Sarbanes-Oxley Internal Controls

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1 Sarbanes-Oxley Internal Controls Effective Auditing with AS5, CobiT, and ITIL ROBERT R. MOELLER John Wiley & Sons, Inc.

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3 Sarbanes-Oxley Internal Controls

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5 Sarbanes-Oxley Internal Controls Effective Auditing with AS5, CobiT, and ITIL ROBERT R. MOELLER John Wiley & Sons, Inc.

6 This book is printed on acid-free paper. Copyright c 2008 by John Wiley & Sons, Inc.All rights reserved. Published by John Wiley & Sons, Inc., Hoboken, New Jersey. Published simultaneously in Canada. No part of this publication may be reproduced, stored in a retrieval system, or transmitted in any form or by any means, electronic, mechanical, photocopying, recording, scanning, or otherwise, except as permitted under Section 107 or 108 of the 1976 United States Copyright Act, without either the prior written permission of the Publisher, or authorization through payment of the appropriate per-copy fee to the Copyright Clearance Center, Inc., 222 Rosewood Drive, Danvers, MA 01923, , fax , or on the Web at Requests to the Publisher for permission should be addressed to the Permissions Department, John Wiley & Sons, Inc., 111 River Street, Hoboken, NJ 07030, , fax , or online at Limit of Liability/Disclaimer of Warranty: While the publisher and author have used their best efforts in preparing this book, they make no representations or warranties with respect to the accuracy or completeness of the contents of this book and specifically disclaim any implied warranties of merchantability or fitness for a particular purpose. No warranty may be created or extended by sales representatives or written sales materials. The advice and strategies contained herein may not be suitable for your situation. You should consult with a professional where appropriate. Neither the publisher nor author shall be liable for any loss of profit or any other commercial damages, including but not limited to special, incidental, consequential, or other damages. For general information on our other products and services or for technical support, please contact our Customer Care Department within the United States at , outside the United States at or fax Wiley also publishes its books in a variety of electronic formats. Some content that appears in print may not be available in electronic books. For more information about Wiley products, visit our Web site at Library of Congress Cataloging-in-Publication Data: Moeller, Robert R. Sarbanes-Oxley internal controls : effective auditing with AS5, CobiT and ITIL / Robert R. Moeller. p. cm. Includes index. ISBN (cloth : acid-free paper) 1. Corporations Auditing Law and legislation United States. 2. Auditing, Internal Law and legislation United States. 3. Corporate governance Law and legislation United States. 4. United States. Sarbanes-Oxley Act of I. Title. KF1446.M dc Printed in the United States of America

7 Dedicated to my best friend and wife, Lois Moeller. Lois is my companion and partner whether we are on our Lake Michigan sailboat, skiing in Utah, traveling to all sorts of interesting places in the world, gardening in the backyard and cooking the results, or doing all sorts of home projects.

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9 Contents Preface xi CHAPTER 1 Introduction: Sarbanes-Oxley and Establishing Effective Internal Controls 1 Changes Since SOx Was First Introduced 3 Converging Trends: ITIL, CobiT, and Others 7 CHAPTER 2 Sarbanes-Oxley Act Today: Changing Perspectives 13 Sarbanes-Oxley Act: Key Elements 14 Impact of the Sarbanes-Oxley Act 51 CHAPTER 3 AS5 Standards for Auditing Internal Controls 53 AS5 Objectives 54 Reviewing Section 404 Internal Controls Under AS5: Introduction 57 Planning the SOx AS5 Audit 59 AS5 s Top-Down Approach 66 Testing Internal Controls 72 Evaluating Identified Audit Deficiencies 75 Wrapping Up the AS5 Audit 76 Reporting on AS5 Audit Internal Controls 78 Improving Internal Controls Using AS5 Guidance 79 Going Forward: Potential Risks and Rewards 80 CHAPTER 4 Establishing Internal Controls Through COSO 83 Importance of Effective Internal Controls 84 Internal Control Standards: Background 86 vii

