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Sarbanes-Oxley 404 ISACA Luncheon Session April 20, 2005 © 2004 KPMG LLP, the U.S. member firm of KPMG International, a Swiss cooperative. All rights reserved. Printed in the U.S.A. 1 Introduction Patrick Gunderman – KPMG Director/Sr Mngr with Risk Advisory Practice. 15 years experience working with internal controls Working on SOX 404 for over two years © 2004 KPMG LLP, the U.S. member firm of KPMG International, a Swiss cooperative. All rights reserved. Printed in the U.S.A. 2 Current Events Update The April Round Table has occurred. New guidance has been promised from the PCAOB by Mid-May. Many material weaknesses have been reported Most companies survived the their first year of Sarbanes-Oxley 404. © 2004 KPMG LLP, the U.S. member firm of KPMG International, a Swiss cooperative. All rights reserved. Printed in the U.S.A. 3 Opening Questions How many people have spent a significant amount their time in the last six months on SOX 404 related work? (more than a two weeks) How many spent time on either internal testing or documentation of the companies processes? How many spent time answering questions, being tested, or on remediation of deficiencies identified? © 2004 KPMG LLP, the U.S. member firm of KPMG International, a Swiss cooperative. All rights reserved. Printed in the U.S.A. 4 IT General Controls IT General Controls are those controls that may have a pervasive impact on controls at the application level. Though there are many ways in which general controls may be defined, and have been classified, general controls typically include the central functions of the IT environment such as change management, new system development/acquisition, access to programs/data, computer operations, vital records management, etc… COBIT definition: Controls embedded in IT Services form General Controls © 2004 KPMG LLP, the U.S. member firm of KPMG International, a Swiss cooperative. All rights reserved. Printed in the U.S.A. 5 IT General Controls Examples Restricted Access and Security • Only appropriate users have system access (network, application, etc). • Only authorized users have the ability to maintain users access list, update profiles, change user authorizations or roles. Change management • Formal procedures are followed and documented including appropriate approvals and user acceptance. • Program changes are prepared and tested in a segregated controlled environment prior to moving to production © 2004 KPMG LLP, the U.S. member firm of KPMG International, a Swiss cooperative. All rights reserved. Printed in the U.S.A. 6 Application Controls Application Controls are those system features or functions that may be expected to provide control within a given business process (also called programmed controls). This can include edit checks to control data entry, parameters set in the system to control a process, account mapping controls, system interfaces & calculations, matching or verification functions, and controls that limit access to perform a given function or authorize a transaction. COBIT definition: Controls embedded in business process applications, such as large EPR system and smaller best-of-breed systems, are commonly referred to as application controls. © 2004 KPMG LLP, the U.S. member firm of KPMG International, a Swiss cooperative. All rights reserved. Printed in the U.S.A. 7 Application Controls Examples Sales or Revenue Cycle: Required fields ensure that customer master data is entered completely Orders entered that are greater than the approved credit limit are automatically placed on credit hold All goods shipped are “automatically” invoiced Invoices are accurately calculated and prices are obtained from authorized tables or fields © 2004 KPMG LLP, the U.S. member firm of KPMG International, a Swiss cooperative. All rights reserved. Printed in the U.S.A. 8 Questions How many have been working IT General Controls? How many have been working on Application Controls? © 2004 KPMG LLP, the U.S. member firm of KPMG International, a Swiss cooperative. All rights reserved. Printed in the U.S.A. 9 Key Controls Identified – KPMG Survey Results Key controls are most prevalent in the areas/processes of: information technology (21 percent), financial reporting and close (17 percent), and revenue (15 percent). Other Assets/Liabil ities 7% Taxes 6% Information Technology 21% Treasury 8% Financial Reporting and Close 17% Human Resources 8% Companylevel 9% Procure to Pay 9% © 2004 KPMG LLP, the U.S. member firm of KPMG International, a Swiss cooperative. All rights reserved. Printed in the U.S.A. Revenue 15% 10 What were/are people worried about? IT controls dominate the deficiencies, significant deficiencies, and material weaknesses identified through the S-O 404 assessment. The estimated percentage of deficiencies identified show IT controls accounting for the most (34 percent), followed distantly by revenue (13 percent), procure to pay (10 percent), and fixed assets (10 percent). The estimated percentage of significant deficiencies identified again shows IT controls leading the way (23 percent), followed by financial reporting and close (14 percent), procure to pay (13 percent), and revenue (12 percent). The estimated percentages of material weaknesses identified include IT controls (27 percent), revenue (18 percent), taxes (11 percent), and financial reporting andtheclose (10 percent). It is important to note that results presented here are based on self-reporting by the companies that participated in the survey. Conclusions may be affected by the differing methods companies use to report on various elements of Sarbanes-Oxley compliance. © 2004 KPMG LLP, the U.S. member firm of KPMG International, a Swiss cooperative. All rights reserved. Printed in the U.S.A. 11 Manual Versus Automated Controls What is the estimated percentage of your company’s manual controls versus automated controls? Most controls are still manual. 