Last month, more than 300 CFOs, controllers and other accounting professionals registered for our third in a series of webinars that Two Step Software presented this year on FAS 123R best practices. This one was called “FAS 123R Best Practices for Rock Solid Year-End Reporting: How to Prepare for Your Upcoming Equity Compensation Audit Before It's Too Late.” (You can download a recorded version of the presentation or the related white papers and checklists.)
The “hot topic” for this webinar was the new accounting standards104-111, effective for fiscal years ending Dec. 31, 2007, that one of our panelists, Daniel DeVasto, the CEO of Wolf & Company, P.C., referred to as some of the most far reaching changes in auditing standards in 25 years. I had originally heard Dan refer to these changes as the “cascading effects of SOX” since they require non-public companies to assess their financial statement risks and controls in similar fashion to the requirements under SOX Section 404.
This topic was particularly interesting to our audience since these new standards uniquely apply to the equity compensation accounts because they are considered “non-routine” significant accounts and non-routine accounts are areas that have “significant risks” associated with them. Since these types of accounts may have a greater risk of material misstatements, they require greater controls and may be subject to additional scrutiny by auditors.
Dan’s presentation described non-routine transactions as those that involve:
- Management intervention to specify accounting policies;
- Manual intervention for data collection and processing;
- Complex accounting principles or calculations; or
- Estimates, especially those requiring assumptions about future events.
Clearly, stock option tracking, valuation under FAS 123R, and equity compensation amortization fit well within this category.
An auditor’s assessment of whether a company has appropriate levels of internal control over their financial statements will be based in most cases on the standard COSO framework:
- Control environment
- Risk assessment by entity
- Information and communication systems
- Control activities
- Monitoring
Whether it’s because of SOX 404 or the new SAS 104-111 requirements, all companies with stock option plans or similar equity based awards will need to take a careful look at their equity compensation practices and evaluate the areas of risk and the types of controls that are appropriate. Starting this year, privately-held companies with audited financial statements can no longer escape the internal controls requirements that previously only affected publicly held companies subject to SOX.
You can link to the recording, slides and materials here.