10 viii CONTENTS Events Leading to the Treadway Commission 90 COSO Internal Control Framework 94 Other Dimensions of the COSO Internal Control Framework 116 CHAPTER 5 Using CobiT Framework to Improve SOx Controls and Governance 119 CobiT Framework 122 Using CobiT to Assess Internal Controls 127 CobiT and Sarbanes-Oxley 141 CHAPTER 6 Performing Section 404 Reviews Under AS5: An Ongoing Process 149 SOx Section 404 Assessments of Internal Controls Today 150 SOx Section 404 Requirements 152 Section 404 Filing Rules: Changing Deadlines for Eligibility 168 Gaps and Compliance Committees Under Today s SOx Rules 173 Documenting Internal Controls Going Forward 178 Control Objectives and Risks Under Section CHAPTER 7 Other SOx Requirements: Sections 302, 409, and Others 183 Other Important SOx Compliance Rules 184 Section 302: Management s Financial Report Responsibilities 184 Section 401: Off Balance Sheet Disclosures 188 Section 409: Disclosures on Financial Conditions and Operations 190 Section 802: Penalties for Altering Documents 192 Section 806: Whistleblower Provisions 193 Keeping SOx Rules in Focus 201 CHAPTER 8 Using ITIL to Align IT with Business Processes 203 Importance of the Information Technology Infrastructure 204 ITIL Framework 206 ITIL Service Delivery Best Practices 208 ITIL Service Support Best Practices 221 Security Management 237 Linking ITIL with CobiT and SOx Internal Controls 239

11 Contents ix CHAPTER 9 Importance of Enterprise Risk Management 241 Importance of Risk Management 243 COSO ERM Framework 247 Other Dimensions of the COSO ERM Framework 270 Putting It All Together 280 Auditing COSO ERM Processes 281 COSO ERM in Perspective 282 CHAPTER 10 International Standards: ISO, Quality Auditing, and SOx 285 Importance of ISO Standards in Today s Global World 286 ISO Standards Overview 289 Quality Audit Process 301 IFAC International Accounting Standards 310 CHAPTER 11 Internal Audit in a Sarbanes-Oxley Environment 315 Profession of Internal Auditing 316 Internal Audit Professional Standards 322 CBOK: Internal Audit s Common Body of Knowledge 341 CHAPTER 12 Importance of Effective Corporate Governance 351 Reporting Whistleblower Incidents: Establishing a Hotline Facility 352 Building an Enterprise-Wide Ethical Culture 356 Chief Compliance Officer Roles and Responsibilities 361 Board of Directors and the Audit Committee 364 Assessing SOx Internal Controls 366 Index 369

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13 Preface The passage of the Sarbanes-Oxley Act (SOx) in 2002 almost seems like distant history today. That legislation became effective after a series of accounting scandals led to the failure of several then major corporations, such as Enron and WorldCom, the conviction and imprisonment of multiple key executives, and the failure of the major public accounting firm, Arthur Andersen. With a time-based registration schedule to become SOx compliant, enterprises worldwide have struggled to change their processes to become compliant with all aspects of these new SOx procedures, and there certainly have been many bumps on that road along the way. Perhaps the largest impediment to SOx compliance was that many enterprises initially struggled with the new internal control documentation requirements and the auditing standards rules published by the newly established Public Company Accounting Oversight Board (PCAOB) regulator. Enterprise management and their internal auditors often did not have consistent and well-recognized approaches for reviewing and understanding internal accounting controls and for complying with their external auditor s attest requirements. As SOx compliance was being rolled out to a wider group of enterprises both at smaller entities in the United States and others worldwide, there has been a recognized need for some changes surrounding SOx compliance. The overall objective of this book is to describe and discuss some of the changes to SOx-related rules and supporting procedures since the legislation became U.S. law in Although there have not been any formal revisions to the basic SOx legislation at present, complying with SOx means following the rules established by the PCAOB and the SEC. A major objective of this book is to take another look at the more important aspects of SOx and to consider some of the changes and evolving standards that may make compliance easier for auditors and enterprise management. This book will highlight some of the important or evolving new changes or frameworks that will make compliance with SOx less difficult for all enterprises, whether a domestic or a non-u.s. registrant. Thesesame changes xi

