Part 1 Section E.1.3. Legislative Initiatives About Internal Control 法令による内部統制

Foreign Corrupt Practices Act (FCPT) 米国海外腐敗行為防止法

Anti-Bribery Provision

  • apply to all companies. すべての企業
  • It is illegal for any company or anyone acting on behalf of a company to bribe any foreign official in order to obtain or retain business.
  • This provision is against corrupt payments to a foreign official, a foreign political party or party official, or any candidate for foreign political only.
  • The entire company, not any one individual or position in the company, is responsible for ensuring that all payments are legal and lawful.

Internal Control Provision

  • apply only to companies that are public traded. 公開会社のみ

Sarbanes-Oxley Act サーベンス・オクスリー法

Title I: Public Company Accounting Oversight Board (PCAOB)  公開会社会計監視委員会

SOX of 2002 established the Public Accounting Oversight Board

Title II: Auditor Independence 監査人の独立性

Section 201: Services Outside the Scope and Practice of Auditors

a fundamental conflict of interest を起こすようなサービスの提供は禁止

Section 203: Audit Partner Rotation

  • The lead audit partner
    • in each of the five previous fiscal years of the client
  • Other audit partners
    • must rotate off after seven years and remain off for two years
  • Special partners
    • do not need to rotate off

Section 204: Auditor Report to Audit Committees

Title III: Corporate Responsibility 企業の責任

Section 302: Corporate Responsibility for Financial Reports

Title IV: Enhanced Financial Disclosures 財務情報開示の強化

Section 404: Management Assessment of Internal Controls and the Independent Auditor’s Attestation to Management’s Assessment of Internal Controls

  • state the responsibility of management for establishing and maintaining an adequate internal control structure and procedures for financial reporting
  • contain an assessment by management of the adequacy of the company’s internal control over financial reporting (ICFR).

Section 407: Disclosure of Audit Committee Financial Expert

At least one member of the audit committee should be a financial expert.