Course Description

This course provides a foundational understanding of the Sarbanes-Oxley Act (SOX), with an emphasis on Section 404, which mandates the establishment of internal controls over financial reporting (ICFR). Participants will gain practical insights into auditing standards, internal control assessments, and the impact of SOX on business operations (including IT) and financial reporting.

Throughout the program, participants will engage with key concepts and frameworks, including the role of management in SOX compliance, the processes of designing, documenting, testing, and monitoring internal controls, and best practices for mitigating compliance risks. Relevant tools, technologies and templates will be discussed in the context of implementing and auditing for SOX Section 404 compliance from the perspectives of management, auditors and boards.

Learning Objectives

Upon successful completion of this course, participants will be able to:

• Describe the historical context, legislative process, and key provisions of the Sarbanes-Oxley Act, including its structure, titles, and objectives.

• Explain the requirements of Section 404 (ICFR) and the roles of regulatory and standard-setting bodies such as the SEC, PCAOB, AICPA, and COSO.

• Interpret key auditing standards and frameworks relevant to SOX compliance, including Auditing Standard 2201 (AS2201 – previously AS5).

• Differentiate the roles and responsibilities of professionals involved in SOX compliance at the entity and process levels, including those related to IT General Controls (ITGCs).

• Apply a top-down, risk-based approach to support internal controls, financial reporting, and SOX-related audits within an organizational context.

• Define and use core terminology relevant to SOX Section 404 compliance, such as significant accounts, key controls, significant deficiencies, and material weaknesses.

• Design and implement processes for scoping, assessing, documenting, testing and remediating internal controls in alignment with SOX and auditor expectations, including considerations for SOC reports and Critical Audit Matters (CAMs).

• Evaluate internal control systems and audit processes to identify opportunities for ongoing monitoring and improvement.

• Adapt compliance strategies to address emerging technologies, regulatory changes, and evolving industry standards, including disclosure controls and procedures.

• Assess the potential for artificial intelligence (AI) and generative AI tools to enhance SOX compliance efforts and audit efficiency.

• Analyze real-world challenges, costs, and practical considerations associated with SOX implementation and auditing.

Course Modules

Module 1: Introduction to the Sarbanes-Oxley Act (SOX)

1.1 Historical Context and Legislative Background

1.2 Overview of SOX Titles and Key Provisions

1.3 Key Stakeholders and Regulatory Bodies

Module 2: Section 404 – Internal Control Over Financial Reporting (ICFR)

2.1 Understanding Section 404 Requirements

2.2 COSO Internal Control Framework

2.3 Key Terminology in 404 Compliance

2.4 Section 302 and Fraud Responsibilities

Module 3: Auditing Standards and Guidance for SOX

3.1 Overview of Relevant Auditing Standards (AS)

3.2 Risk Assessment and the “Top-Down, Risk-Based” Approach

3.3 Auditor Reporting and SOX

3.4 Audit Committee and Board Governance

Module 4: Designing and Implementing Internal Controls

4.1 Identifying and Designing Controls

4.2 Documentation Best Practices

4.3 IT General Controls (ITGCs)

4.4 Managing Change and Its Impact on Controls

Module 5: Testing and Evaluating Controls

5.1 Types of Control Testing

5.2 Evaluation of Deficiencies

5.3 Third-Party Reliance and User Control Considerations (UCCs)

Module 6: Monitoring, Reporting, and Ongoing Compliance

6.1 Management’s Annual Internal Control Assessment

6.2 Internal Audit’s Role in SOX Compliance

6.3 Continuous Improvement and SOX Sustainment

6.4 Disclosure Controls and Procedures (DCPs)

6.5 Communication and Escalation Protocols

Module 7: Real-World Challenges, Costs, and Trends

7.1 Practical Challenges in SOX Implementation

7.2 Cost Management and ROI

7.3 Benchmarking and KPIs for SOX Programs

7.4 Industry-Specific Considerations

Module 8: Technology, Tools, and Emerging Topics

8.1 Tools and Templates for SOX Compliance

8.2 Cybersecurity and SOX: Bridging the Gap

8.3 AI, and in particular Generative AI, in SOX

8.4 Future of SOX: Regulatory Trends and Global Influences