Protiviti has revised its highly regarded resource guide on Section 404 of the Sarbanes-Oxley Act, which requires management to file an internal control report with its annual report. The fourth edition of Protiviti's popular Section 404 publication has been updated to reflect the following, among other areas:

1. The U.S. Securities and Exchange Commission (hereinafter referred to as the “SEC” or the “Commission”) has created a “large accelerated filer” category and has adopted different deadlines for initial Section 404 compliance for accelerated foreign private issuer filers and non-accelerated U.S. domestic issuer and foreign private issuer filers. In addition, the deadline for initial compliance with Section 404(b) requiring an attestation report has been delayed an additional year for accelerated foreign private issuer filers and non-accelerated U.S. domestic issuer and foreign private issuer filers. The SEC Commissioner also has announced his intention to propose an additional one-year delay for the external auditor’s attestation under Section 404(b) related to smaller companies. Finally, the Commission provided additional time for newly public companies to comply with Section 404.
2. There have been two joint roundtables conducted by the SEC and the Public Company Accounting Oversight Board (PCAOB) on the implementation of the internal control provisions of The Sarbanes-Oxley Act of 2002.
3. The SEC has issued interpretive guidance to management for conducting the assessment process required by Section 404.
4. The PCAOB has issued Auditing Standard No. 5 to incorporate guidance the PCAOB staff released in response to the 2005 roundtable and make the attestation process more cost-effective. This standard replaces the more prescriptive Auditing Standard No. 2.
5. The Committee of Sponsoring Organizations of the Treadway Commission (COSO) has issued further guidance on the use of its Internal Control - Integrated Framework, particularly by smaller companies.

In total, the fourth edition provides responses to 258 questions, including 15 new questions and excluding nine questions from the third edition that were either dated or no longer needed. It also includes substantially revised material for 77 questions included in the third edition.

Download Guide to the Sarbanes-Oxley Act: Internal Control Reporting Requirements - Frequently Asked Questions Regarding Section 404 (Fourth Edition) (PDF, 3 MB) (requires Acrobat Reader; please disable your pop up blocker)