14 xii PREFACE are more control risk based and applicable to all enterprises, despite their relative size. This text will look at the current status of SOx from the perspectives of internal audit, IT, and enterprise management: Chapter 1, Introduction: Sarbanes-Oxley and Establishing Effective Internal Controls. We set the stage for the background and objectives of this book. Chapter 2, Sarbanes-Oxley Act Today: Changing Perspectives. While the basic SOx legislation has never changed, the SEC and PCAOB rules surrounding it have changed, and the emphases on some aspects of SOx have been mixed. This chapter will provide a high-level overview of the Act, emphasizing areas where compliance practices are changing, such as for Section 404 internal control reviews. In other instances, the legislation remains on the books, and there has been minimal attention given to some rules. For example, many predicted considerable activity surrounding the whistleblower rules in SOx. That just has not happened, and we will review the current status of these rules. In general, this chapter will look at the rules and caution signs that are important in SOx today for all levels of management as well as for internal audit. The chapter will focus on areas that an internal auditor should consider when reviewing the adequacy of SOx-related internal control procedures in place. Chapter 3, AS5 Standards for Auditing Internal Controls. This chapter will provide an overview of PCAOB auditing standards, with an emphasis on the newly issued and very important AS5 on auditing internal controls. These risk-based standards primarily apply to the manner in which external auditors perform their reviews, and each of the major public accounting firms has developed its own standards and interpretations of AS5 rules. This chapter will not attempt to critique public accounting audit procedures, but will outline the key elements of these standards that are important for managers and internal auditors in an enterprise. Chapter 4, Establishing Internal Controls Through COSO. TheCOSO framework for organizing and understanding internal controls in all aspects of an enterprise has become the de facto standard in the United States as well as, to a growing extent, worldwide. While the COSO internal control framework has been available for many years, this chapter will look at COSO from the perspective of establishing effective internal controls in a SOx environment, and will also include guidance to help review the adequacy of COSO internal controls. Chapter 5, Using CobiT Framework to Improve SOx Controls and Governance. As introduced in previous chapters, the CobiT framework

15 Preface xiii is a useful tool for organizing and assessing both business and IT internal control processes. This chapter will provide a fairly detailed overview of the most recent version 4.1 release of CobiT and outline approaches for using CobiT to better manage internal controls under SOx. This chapter will also link CobiT with the ITIL framework introduced in Chapter 8. Although CobiT was originally developed just for IT auditors, the chapter will focus on CobiT as a tool and standard for establishing Enterprise-wide SOx compliance. Chapter 6, Performing Section 404 Reviews Under AS5: An Ongoing Process. Most larger, U.S.-based enterprises have now gone through several annual cycles of Section 404 reviews, with varying levels of frustration and pain. This chapter will discuss how to establish self-assessment processes and internal control improvement programs to help provide more value in SOx Section 404 processes. For the smaller-capitalization enterprises that are just beginning to become SOx compliant, this chapter will look at the risk-based changes to these rules to lessen burdens. For registrant enterprises, Section 404 rules can be tedious, but SEC and PCAOB changes have made this process less onerous. The goal should be to try to achieve process improvements through this SOx compliance work. Chapter 7, Other SOx Requirements: Sections 302, 409, and Others. Many business managers think of SOx only in terms of its Section 404 internal control requirements. This chapter discusses several other areas of SOx that are important to both managers and auditors today, with an emphasis on Section 302, where management is responsible for signing off on reported results, as well as a series of requirements for audit committees. In addition, we will consider the implications of Section 409R that are pushing management to move to almost real-time reporting of financial results the continuous close. We are not there yet, but the requirement may soon have major implications for financial and IT managers and their processes. Chapter 8, Using ITIL to Align IT with Business Processes. The introductory paragraphs of this chapter talk about the growing recognition and importance of the ITIL set of best practices. This chapter will provide a complete overview of the ITIL service support and service delivery frameworks. The emphasis will be on the newly released version 3 of ITIL and how these best practice guidelines can be tied to CobiT when establishing effective SOx internal control processes. In particular, we will consider how compliance with ITIL best practices can change control processes and how these can be better built into improved management and internal audit processes.