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l control deficiencies after the passage of the SarbanesOxley Act (SOX). We find that a higher number of meetings of the audit mittee, lesser proportion of ‘financial experts’ in the audit mittee, and more auditor changes characterize firms that report weaknesses in their internal controls pared to firms with no weaknesses. Prior restatements of financial statements are also higher for firms that report weaknesses in internal controls. These results obtain after controlling for a variety of firm characteristics such as plexity of operations, profitability, and growth. Our results underscore the importance of governance characteristics beyond general firm characteristics in examining the reporting of internal control weaknesses. SUMMARY The SarbanesOxley Act enacted significant regulations concerning corporate governance and financial reporting including the reporting of internal control deficiencies. This paper provides an assessment of the role of two key players, namely audit mittees and auditors in the reporting of internal control deficiencies. Both corporate governance and the role of external auditors have received considerable critical attention consequent to reported accounting scandals at several firms. The quality of governance and the external auditors are likely to play important roles in maintaining good internal controls that are critical to the integrity of financial reporting. We examine a sample of firms that reported internal control deficiencies under section 404 of the Sarbanes Oxley Act and assess the characteristics of audit mittees and auditors for these firms. To this end, we pare firms reporting internal control deficiencies with firms of similar size in the same industry that do not report such deficiencies. We find that firms that report internal control weaknesses are characterized by audit mittees that meet more often and have a lesser proportion of directors who qualify as accounting financial experts. Firms reporting weaknesses are also characterized by greater number of auditor changes and prior restatements of financial statements. These results should be of interest to investors, auditors, and regulators who are interested in imposing new governance rules. INTRODUCTION A significant feature of the SarbanesOxley Act (SOX) (US Congress 2020) is section 404 that requires management’s assessment of the pany’s internal controls over financial reporting and an auditor’s opinion on the management’s Implementing section 404 has bee the top focus of audit mittee members and the enormous costs of implementation have invited some criticism (Solomon amp。 Carcello et al., 2020). Prior studies have also examined the broader role of audit mittees with respect to earnings manipulation and restatements (Klein, 2020。 and the role of auditors has been enhanced by requiring them to report on management’s assessment of internal controls. Our results indicate that more active audit mittees are associated with reporting internal control weaknesses. Given that position and not activity is governed by SOX, variation in the latter assumes more importance. This suggests that examining effective governance in the postSOX period likely involves more emphasis on the activity of the mittees than simply their does not mean position is irrelevant, results also indicate that mittees with a smaller proportion of financial experts are more likely to report internal control weaknesses. We view this result as supporting the impor