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Sarbanes-Oxley and SEC Rules

The Sarbanes-Oxley Act 2002 is the most important piece of financial legislation of the last 30 years.

The Act was brought in following the WorldCom and Enron debacles. The essential aim is to improve transparency in the reporting of financial matters of publicly listed companies.

As the most powerful financial regulator in America, the Securities and Exchange Commission (SEC) was given the job of enforcing the Act. Indeed the SEC saw many of its own powers enhanced by Sarbanes-Oxley.

As directed by Sarbanes-Oxley the SEC has had to introduce or strengthen rules. The most active ones are listed below.


Rule 208
Strengthens the SEC's requirements for auditor independence.

Rule 301
Standards relating to publicly listed company audit committees.

Rule 302
Certification of Disclosure in Companies' quarterly and annual reports

Rule 303
Improper influence on conduct of audits

Rule 306
Insider trades during pension fund blackout periods

Rule 307
Implementation of Standards of professional conduct for attorneys.

Rule 401(a)
Disclosure in management discussion and analysis about off-balance sheet arrangements and aggregate contractual obligations.

Rule 401(b)
Conditions for use of non-GAAP financial measures

Rule 403
Ownership reports and trading by officers, directors and principal security holders.

Rule 403ET
Mandated electronic filing and website posting for forms 3,4 and 5.

Rule 404
Management's reports on Internal control over financial reporting and certification of disclosure in Exchange Act Periodic Reports.

Rule 406/7
Disclosure required by sections 406 and 407 of the Sarbanes-Oxley Act 2002

Rule 409
Additional Form 8-K disclosure requirements and acceleration of filing date

Rule 802
Retention of records relevant to audits and reviews.

The rule which has caused most consternation in US business circles is 404.

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