THE IMPACT OF SARBANES‐OXLEY ON OFF‐BALANCE SHEET SUPPLY CHAIN ACTIVITIES

This study seeks to provide readers with an overview of sections 401, 404 and 802 of the Sarbanes‐Oxley Act as they pertain to supply chain managers, while empirically assessing the impact of SOX on some of the most common off‐balance sheet supply activities from familiarity, compliance, and time spent perspectives. Agency theory is used to provide the theoretical foundations for this study. The results of this study provide important implications for supply managers such as that stronger SOX compliance has a positive impact on off‐balance sheet activities.     

The Impact of Culture on the Efficacy and Fairness of Whistleblowing: A Contrast Between Brazil and the United States

The possibility of denouncing malpractice at corporations listed on the US stock exchange is a relatively recent requirement as promoted by the US Sarbanes‐Oxley 2002 Act. This organizational alert mechanism acts as a tool for fostering the exercise of control within a structured entity. However, a study in Brazil revealed that the anonymous whistleblowing mechanisms were occasionally utilized for maligning someone when use of the instruments was significantly restrained. This article examines the critical decisions made by the top‐level executives (headquarters) to effectively control subsidiaries and particularly with regard to hotlines that allow whistleblowing and its overall impact on organizational climate using Brazil as a case study. © 2015 Wiley Periodicals, Inc.     

CEO Duality and Firm Performance: Does Economic Policy Uncertainty Mediate the Relation?

Exploiting two exogenous shocks, we examine the relation between CEO–Chairman duality and firm performance. We report evidence that CEO duality benefits a firm when economic policy uncertainty is high. This implies that CEO–‐Chairman duality is an advantageous governance mechanism for coping with economic policy uncertainty. We show that the Sarbanes‐Oxley Act reduced firm performance if a firm had separate leadership in 2001. However, this negative effect was mitigated if a firm had combined leadership in 2001. The results suggest that CEO duality is complementary to board independence and that the value of CEO duality is contingent on a firm’s environment.     

Financing constraints and US cross‐listing

This study investigates whether relaxation of firms' financial constraints is an important outcome of the US cross‐listing mechanism. We use the association between investment spending and cash flow to test for the presence and importance of firms' financing constraints. Consistent with the bonding hypothesis, the results suggest that US exchange and private placement cross‐listings significantly alleviate firms' financing constraints. In addition, the financial benefits associated with exchange listings are larger than those associated with private listings, while on the other hand, over‐the‐counter programs do not improve capital allocation. The study also shows that US exchange cross‐listing benefits have not been eroded by the enactment of the Sarbanes‐Oxley (SOX) Act in 2002. Copyright © 2014 ASAC. Published by John Wiley & Sons, Ltd.     

How do Independent Directors Influence Corporate Risk‐Taking? Evidence from a Quasi‐Natural Experiment

Motivated by agency theory, we explore the effect of independent directors on corporate risk taking. To minimize endogeneity, we exploit the passage of the Sarbanes–Oxley Act as an exogenous shock that raises board independence. Our difference‐in‐difference estimates show that board independence diminishes risk‐taking significantly, as evidenced by the substantially lower volatility in the stock returns. In particular, board independence reduces total risk and idiosyncratic risk by 24.87% and 12.60%, respectively. The evidence is consistent with the notion that board independence represents an effective governance mechanism that prevents managers from taking excessive risk. Additional analysis based on propensity score matching also confirms our results. Our research design is based on a natural experiment and is far more likely to show causality, rather than merely an association.     

International website disclosure of codes of ethics: auditor‐specific and stock‐exchange‐listing differences

This research examines whether having a readily available code of ethics on a corporation's website associates with either their auditor or stock exchange listing. As such, it is the first research that studies the association among readily available codes of ethics, client auditor and stock exchange listing on a longitudinal basis. In our data gathering, we went to the website of each corporation and searched for a readily available disclosure of its code of ethics at the beginning of April 2006 through April 2009 – third‐through‐sixth anniversaries of the Sarbanes–Oxley Act. Our data indicate that the average readily available rate of codes of ethics for Ernst and Young's clients was significantly lower than the average readily available rate for the clients of Deloitte and Touche in 2006 and 2007 and PricewaterhouseCoopers in 2007. However, our data indicate no differences among the Big Four firms in 2008 and 2009. Our data indicate that the average readily available rates for the clients listed on the New York Stock Exchange (NYSE) were significantly higher than for clients that were not listed on the NYSE for all four observation points (2006–2009).     

