Chapter 01 – Lecture Notes
1-13
IV. Appendix 1A: Corporate governance (slide #40 is a title
slide)
A. Key definitions/concepts
i. Corporate governance is the system by
which a company is directed and controlled.
1. If properly implemented, the corporate
governance system should provide
incentives for the board of directors and top
management to pursue objectives that are in
the interests of the company’s owners and
it should provide for effective monitoring of
performance.
B. The Sarbanes-Oxley Act of 2002
i. The Sarbanes-Oxley Act of 2002 was
intended to protect the interests of those who
invest in publicly-traded companies by
improving the reliability and accuracy of
corporate financial reports and disclosures.
Six key aspects of the legislation include:
1. The Act requires both the CEO and CFO to
certify in writing that their company’s
financial statements and disclosures fairly
represent the results of operations.
2. The Act establishes the Public Company
Accounting Oversight Board to provide
additional oversight to the audit profession.
3. The Act places the power to hire,
compensate, and terminate public
accounting firms in the hands of the audit