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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

18. Just as there are inherent limitations on the assurance that effective internal
control over financial reporting can provide, as discussed in paragraph 16, there are
limitations on the amount of assurance the auditor can obtain as a result of performing
his or her audit of internal control over financial reporting. Limitations arise because an
audit is conducted on a test basis and requires the exercise of professional judgment.
 
Nevertheless, the audit of internal control over financial reporting includes obtaining an
understanding of internal control over financial reporting, testing and evaluating the
design and operating effectiveness of internal control over financial reporting, and
performing such other procedures as the auditor considers necessary to obtain
reasonable assurance about whether internal control over financial reporting is effective.
 
19. There is no difference in the level of work performed or assurance obtained by
the auditor when expressing an opinion on management's assessment of effectiveness
or when expressing an opinion directly on the effectiveness of internal control over
financial reporting. In either case, the auditor must obtain sufficient evidence to provide
a reasonable basis for his or her opinion and the use and evaluation of management's
assessment is inherent in expressing either opinion.
 
Note: The auditor's report on internal control over financial reporting does not
relieve management of its responsibility for assuring users of its financial reports
about the effectiveness of internal control over financial reporting.
Management's Responsibilities in an Audit of Internal Control
Over Financial Reporting
 
20. For the auditor to satisfactorily complete an audit of internal control over financial
reporting, management must do the following: (5)
 
a. Accept responsibility for the effectiveness of the company's internal control
over financial reporting;
 
b. Evaluate the effectiveness of the company's internal control over financial
reporting using suitable control criteria;
 
c. Support its evaluation with sufficient evidence, including documentation;
and
 
d. Present a written assessment of the effectiveness of the company's
internal control over financial reporting as of the end of the company's
most recent fiscal year.
 
21. If the auditor concludes that management has not fulfilled the responsibilities
enumerated in the preceding paragraph, the auditor should communicate, in writing, to
management and the audit committee that the audit of internal control over financial
reporting cannot be satisfactorily completed and that he or she is required to disclaim an
opinion. Paragraphs 40 through 46 provide information for the auditor about evaluating
management's process for assessing internal control over financial reporting.
 
(5) Management is required to fulfill these responsibilities. See Items 308(a)
and (c) of Regulation S-B and S-K, 17 C.F.R. 228.308 (a) and (c) and 229.308 (a) and
(c), respectively.

 

 

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