SOX Requirements 2385



  • Is there a SOX requirement that states management must review the board meeting minutes? I do believe it is good idea but wasn’t sure if it was a ‘requirement.’ I researched the Act but could not find anything. Your thoughts are welcomed.



  • Hi - I agree with your findings … SOX is focused primarily on management controls for financial systems. However, as we’ve often seen in the forums, there are often things done ‘in the name of SOX’ that may not be applicable with respect to the act itself (e.g., recent employee parking controls thread).
    Companies however can institute any type of controls they wish in a free form manner to support SOX requirements. I agree that it’s always beneficial for management to review the board meeting minutes (and it’s common sense and a best practice to do so). However, the SOX act itself can’t share all the details of how to run a company or even handle all financial aspects (as the focus is on material risks).



  • I review minutes of the meetings as part of my entity-level controls. This is to ensure tha the BOD and committees are performing the tasks that they are required to perform under the SOX rules related to communications, compensation reviews, approvals of stock options / bonuses, etc. While not 404-specific, there are certain things that the BOS are required to do under other sections of SOX.



  • As far as I recall, neither the Sarbanes-Oxley Act itself nor the SEC’s regulgations or PCAOB Auditing Standard No. 2 contain such a requirement. It’s the board of director’s job to supervise management and not the other way around.



  • As far as I recall, neither the Sarbanes-Oxley Act itself nor the SEC’s regulgations or PCAOB Auditing Standard No. 2 contain such a requirement. It’s the board of director’s job to supervise management and not the other way around.
    I agree. However, we want to ensure that we are fully compliant with all of SOX, not just section 404. This is just our way of ensuring that everything is covered.


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