what you didnt know you dont know about compliance mar 29 07a

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  1. 1. What You Didnt KnowYou Dont Know About Compliance And What it Means to You as a Project Manager March 29, 2007 ProjectWorld Toronto Boyd Carter, PMP elegantsolutions.ca Please note that the content of this document is dated as at March 29, 2007.While the concept is valid, the regulations may have been amended since then. The content is best viewed in Slide Show format; the notes are useful.
  2. 2. Agenda
    • Survey Compliance Knowledge and Risk
    • What you know you dont know about compliance
    • What you didnt know you dont know about compliance
    • What it means to you as a project manager
    • Resources for the Project Manager
      • Description of must have resource documents
      • Links to the best online resources
      • Link to a copy of the presentation
    Copyright 2006 elegantsolutions.cawww.elegantsolutions.ca (Permission is granted to use unchanged.elegantsolutions.ca)
  3. 3. Survey Compliance Knowledge and Risk
    • If you were being interviewed to lead a compliance project tomorrow, do you think you could demonstrate enough knowledge to be selected to lead the project?
      • Vote with a show of hands
    • Based on the answer you gave above, would the impact on your career be positive or negative?
      • Vote POSITIVE with a show of hands
    • Or Negative?
      • Vote NEGATIVE with a show of hands
    • Or not affect it at all?
      • Vote WOULDNT AFFECT ME with a show of hands
    Copyright 2006 elegantsolutions.cawww.elegantsolutions.ca (Permission is granted to use unchanged.elegantsolutions.ca)
  4. 4. What You Know You Dont Know About Compliance
    • Most people know they dont know:
    • Details of the legislation
    • About Assessments and Attestations
    • What CEO/CFO Certification means
    Copyright 2006 elegantsolutions.cawww.elegantsolutions.ca (Permission is granted to use unchanged.elegantsolutions.ca)
  5. 5. What You Know You Dont Know About Compliance(Cont.)
    • Details of the US Legislation
    • Sarbanes-Oxley Act of 2002 (Public Law 107-204---July 30, 2002, 107 thCongress of the United States of America)
      • Title I Public Company Accounting Oversight Board (PCAOB)
        • Section 102 Registration with the Board (to prepare and/or issue Audit Reports)
        • AS2 (Auditing Standard No. 2)
      • Title II Auditor Independence
      • Title III Corporate Responsibility
        • Section 302 Corporate Responsibility for Financial Reports
      • Title IV Enhanced Financial Disclosures
        • Section 404 Managements assertion of Internal Control over Financial Reporting (ICFR)
      • Titles V XI
        • V Analysts Conflicts of Interest
        • VI Commission Resources and Authority
        • VIII Corporate and Criminal Fraud Accountability
        • IX White-collar Crime Penalty Enhancements
        • X Corporate Tax Returns
        • XI Corporate Fraud and Accountability
    Copyright 2006 elegantsolutions.cawww.elegantsolutions.ca (Permission is granted to use unchanged.elegantsolutions.ca)
  6. 6. What You Know You Dont Know About Compliance(Cont.)
    • Details of the Canadian Legislation
    • Bill 198 An Act to implement budget measures and other initiatives of the Government, 3 rdSession, 37 thLegislature, Ontario, 2002 (and subsequent amendments)
      • Part XXVII Amends the Ontario Securities Act
    • Ontario Securities Commission A Self-funded Crown Corporation and the Regulator of Ontarios Capital Markets: Charter of Corporate Governance ( The OSC administers theSecurities ActOntario andCommodity Futures Act , and is empowered to make legally binding rules.)
    • CSA Canadian Securities Administratorsis the council of Canadas thirteen provincial and territorial securities regulatory authorities (SRAs).
      • NI 52-108 Auditor Oversight
      • MI 52-109 Certification of Disclosure
      • MI 52-110 Audit Committees
      • MI 52-111 Reporting on Internal Control (not implemented)
      • CSA Notice 52-313 Status of MI 52-111 (Decision to not implement) and proposed to amend and restate MI 52-109
      • CSA Notice 52-317 Amended the planned effective date of(now)NI52-109 to be financial years ending on or after June 30, 2008
    Copyright 2006 elegantsolutions.cawww.elegantsolutions.ca (Permission is granted to use unchanged.elegantsolutions.ca)
  7. 7. What You Know You Dont Know About Compliance(Cont.)
    • Whats the Difference between (SOX) Sections 302 and 404
    • SEC. 302 . CORPORATE RESPONSIBILITY FOR FINANCIAL REPORTS.
      • (a) REGULATIONS REQUIRED.The Commission shall, by rule,require,for each company filing periodic reports under section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m, 78o(d)), thatthe principal executiveofficer or officers and theprincipal financial officeror officers, or persons performing similar functions,certify in each annual or quarterly reportfiled or submitted under either such section of such Act
    • SEC. 404 . MANAGEMENT ASSESSMENT OF INTERNAL CONTROLS
      • (a) RULES REQUIRED.The Commission shall prescribe rulesrequiring each annual reportrequired by section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d))to contain an internal control report , which shall
        • (1) state* the responsibility of management forestablishing and maintaining an adequate internal control structure and procedures for financial reporting ; and
        • (2)contain an assessment , as of the end of the most recent fiscal year of the issuer, of theeffectiveness of the internal control structureand procedures of the issuer for financial reporting.
      • (b) INTERNAL CONTROL EVALUATION AND REPORTING.With respect to the internal control assessment required by subsection (a), each registeredpublic accounting firmthat prepares or issues the audit report for the issuershall attest to, and report on, the assessment made by the managementof the issuer. An attestation made under this subsection shall be made in accordance with standards for attestation engagements issued or adopted by the Board. Any such attestation shall not be the subject of a separate engagement.
    Copyright 2006 elegantsolutions.cawww.elegantsolutions.ca (Permission is granted to use unchanged.elegantsolutions.ca)
  8. 8. What You Know You Dont Know About Compliance(Cont.)
    • Whats the Difference betweenAssessments, AssertionsandAttestations
    • SEC. 404 .MANAGEMENT ASSESSMENTOF INTERNAL CONTROLS
      • (a) RULES REQUIRED.The Commission shall prescribe rulesrequiring each annual reportrequired by section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d))to contain an internal control report , which shall
        • (1)state *the responsibility of management forestablishing and maintaining an adequate internal control structure and procedures for financial reporting ; and
        • (2)contain an assessment , as of the end of the most recent fiscal year of the issuer, of theeffectiveness of the internal control structureand procedures of the issuer for financial reporting.
      • (b) INTERNAL CONTROL EVALUATION AND REPORTING.With respect to the internal control assessment required by subsection (a),each registered public accounting firmthat prepares or issues the audit report for the issuershallattest to ,and report on, theassessmentmade by the management of the issuer. An attestation made under this subsection shall be made in accordance with standards for attestation engagements issued or adopted by the Board. Any such attestation shall not be the subject of a separate engagement.
      • * This statement regarding assessment is often referred to as anAssertion
    Copyright 2006 elegantsolutions.cawww.elegantsolutions.ca (Permission is granted to use unchanged.elegantsolutions.ca)
  9. 9.
    • What CEO/CFO Certification means
    • This is what CEO/CFO Certification means to one corporation
    • Key Requirements for a Compliance Framework (SOX 404 or NI 52-109)
    What You Know You Dont Know About Compliance Copyright 2006 elegantsolutions.cawww.elegantsolutions.ca (Permission is granted to use unchanged.elegantsolutions.ca) Control Effectiveness Control Design
  10. 10. What You Didnt Know You Dont Know About Compliance
    • Most people didnt know theyreally d