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The Sarbanes-Oxley Act: Code of Ethics and Audit Committee Requirements


Auditor and Director Independence per the Sarbanes-Oxley Act

As a result of increasing accounting and auditing fraud, the SEC has stated that the current supervision of independent accountants is not adequate. The SEC proposed a broad series of rules that are designed to reform oversight and improve the accountability of auditors of publicly traded companies. In January 2003, the Sarbanes-Oxley Act implemented a final rule to Section 407 that require reporting companies to disclose in their annual reports whether there is at least one audit committee financial expert on their audit committee. This four-page white paper explores this rule concerning director and auditor independence.




The board of directors for every public company must determine whether or not the company has an “audit committee financial expert” on its audit committee. The company must also disclose that the board of directors has determined that the company has at least one audit committee financial expert serving on its audit committee. The name of the expert must be disclosed, and it should be asserted whether the person is “independent” of management. If the company does not have an audit committee financial expert serving on its audit committee, the reasons for this lack of expert should be disclosed.

While the SEC had originally used the term “financial expert” to describe the expert that must be present on the audit committee, this term was changed to “audit committee financial expert.” This change allows the expert’s characteristics to be more relevant to the functions of an audit committee, and it broadened the types of people that may qualify. Pursuant to this rule, an “audit committee financial expert” must have the following attributes:
  1. An understanding of generally accepted accounting principles and financial statements
  2. An ability to assess the general application of such principles in connection with the accounting for estimates, accruals and reserves;
  3. Experience preparing, auditing, analyzing or evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of issues that can reasonably be expected to be raised by the issuer’s financial statements, or experience actively supervising one or more persons engaged in such activities;
  4. An understanding of internal controls and procedures for financial reporting; and
  5. An understanding of audit committee functions.
All five attributes must be possessed by the person to meet the definition of an expert, as set by the SEC. This person may acquire these characteristics through any one or more of the following channels:

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