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Dave Richards, CIA, CPA Director, Internal Auditing FirstEnergy Corporation.

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Presentation on theme: "Dave Richards, CIA, CPA Director, Internal Auditing FirstEnergy Corporation."— Presentation transcript:

1 Dave Richards, CIA, CPA Director, Internal Auditing FirstEnergy Corporation

2 Disclosure Controls & Procedures - The Internal Audit Department’s Role The Institute of Internal Auditors Webcast Series on Sarbanes-Oxley Session #1 - January 28, 2003

3 The Webcast Series on Sarbanes-Oxley’s Impact on Internal Auditing January 28 - Disclosure Controls February 18 - Annual Certification of Internal Controls April 1 - Coordination of Internal & External Audit Work April 15 - Looking Ahead to Future Changes Impacting Internal Auditing Tuesdays from 1:00 - 2:30 p.m. EST

4 1:00 - 1:10 Introduction & Overview of Disclosure Controls - Dave Richards 1:10 - 1:20Disclosure Committee - Pat Scipio 1:20 - 1:30The Certification Process - Norman Marks 1:30 - 1:40Internal Auditing’s Role in Disclosure Control Verification - Wayne Moore 1:40 - 1:45Break 1:45 - 2:25Questions & Answers - Panel 2:25 - 2:30Concluding Remarks - Dave Richards Agenda

5 Disclosure Controls ??? “Controls and other procedures of an issuer that are designed to ensure that information required to be disclosed by the issuer in the reports that it files under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission’s (SEC) rules and forms.” Source: SEC Certification Rule

6 Disclosure Controls ??? “Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by an issuer in its Exchange Act reports is -- accumulated and -- communicated to an issuer’s management … as appropriate to allow timely decisions regarding required disclosure.” Source: SEC Certification Rule

7 Certification Requirement (302) Sign-off by CEO & CFO for each annual or quarterly report filed or submitted to the SEC Signing officer has reviewed the report Based on the officer’s knowledge, the report does not contain any untrue statement of a material fact or omit to state a material fact

8 The financial statements and other financial information … fairly present in all material respects the financial condition and results of operations … for the periods presented... Certification Requirement (302)

9 Responsibilities of Signing Officer Regarding Disclosure Controls 1.Establishing and maintaining disclosure controls and procedures 2.Have designed such controls to ensure that material information…is made known to such officers by others within those entities… 3.Have evaluated the effectiveness of the issuer’s disclosure controls & procedures as of a date within 90 days prior to the report 4.Have presented in the report their conclusions about the effectiveness of their disclosure controls

10 5.Signing officers have disclosed to the issuer’s auditors and the audit committee of the board: –All significant deficiencies in the design or operation of internal controls…and have identified for the issuer’s auditors any material weaknesses in internal control –Any fraud, whether or not material, that involves management or other employees who have significant role in the issuer’s internal controls Responsibilities of Signing Officer Regarding Disclosure Controls

11 6.Indicate whether or not there were significant changes in internal controls that could impact internal controls subsequent to date of evaluation Responsibilities of Signing Officer Regarding Disclosure Controls

12 1:00 - 1:10 Introduction & overview of Disclosure Controls - Dave Richards 1:10 - 1:20Disclosure Committee - Pat Scipio 1:20 - 1:30The Certification Process - Norman Marks 1:30 - 1:40Internal Auditing’s Role in Disclosure Control Verification - Wayne Moore 1:40 - 1:45Break 1:45 - 2:25Questions & Answers - Panel 2:25 - 2:30Concluding Remarks - Dave Richards Agenda

13 1:00 - 1:10 Introduction & overview of Disclosure Controls - Dave Richards 1:10 - 1:20Disclosure Committee - Pat Scipio 1:20 - 1:30The Certification Process - Norman Marks 1:30 - 1:40Internal Auditing’s Role in Disclosure Control Verification - Wayne Moore 1:40 - 1:45Break 1:45 - 2:25Questions & Answers - Panel 2:25 - 2:30Concluding Remarks - Dave Richards Agenda

14 1:00 - 1:10 Introduction & overview of Disclosure Controls - Dave Richards 1:10 - 1:20Disclosure Committee - Pat Scipio 1:20 - 1:30The Certification Process - Norman Marks 1:30 - 1:40Internal Auditing’s Role in Disclosure Control Verification - Wayne Moore 1:40 - 1:45Break 1:45 - 2:25Questions & Answers - Panel 2:25 - 2:30Concluding Remarks - Dave Richards Agenda

15 1:00 - 1:10 Introduction & overview of Disclosure Controls - Dave Richards 1:10 - 1:20Disclosure Committee - Pat Scipio 1:20 - 1:30The Certification Process - Norman Marks 1:30 - 1:40Internal Auditing’s Role in Disclosure Control Verification - Wayne Moore 1:40 - 1:45Break 1:45 - 2:25Questions & Answers - Panel 2:25 - 2:30Concluding Remarks - Dave Richards Agenda

16 1:00 - 1:10 Introduction & overview of Disclosure Controls - Dave Richards 1:10 - 1:20Disclosure Committee - Pat Scipio 1:20 - 1:30The Certification Process - Norman Marks 1:30 - 1:40Internal Auditing’s Role in Disclosure Control Verification - Wayne Moore 1:40 - 1:45Break 1:45 - 2:25Questions & Answers - Panel 2:25 - 2:30Concluding Remarks - Dave Richards Agenda

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