66 percent estimated their controls to be weighted more toward manual than automated, 17 percent estimated the percentages to be 50 /50, and 17 percent estimated their controls to be weighted more toward automated. 50 40 40 25 30 17 20 10 8 8 1 1 0 100 % vs 0% 80% vs 20% 60% vs 40% Totally Manual 50% vs 50% vs 40% vs 60% 20% vs 80% 0% vs 100% Total Automated © 2004 KPMG LLP, the U.S. member firm of KPMG International, a Swiss cooperative. All rights reserved. Printed in the U.S.A. 12 Detective Versus Preventative Controls Most controls are still weighted more toward detective versus preventive. 47 percent estimated their controls to be weighted more toward detective than preventive, 27 percent estimated the percentage to be 50/50, and 26 percent estimated their controls to be weighted more toward preventive. What is the estimated percentage of detective controls versus preventive controls (excluding information technology controls)? 50 40 31 30 18 15 20 10 27 7 1 1 0 100 % vs 0% 80% vs 20% 60% vs 40% Totally Detective 50% vs 50% vs 40% vs 60% 20% vs 80% 0% vs 100% Totally Preventative © 2004 KPMG LLP, the U.S. member firm of KPMG International, a Swiss cooperative. All rights reserved. Printed in the U.S.A. 13 Cost of Compliance in Year 2 Approximately two in three companies (67 percent) expect their costs related to S-O 404 compliance to decrease in 2005. However, the majority expects a decrease of 10 percent to 30 percent. If your cost of compliance is decreasing, what do you estimate will be the cost of Sarbanes-Oxley 404 compliance in 2005 as a percentage of 2004 cost? 50 40 27 30 18 20 20 19 10 6 10 0 Less than 50% 50% 60% 70% © 2004 KPMG LLP, the U.S. member firm of KPMG International, a Swiss cooperative. All rights reserved. Printed in the U.S.A. 80% 90% 14 Control Transformation What happens when? Tomorrow Today People leave Project driven Inconsistent Document centric Manual controls Processes get improved “The way we do business” New systems get implemented Integrated into processes Businesses get sold/ acquired Dynamic controls Owned by “support” Process and Data centric Owned by the “business” Processes are outsourced How do we comply with 404? Becomes… How do we evolve controls to enable and provide a new platform of value for an ever-changing business? © 2004 KPMG LLP, the U.S. member firm of KPMG International, a Swiss cooperative. All rights reserved. Printed in the U.S.A. 15 Lessons Learned and Leading Practices from Year One © 2004 KPMG LLP, the U.S. member firm of KPMG International, a Swiss cooperative. All rights reserved. Printed in the U.S.A. 16 Top Lessons Learned from 2004 Information Technology Governance Cost Auditor Relationship Personnel & Resources Project Management F&A Reporting Complexity © 2004 KPMG LLP, the U.S. member firm of KPMG International, a Swiss cooperative. All rights reserved. Printed in the U.S.A. 17 Top Lessons Learned from 2004 Information Technology Area with many significant deficiencies Alignment of IT and business often not at desired level Documentation and testing of IT controls was one of the most challenging areas Data, process, controls and systems are more complex than previously realized Heavier than realized reliance on third party outsourcers – with black box mentality by management © 2004 KPMG LLP, the U.S. member firm of KPMG International, a Swiss cooperative. All rights reserved. Printed in the U.S.A. 18 Top Lessons Learned from 2004 Cost Cost of initial compliance much higher than initially planned (36% - 100%+) Total cost of control is significant SG&A component Cost of ongoing compliance largely unknown but suspected as significant © 2004 KPMG LLP, the U.S. member firm of KPMG International, a Swiss cooperative. All rights reserved. Printed in the U.S.A. 19 Top Lessons Learned from 2004 Personnel & Resources Management’s prior knowledge was heavily based on inquiry and observation rather than testing Roles, responsibilities and authority not always clearly understood Employees base of knowledge of internal controls was low Significant amount of training was required, and the information needed to be repeated for it to sink in Internal audit can’t do it all Non-Audit personnel – especially IT – have a lower level of familiarity with controls © 2004 KPMG LLP, the U.S. member firm of KPMG International, a Swiss cooperative. All rights reserved. Printed in the U.S.A. 20 Top Lessons Learned from 2004 F&A Reporting Complexity Enabled by multiple systems and wide spread use of spreadsheets and other “one-off” processes Internal Control documentation didn’t previously exist Number of processes and controls is greater than realized Quantifying and classifying deficiencies is challenging © 2004 KPMG LLP, the U.S. member firm of KPMG International, a Swiss cooperative. All rights reserved. Printed in the U.S.A. 21 Top Lessons Learned from 2004 Project Management Effort was greater than anticipated; better planning/budgeting critical Strong, centralized project management is vital Ensure ownership and accountability for compliance within the business, beyond just the Internal Audit or Internal Control functions Establish a process that ensures the quality and accuracy of the documentation and testing Change Management is important © 2004 KPMG LLP, the U.S. member firm of KPMG International, a Swiss cooperative. All rights reserved. Printed in the U.S.A. 22 Top Lessons Learned from 2004 Auditor Relationship Relationship with auditor fundamentally changed Oversight of auditor independence is important to process Engage the external auditor in process as early as possible Working with them and explaining things can be extremely helpful © 2004 KPMG LLP, the U.S. member firm of KPMG International, a Swiss cooperative. All rights reserved. Printed in the U.S.A. 23 Top Lessons Learned from 2004 Audit Committees understanding of audit effort improved Governance Audit Committee authority has expanded SEC and PCAOB rules are critical While effort is highly prescriptive, many judgment calls still required © 2004 KPMG LLP, the U.S. member firm of KPMG International, a Swiss cooperative. All rights reserved. Printed in the U.S.A. 24