Financial Instruments and Exchange Law Training (JSOX)

From SOX to J-SOX: Lessons Learned from the

Implementation of Sarbanes Oxley Act
5 days

Objectives:

The seminar has been designed to provide with the knowledge and skills
needed to understand and support J-SOX and Sarbanes Oxley
compliance.

Target Audience:

This course is recommended for all managers and professionals who
need to understand and speak the specialized language of compliance,
which must become the common language throughout their
organization.
This course is highly recommended for:
Directors, Managers and Professionals
Risk and Compliance Officers
IT and Security Process Owners
Network, System and Security Administrators
IT Auditors
IT, Security and Management Consultants

Duration:

3 Days, 09:00 to 17:00 each day

Course Synopsis:

_ The Sarbanes Oxley Act
The Need
US federal legislation: Financial reporting or corporate
overnance?
The Sarbanes-Oxley Act of 2002: Key Sections
SEC, EDGAR, PCAOB, SAG
The Act and its interpretation by SEC and PCAOB
PCAOB Auditing Standards: What we need to know

Management's Testing
Management's Documentation
Reports used to Validate SOX Compliant IT Infrastructure
Documentation Issues
Sections 302, 404, 906 and the three certifications
Sections 302, 404, 906: Examples and case studies
Management's Responsibilities
Committees and Teams
Project Team – Section 404: Reports to Steering Committee
Steering Committee – Section 404: Reports to Certifying
Officers and cooperates with Disclosure Committee
Disclosure Committee: Reports to Certifying Officers and
cooperates with Audit Committee
Certifying Officers and Audit Committee: Report to the Board
of Directors
Control Deficiency
Deficiency in Design
Deficiency in Operation
Significant Deficiency
Material Weakness
Is it a Deficiency, or a Material Weakness?
Reporting Weaknesses and Deficiencies
Examples
Case Studies
Public Disclosure Requirements
Real Time Disclosures on a rapid and current basis?
Whistleblower protection
Rulemaking process
Companies Affected
International companies
Foreign Private Issuers (FPIs)
Employees Affected
_+ The J-SOX: Financial Instruments and Exchange Law
The Need
Key Sections
The interpretations
From the Securities Act and Securities Exchange Act to
Sarbanes Oxley in the United States
From the Securities and Exchange Law to the Financial
Instruments and Exchange Law in Japan

Similarities and Differences between SOX and J-SOX
Lessons learned from the implementation of Sarbanes Oxley in
the USA
Lessons learned from the implementation of Sarbanes Oxley in
the world
_+ Internal Controls Framework in the USA - COSO
The Internal Control — Integrated Framework by the COSO
committee
Using the COSO framework effectively
The Control Environment
Risk Assessment
Control Activities
Information and Communication
Monitoring
Effectiveness and Efficiency of Operations
Reliability of Financial Reporting
Compliance with applicable laws and regulations
IT Controls
IT Controls and Sarbanes Oxley Act Relevance
Program Development and Program Change
Deterrent, Preventive, Detective, Corrective, Recovery,
Compensating, Monitoring and Disclosure Controls
Layers of overlapping controls

Internal Controls Framework in Japan

COSO and J-SOX
Differences in the compliance frameworks between Japan and
the USA
The “Evaluation and Auditing Standards for Internal Control for
Financial Reports” (December 2005)
Four high level objectives:
(1) effectiveness and efficiency of operations
(2) reliabile financial reports
(3) compliance with laws and regulations
(4) preservation of assets
Six areas:
(1) control environment
(2) risk assessment
(3) control activities
(4) information and communication
85
(5) monitoring
(6) IT support
Differences in the compliance frameworks between Japan and
the USA

Compliance Challenges

Scope of Sarbanes Oxley Project
Discussing the scope with the external auditors
Assumptions
In or out of scope?
Is it relevant to Sarbanes Oxley?
Using SOX as an excuse
Computer Forensics Investigation?
Business Intelligence?
Business Continuity and Disaster Recovery?

Third-party service providers and vendors

Redefining outsourcing
Outsourcing services and Sarbanes Oxley compliance
The new definition of outsourcing
Outsourcing after Sarbanes Oxley
Offshore outsourcing is also redefined
Key risks of outsourcing
What is needed from vendors and service providers
SAS 70
Type I, II reports
Advantages of SAS 70 Type II
Disadvantages of SAS 70 Type II
Working with vendors and service providers
Sarbanes Oxley and other compliance projects
_+ From SOX to J-SOX
Multinational Enterprises (MNEs) and Compliance
Common elements and differences of compliance projects
New standards and Due Diligence challenges
Internal and External auditors, SOX and J-SOX
The board of Directors, SOX and J-SOX
From Sarbanes Oxley to J-SOX

Course Title

The Financial Instruments and Exchange Law (Japanese

Sarbanes-Oxley, J-SOX) and the Board of Directors
Half day

Objectives:

This course has been designed to provide board members and executive
management with the knowledge and skills needed to understand J-SOX

Target Audience:

This course is intended for potential, new and sitting directors and
executive management. It is highly recommended for management
consultants.

