Executive Roadmap to Fraud Prevention and Internal Control: Creating a Culture of Compliance, 2nd Edition

CHAPTER 3

The Path to Greater Corporate Compliance, Accountability, and Ethical Conduct

COSO to Sarbanes-Oxley

EXECUTIVE SUMMARY

The path to greater corporate compliance, accountability, and ethical conduct has been evolving and improving over the last 25 years. It began in 1985 with the Committee of Sponsoring Organizations (COSO) and a framework of compliance, continued in 1991 with the Federal Sentencing Guidelines for Organizations, and then exploded into corporate suites and boardrooms with the enactment of the Sarbanes-Oxley Act of 2002. The enhancement of corporate compliance and ethics programs continues today. Transparency and accountability became keywords for corporate governance, government oversight, and investor protection. If corporate executives could not be trusted to protect employees and shareholders, then government would step in. New laws and compliance requirements resulted from the many corporate scandals, and although some are onerous to businesses, they are the result of fraudulent conduct of the highest magnitude and impact.

WHAT IS CORPORATE GOVERNANCE?

Corporate governance is a system of checks and balances between management and all other connected parties with the aim of producing an effective, efficient, and law-abiding corporation. It is how a company defines itself to its shareholders, employees, partners, customers, government regulators, and others in terms of compliance and accountability. Corporate governance involves all aspects of a company's ...