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Sarbanes Oxley Act - Auditing Standards

Public Company Accounting Oversight Board

Bylaws and Rules – Standards – AS2

Auditing Standard No. 2: An Audit of Internal Control Over Financial Reporting Performed in Conjunction With an Audit of Financial Statements

This standard was approved by the Securities and Exchange Commission on June 17, 2004, and is effective for audits of internal control over financial reporting required by Section 404(b) of the Sarbanes-Oxley Act of 2002.

Committee of Sponsoring Organizations Framework
 
14. In the United States, the Committee of Sponsoring Organizations ("COSO") of
the Treadway Commission has published Internal Control – Integrated Framework.
Known as the COSO report, it provides a suitable and available framework for purposes
of management's assessment. For that reason, the performance and reporting
directions in this standard are based on the COSO framework.
 
Other suitable frameworks have been published in other countries and may be developed in the future. Such other suitable frameworks may be used in an audit of internal control over
financial reporting. Although different frameworks may not contain exactly the same
elements as COSO, they should have elements that encompass, in general, all the
themes in COSO. Therefore, the auditor should be able to apply the concepts and
guidance in this standard in a reasonable manner.
 
15. The COSO framework identifies three primary objectives of internal control:
efficiency and effectiveness of operations, financial reporting, and compliance with laws
and regulations. The COSO perspective on internal control over financial reporting
does not ordinarily include the other two objectives of internal control, which are the
effectiveness and efficiency of operations and compliance with laws and regulations.
 
However, the controls that management designs and implements may achieve more
than one objective. Also, operations and compliance with laws and regulations directly
related to the presentation of and required disclosures in financial statements are
encompassed in internal control over financial reporting. Additionally, not all controls
relevant to financial reporting are accounting controls.
 
Accordingly, all controls that could materially affect financial reporting, including controls
that focus primarily on the effectiveness and efficiency of operations or compliance with laws and regulations and also have a material effect on the reliability of financial reporting, are a part of internal
control over financial reporting.
 
More information about the COSO framework is included in the COSO report and in AU sec. 319, Consideration of Internal Control in a Financial Statement Audit. (3) The COSO report also discusses special considerations for internal control over financial reporting for small and medium-sized companies.
 
Inherent Limitations in Internal Control Over Financial Reporting
 
16. Internal control over financial reporting cannot provide absolute assurance of
achieving financial reporting objectives because of its inherent limitations. Internal
control over financial reporting is a process that involves human diligence and
compliance and is subject to lapses in judgment and breakdowns resulting from human
failures.
 
Internal control over financial reporting also can be circumvented by collusion
or improper management override. Because of such limitations, there is a risk that
material misstatements may not be prevented or detected on a timely basis by internal
control over financial reporting. However, these inherent limitations are known features
of the financial reporting process. Therefore, it is possible to design into the process
safeguards to reduce, though not eliminate, this risk.
 
The Concept of Reasonable Assurance
 
17. Management's assessment of the effectiveness of internal control over financial
reporting is expressed at the level of reasonable assurance. The concept of reasonable
assurance is built into the definition of internal control over financial reporting and also is
integral to the auditor's opinion. (4) Reasonable assurance includes the understanding
that there is a remote likelihood that material misstatements will not be prevented or
detected on a timely basis. Although not absolute assurance, reasonable assurance is,
nevertheless, a high level of assurance.
 
(3)The Board adopted the generally accepted auditing standards, as
described in the AICPA Auditing Standards Board's ("ASB") Statement on Auditing
Standards No. 95, Generally Accepted Auditing Standards, as in existence on April 16,
2003, on an initial, transitional basis. The Statements on Auditing Standards
promulgated by the ASB have been codified into the AICPA Professional Standards,
Volume 1, as AU sections 100 through 900. References in this standard to AU sections
refer to those generally accepted auditing standards, as adopted on an interim basis in
PCAOB Rule 3200T.
 
(4) See Final Rule: Management's Reports on Internal Control Over Financial
Reporting and Certification of Disclosure in Exchange Act Periodic Reports, Securities
and Exchange Commission Release No. 33-8238 (June 5, 2003) [68 FR 36636] for
further discussion of reasonable assurance.

 

 

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