the firm auditing a public company. A checklist chapter includes the due diligence requirements of sections 302 and 906 certifications.

Next the book presents two matrixes, the first sorted by the section of the act, including cross-references, analysis of the rules and regulations, effective dates, affected parties, the effect, the action that must be taken, and suggested references. This matrix brings all of the moving parts of the Sarbanes-Oxley Act together with a high-level overview. …

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