SARBANES-OXLEY: Best Practices for Private and Nonprofit Health Care Entities
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1 SARBANES-OXLEY: Best Practices for Private and Nonprofit Health Care Entities Richard Kusserow, President Strategic Management Systems, Inc. Author of Sarbanes-Oxley: Best Practices for Private and Non-Profit Health Care Entities and Forty-Nine Steps to Sarbanes-Oxley Compliance
2 Issues Sarbanes-Oxley is Intended to Address 1. Unreliable financial data and reports 2. Weak Board financial/accounting oversight 3. Inaccurate and unreliable Auditor services 4. Attorney failure to report wrongdoing 5. Employee inability to report wrongdoing Copyright 2006, Strategic Management Systems, Inc. 2
3 Conflicts of Interest: A Major Theme of the Act Board Members Senior Financial Management Auditors/Accountants Attorneys Copyright 2006, Strategic Management Systems, Inc. 3
4 General Points for Consideration Mandates are only to publicly-traded companies Many standards don t require a lot of time and money SOX compliance parallels USSC & OIG standards Can be melded into existing compliance program No requirement to follow all of the SOX standards Can pick & choose if, what, and when to follow The Act is still undergoing changes and evolving Copyright 2006, Strategic Management Systems, Inc. 4
5 Preparatory Steps for SOX Implementation GAIN EARLY BUY IN AT THE TOP BOARD AND MANAGEMENT RETREAT EDUCATION AND TRAINING PROGRAM FOR BOARD AND SENIOR MANAGEMENT Copyright 2006, Strategic Management Systems, Inc. 5
6 SOX Category of Standards 1. Compliance Governance 2. Board Actions 3. Audit (and Compliance) Committee 4. Auditors and Accountants 5. Management Responsibilities 6. Hotlines and Whistleblowers 7. Attorneys and Legal Counsel Role 8. Disclosure to Outside Authorities 9. Code of Business Ethics Copyright 2006, Strategic Management Systems, Inc. 6
7 1. Compliance Governance Executive Compliance (Governance) Committee Coordinate Empower Provide Oversight Compliance (Governance) Officer Build Implement Manage Evidence Effectiveness Copyright 2006, Strategic Management Systems, Inc. 7
8 2. Board Level Issues PD for Board Members (Directors) Directors Independence Board Conflicts of Interest Standards Director Orientation and Education Copyright 2006, Strategic Management Systems, Inc. 8
9 3. Audit (and Compliance) Committee Duties and Responsibilities Statement Charter/Operating Policies Composition and Meetings Financial Expertise Relationship with Management Auditor and Accountant Oversight Audit and Non-audit Services Pre-approval Audit Follow-up and Resolution Copyright 2006, Strategic Management Systems, Inc. 9
10 4. Auditor and Accountants Auditor Compensation Auditor and Accountant Conflicts of Interest Evaluation of Auditor s Qualifications Services Outside the Scope of Practice Auditor and Accountant Rotation Influencing of Auditors and Accountants Copyright 2006, Strategic Management Systems, Inc. 10
11 5. Management Responsibilities Financial Certification Adequate and Accurate Documentation Conflicts of Interest Reports Identifying Material Weaknesses Report on Financial Internal Controls Financial Certification by CFO/CEO Records Management Copyright 2006, Strategic Management Systems, Inc. 11
12 6. Hotlines and Whistleblowers Hotline Charter/Operating Policy Investigating Whistleblower Complaints Hotline Records Management Duty to Report Policy Investigations of Financial Irregularities Confidentiality/Anonymity Non-Retribution/Non-Retaliation Duty to Report Copyright 2006, Strategic Management Systems, Inc. 12
13 7. Attorneys and Legal Counsel Role Reporting obligations Investigative Role Disclosure Copyright 2006, Strategic Management Systems, Inc. 13
14 8. Disclosure to Outside Authorities Ongoing Auditing and Monitoring Internal Controls Review Disclosure Committee Disclosure Standards Financial Disclosure Copyright 2006, Strategic Management Systems, Inc. 14
15 9. Code of Business Ethics Code Policy Code Content Audit Committee Oversight of Code CEO Cover Letter to the Code Compliance with Laws, Regulations, and Policies Education on Code Copyright 2006, Strategic Management Systems, Inc. 15
16 Questions? Richard Kusserow, President Strategic Management Systems, Inc. (703) Web: Copyright 2006, Strategic Management Systems, Inc. 16
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