If you're feeling baffled by the Sarbanes-Oxley Act, you're not alone. Attorneys say this 66-page document is complicated, confusing and open to interpretation. Many accounting firms and their corporate clients are still sifting through the provisions and trying to develop an action plan to guide their clients through the compliance requirements in the coming months.
Experts say four major changes should be of immediate concern to public companies:
- CEO/CFO certification. Effective August 29, 2002, the chief executive officers and chief financial officers of all companies that are required to file periodic reports with the Securities and Exchange Commission (SEC) must personally certify that their quarterly and annual reports are both accurate and complete. The SEC issued a proposed rule that would cover this requirement.
- Loans to directors and officers. SEC registrants are prohibited from making many types of personal loans to their directors and executive officers. This ban was effective on enactment of the law. Loans made prior to that date were grandfathered, but these loans cannot be modified or renewed. It is not yet clear whether the ban applies to employee benefits that can be construed as loans, (e.g., broker-assisted loans used when executives exercise stock options). The SEC is expected to clarify the requirements in the coming weeks.
- Insider trading reports. Effective August 29, 2002, corporate insiders (directors, executive officers, and greater-than-10 percent beneficial owners) of U.S. public companies must file reports of transactions in the companies' securities by the second day after the execution of the transaction. The SEC issued supplemental information that clarifies this requirement.
- Whistle-blower protection. Effective on enactment, employees who provide information regarding conduct that the employee reasonably believes violates U.S. securities or anti-fraud laws are protected from retaliatory actions, including termination of employment. Companies may want to review their personnel policies to see if they need to be revised in light of the new law.
Other provisions are scheduled to become effective within 180 days or 270 days at the latest.