- Foreign Corrupt Practices Act (FCPT) 米国海外腐敗行為防止法
- Sarbanes-Oxley Act サーベンス・オクスリー法
Foreign Corrupt Practices Act (FCPT) 米国海外腐敗行為防止法
- 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.