上市公司內(nèi)部控制制度的研究-文庫吧資料
2025-04-23 02:43本頁面
【正文】 evidence ofserious .agrancy of the spirit of the Act andof the Act itself. We contend that it is notunreasonable to presume that Congressmeant “signed ” [emphasisadded] knowing that signatures have anattestation quality that is unique and conveyto the reader an intention to be bound orstand by the .This essential quality seems to havebeen ignored by the panies that havefallen into categories two and three.Our ments are based upon ourinspection of annual reports and 10K(annual SEC .ling) reports .led for therespective panies. We are concernedthat categories two and three will beelike a will that has the name of the maker(testator) typed on it but is never signed!It cannot be acted upon.In the case of unsigned under section 302, the door for laterdisclaimers of responsibility is wideopen.The public interest and of investors in the reliability of .nancialreporting will not be well served by suchvariability. Investors will be left doubtfulas to the reliability of such .SOX put measures in place designed toimprove disclosure and reporting andinvestor . In the long run,internal controls and “signed” thereof may be the most important singlestep in increasing reliability.Should the SEC approve the use ofsubstitute signatures (i e printed names)in lieu of real signatures, then we feel thatthe testimony regarding internal controlsbegins to lack authenticity. This will thenleave investors with questions about thesincerity of the , and therebyerode the spirit of the Act.An actual signature is possible, asevidenced by some pany .When such a signature is absent, then themessage being conveyed is weaker. Asigned conveys to the readerwho could not be present at the signingevent that the signer wishes to representthat the internal controls are functioningas .We propose that sections 302 and 404should be reinforced by implementing arequirement that a “signature event” becreated for these . As anexample, management’s oninternal controls could be signed off atthe annual meeting of the pany infront of the gathered stockholders. Somestockholder representatives could witnessthese .The power of witnesses testifying as tothe authenticity of the signatories at such四川長虹電子集團(tuán)有限公司四川長虹電器股份有限公司% Chartered Accountants Journal May 200559I N T E R N AT I O N A LThe first round of internal control as mandated by the SarbanesOxley Act (SOX) in the United States haverecently been .led by listed panies,or were supposed to have been .led.Allegedly 80 panies could not meet the criteria laid down in SOX.The readiness of the SecuritiesExchange Commission and the PublicCompany Oversight Accounting Board(PCAOB) to learn from the experienceof the .rst year of implementation ofsection 404 of the SarbanesOxley Act,by calling for a roundtable and solicitingments, is to be mended ifcontinued of the requirementsof the Act is to be respected.Section 302 of SOX requires theprincipal executive and the principal.nancial to “certify” items.led in each annual report. Subsections1, 4, 5 and 6 refer to the “signing ”and the responsibilities they are chargedwith, as well as requiring them to discl
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