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Several years ago I was helping firms prepare for their first SOX (Sarbanes-Oxley) compliance audits. Following is one of the experiences I had training corporate executives, staff and even auditors about the benefit of selling change...

I walked into the Chief Information Officer's office, not k

When the CISO asks to speak to you with that look on his face, you know the news isn't good. We were contacted by one of our third-party vendors, whom we had hired to do analysis on our website traffic. It appears that we have been passing sensitive information to them over the Internet. This sensitive information included data, such as customer names, addresses and credit card information. Because we are a public company, there are many regulatory guidelines that we have to follow like Sarbanes-Oxley (SOX) and the Payment Card Industry's (PCI) data security standard. Fortunately for us, our vendor has retained a copy of everything that we have sent to them. Unfortunately for us, it was six months of information totaling over a terabyte. Since our website is international, the legal department needed to obtain outside council to assist us in this matter. It will be a few days until I receive the data from the vendor.

The U.S. Supreme Court Monday accepted an appeal by several groups that brought a constitutional challenge to the Public Company Accounting Oversight Board created by 2002 changes in federal accounting laws. The free-enterprise groups and a Nevada accounting firm sued to stop the Securities and Exchange Commission from naming members of the accounting board, set up by Congress to oversee public-company accountants. "In creating the board, Congress deliberately sought to test the outer boundaries of its ability to reduce presidential power," the groups said in the appeal. The groups, in their lawsuit, claimed the U.S. Constitution required board members to be appointed by the president or the SEC chairman, rather than the entire commission for the securities agency. The Supreme Court's decision to hear the appeal breathes new life into the case, which didn't get much traction in lower courts. The U.S. Solicitor General's office, in court briefs, had urged the high court to reject the appeal, calling it a "poor vehicle" to resolve the constitutional issues raised by the challengers. "The president's control over the SEC is constitutionally sufficient and the act in turn grants the SEC complete and pervasive control over every aspect of the board's authority," Solicitor General Elena Kagan wrote. A U.S. federal judge dismissed the lawsuit in 2007 and the Washington-based U.S. Federal Circuit Court of Appeals also rejected the challenge in a 2-1 decision last year. The private, nonprofit board is charged with inspecting and disciplining public company accountants. The case is the Free Enterprise Fund vs. the Public Company Accounting Oversight Board, 08-861. Oral arguments will be held in the fall, and a decision is expected by July 2010.

DESPITE SIGNIFICANT IMPROVEMENTS since the U.S. Sarbanes-Oxley Act of 2002 became effective, the continuing cost of compliance with the act's Section 404 requirements remains a concern for board members and management. A periodic operational audit of the Section 404 program can provide valuable information to executive management and the audit committee, and potentially identify areas where significant costsavings can be realized. Whether the Section 404 program is managed by the finance department, internal auditing, or another organization, it's an excellent candidate for this type of review, particularly if the focus remains on program efficiency. Several questions, based on The IIA's publication Sarbanes-Oxley Section 404: A Guide for Management by Internal Control Practitioners, can be used as the basis for the audit. The questions cover issues ranging from ensuring that operating management takes ownership of its processes, to achieving fewer and more effective key controls, to determining whether the external auditor's reliance on management testing has been optimized.