Duration:

4 Hours. It can be tailored to your needs.

Course Description

Lessons learned from the implementation of Sarbanes Oxley in the
USA
Lessons learned from the implementation of Sarbanes Oxley in the
world
From Sarbanes Oxley to J-SOX
Similarities and Differences between SOX and J-SOX
The six areas of compliance:
(1) control environment
(2) risk assessment
(3) control activities
(4) information and communication
(5) monitoring
(6) IT support
Differences in the compliance frameworks between Japan and the
USA
Multinational Enterprises (MNEs) and Compliance

Course Title

Sarbanes Oxley / Basel ii Sales Training:

A new market for vendors, suppliers and service providers
1-5 Days. This seminar will be tailored to your needs

Objectives:

Participants will develop the ability to understand the challenges
executive managers face. They will be able to speak their customers'
language, and this has the potential for immediate impact. Sales and
marketing managers can apply the skills and knowledge gained in the
program immediately.

Target Audience:

Marketing, sales and presales directors, managers and
professionals.
New and experienced pre or post sales people working for IT
suppliers and service providers.

Duration:

1-5 Days, 09:00 to 17:00 each day. This seminar will be tailored to your
needs

During the course we will cover:

Position your company's value in terms of solutions to issues that
C-level executives face
IT Controls and Sarbanes Oxley / Basel ii Relevance
Business Continuity and Disaster Recovery
Documentation Issues
Compliance and Monitoring
Records Retention
Disclosure
Continuous Compliance
Opportunities for deals
Gain immediate credibility with C-level Executives
Identify C-level Executives' critical needs
Outsourcing services and Sarbanes Oxley / Basel ii compliance
88

The Financial Services Action Plan (FSAP)

A single market. A harmonized market in banking, investment,
insurance, derivatives, commodities. This is a top priority for the

European Union.

The Financial Services Action Plan (FSAP), launched in 1999 and almost
completed by 2004, is a huge and ambitious project.
There are 42 original measures in the FSAP. Some are non-legislative, a
few are regulations, and there are almost 30 directives. Over 20 of the
original measures are likely to affect the financial sector.
The most important measures are:

1. The Capital Requirements Directive

DIRECTIVE 2006/48/EC OF THE EUROPEAN PARLIAMENT
AND OF THE COUNCIL of 14 June 2006 relating to the taking up and
pursuit of the business of credit institutions (recast)
DIRECTIVE 2006/49/EC OF THE EUROPEAN PARLIAMENT
AND OF THE COUNCIL of 14 June 2006 on the capital adequacy of
investment firms and credit institutions (recast)
The Capital Requirements Directive (CRD) is the common framework
for the implementation of Basel ii in EU.
Capital Requirements Directive Training
Courses designed to provide with the knowledge and skills for the
implementation of Basel ii in the European Union
www.capital-requirements-directive-training.com

2. The 8th Company Law Directive

DIRECTIVE 2006/43/EC OF THE EUROPEAN PARLIAMENT
AND OF THE COUNCIL of 17 May 2006 on statutory audits of annual
accounts and consolidated accounts
The 8th Company Law Directive is similar to the US Sarbanes Oxley Act.
This directive is called the European Sarbanes Oxley. In fact, there are
similarities and differences.
8th Company Law Training
Even when the 8th Company Law Directive of the European Union and
the Sarbanes-Oxley Act of the USA look similar, they are different.
www.8th-company-law-training.com

Course Title

The European Union’s Sarbanes-Oxley Act (E-SOX)
The 8th Company Law, the Market Abuse and the
Transparency Directives:
Implementation and Compliance Training
2 days

Overview:

After the passage of the US Sarbanes-Oxley Act in 2002, US and non-US
companies listed in a US stock exchange have the difficult task to
comply with the Sarbanes-Oxley Act.
After the passage of the European Union’s 8th Company Law Directive
on Statutory Audit (Directive 2006/43/EC), European and non-
European companies listed in any country of the EU have to comply
with the 8th company law directive.
EU Member States must comply with this Directive before 29 June 2008.
The 8th directive is considered the European post Sarbanes-Oxley
regulatory retaliation. And, like in the US SOX, there are extremely
important extraterritorial consequences. The Offshore Financial Centers
90
(OFCs) for example must immediately enact legislation to prove that
they have an “equivalent level of regulation”, to protect their auditors
that audit offshore companies with EU listings from being subject to a
tough European oversight regime. Otherwise, auditors and audit firms
from ‘third countries’ have to be registered in the EU and to be subject
to oversight, quality assurance and sanctions.
Companies listed in EU are directly affected. From the changes in the
audit committee and the role of the board of directors to the new internal
controls requirements, professionals in EU listed companies will face the
same or similar challenges with their American colleagues that have to
comply with the US SOX. The European SOX (E-SOX) and the
Japanese SOX (J-SOX) definitely create a new flat world in the financial
markets.

Objectives:

The seminar has been designed to provide with the knowledge and skills
needed to understand and support compliance with the above important
directives of the European Union’s Financial Services Action Plan.

Target Audience:

This course is intended for audit committees and boards of directors,
senior managers and executives, internal and external auditors and
management consultants.
The course is highly recommended to managers and professionals from:
Internal Audit
Internal Controls
Compliance
Operations
Risk
IT
Legal

Duration:

2 Days, 09:00 to 17:00

Course Synopsis:

Introduction

From the Sarbanes Oxley Act of 2002 to the European Union’s
equivalent regulatory vehicles
Restoring investor confidence in the EU
The European Unions Financial Services Action Plan (FSAP)
From the Eighth Directive of 1984 (Directive 84/253/EEC)to the
8th Company Law Directive on Statutory Audit (Directive
2006/43/EC)
From the Consolidated Admissions and Reporting Directive
(CARD) to the Transparency Directive (Directive 2004/109/EC)
From the Insider Dealing Directive (Directive 1989/592/EEC) to
the Market Abuse Directive (Directive 2003/6/EC)

The 8th Company Law Directive on Statutory Audit

The Directive

New Definitions
Approval, continuing education and mutual recognition of
statutory auditors and audit firms
Registration of statutory auditors and audit firms
Professional ethics, independence and objectivity
Confidentiality and professional secrecy
Auditing standards
Statutory audits of consolidated accounts
Audit reporting
Quality assurance systems
Auditors' liability
Public oversight and regulatory arrangements between member
states
Mutual recognition and designation of competent authorities
Application to non-listed public-interest entities
The Audit Committee
Similarities and differences with the US Sarbanes-Oxley Act

The 8th Company Law Directive and Corporate Governance

The impact on corporate governance
The role of the board of directors and executive management
Internal controls and external auditors

The 8th Company Law Directive: Committees and Interpretations

From the US Public Company Accounting Oversight Board
(PCAOB) to the European Group of Auditors’ Oversight Bodies
(EGAOB)
The three new bodies established in the EU
The Audit Regulatory Committee (AuRC)
The European Group of Auditors’ Oversight Bodies (EGAOB)
The European Forum on Auditors’ Liability

The 8th Company Law Directive and the World

Approval of auditors from third countries
Registration and oversight of third-country auditors and audit
entities
The 8th Company Law Directive and the European Union (EU)
Requirements applicable to the auditors of companies
incorporated outside of the European Union (EU)
The 8th Company Law Directive and countries outside the
European Economic Area
The importance of Articles 45 and 46
The 8th Company Law Directive and the Offshore Financial
Centers (OFCs)
The 8th Company Law Directive and the USA
The “post-Sarbanes-Oxley regulatory retaliation” opinion and the
EU Financial Services Action Plan (FSAP)
Derogation in the case of equivalence
Cooperation with competent authorities from third countries

The Transparency Directive

The harmonization of transparency requirements with regard to
information about issuers whose securities are admitting to
trading on a regulated market
Annual financial reports
Half-Yearly financial reports
Transparency and information for holders of securities
Important disclosures
Major Holdings
Third countries
International Accounting Standards

The Market Abuse Directive

Insider dealing
Market manipulation
Competent authorities with “investigatory powers”
How the directive is implemented under the Lamfalussy process

Interaction between these directives and other regulatory initiatives

The three directive and the Financial Services Action Plan
How to comply with both the 8th Company Law Directive and the
Sarbanes Oxley Act
The 8th Company Law Directive and the Financial Conglomerates
Directive
The 8th Company Law Directive and the Savings Tax Directive
Compliance in the post-Parmalat EU and the post-Enron USA

Unless otherwise stated, the content of this page is licensed under Creative Commons Attribution-ShareAlike 3.0 License