Conflicts of Interest Arising from the Prudent Investor Rule: Ethical Implications for Over-the-Counter Derivative Securities

The Prudent Investor Rule creates a potential ethical dilemma for investment advisors selling over-the-counter financial products issued by their firms. The "opportunity" to defraud investors using complex, over-the-counter derivative securities designed for client-specific risk management is much higher than for exchange traded securities. This paper emphasizes the ethical responsibility held by trustees and their organizations to eliminate potential conflict of interests through internal control and monitoring. Independent evaluations of the performance of investment advisors and independent appraisals of complex over-the-counter securities are important in reducing the risks of conflicts of interest. Recent lessons learned from the corporate ethics crisis and requirements of the 2002 Sarbanes Oxley Act would suggest that conflict of interest must be eliminated with third party validation of derivative pricing. By performing due diligence and validation, the trustee is able to satisfy the requirements under the Prudent Investor Rule.     

Discussion of “An Examination of the U.S. Public Accounting Profession’s Public Interest Discourse and Actions in Federal Policy Making”

The history of the public accounting profession is filled with perceived crises in professionalism. Baudot et al. (An examination of the U.S. public accounting profession’s public interest discourse and actions in federal policy making, 2015) focus on the post Sarbanes–Oxley period, highlighting how the advocacy efforts of the public accounting profession directed toward financial regulation represent the most recent of crises. This study makes an important contribution to the literature because it illustrates the inherent challenges faced by a regulatory structure that requires private interests to act in the public good. The purpose of this commentary is to provide a historical and institutional context for the study’s findings, to assess the current state of research, and to offer suggestions for future research.     

关于中国企业内部控制框架的思考

中国企业在制定内部控制制度的时候,缺少清晰的内部控制框架。美国COSO委员会2004年结合萨班斯法案提出了ERM框架,在内部控制的战略目标和风险管理等方面有较大突破。中国企业的内控模式可以在ERM框架的基础上结合COSO框架进行构建。中国企业在构建内控体系时,要重点关注战略目标、法人治理结构、商业伦理和风险管理四个方面。在此基础上,中国企业的内控框架应分为内控目标和控制要素两个维度:目标维度包括战略目标、经营目标、报告目标和合规目标,要素维度包括控制环境、风险管理、控制活动、信息和交流、监控。这四个目标和五个要素有机结合构成了内部控制框架。     

Neo‐Marshellian Equilibrium versus Schumpeterian Creative Destruction: Its Impact on Business Research and Economic Policy

A cold war exists in faculties of business and economics. It is fought between the neo‐Marshellians that advocate the elegant simplifying assumption of equilibrium and the Schumpeterians that believe that economic growth is driven by the recognition of new opportunities and the capture of associated benefits through innovation. This fundamental disagreement is referred to as a cold war because the battles are fought indirectly with discussions of wealth transfer (instead of wealth creation), big firms versus small firms (instead of innovative firms versus noninnovative), and stability and managed earnings versus Sarbanes–Oxley and full disclosure. This note points out that this conflict does in fact exist and then provides a review of the literature and support for the Schumpeterian position as it relates to small business and associated economic policy. The literature is provided by one of the pioneers in this field, Professor Bruce Kirchhoff, as his last direct contribution to the field that he championed for decades.     

Misleading Disclosure of Pro Forma Earnings: An Empirical Examination

The Sarbanes–Oxley (SOX) Act was passed in 2002 in response to various instances of corporate malfeasance. The Act, designed to protect investors, led to wide-ranging regulation over various actions of managers, auditors and investment analysts. Part of SOX, and the focus of this study, targeted the disclosure by firms of “pro forma” earnings, an alternate (from GAAP earnings), flexible and unaudited measure of firm performance. Specifically, SOX directed the Securities and Exchange Commission (SEC) to craft regulation which would reduce – and preferably eliminate – any pro forma earnings disclosure which might be “misleading”. Examining earnings press releases over a 3-year period, this study addresses three questions. Were firms disclosing pro forma in a potentially misleading manner, what was the nature of this potentially misleading disclosure, and did SOX affect the disclosure practices? We find the following. In 2001 (prior to SOX), 53 firms – over 10% of all U.S. S&;P 500 firms – were disclosing pro forma earnings in a potentially misleading manner. This was being done most commonly by using traditional GAAP terminology (e.g., “net income”) in the press release headline to describe what was later in the press release revealed to be a pro forma amount (i.e., “net income excluding special items”). By 2003 (subsequent to the SEC regulation), potentially misleading disclosure practices were seen in less than 1% of the earnings press releases of S&;P 500 firms. This significant reduction suggests that managers, prior to the regulation, were either careless in their pro forma reporting practice, or were intentionally – and unethically – attempting to mislead investors. Either way, we conclude that the SEC regulation was both necessary and effective.     

The Effects of Contextual and Wrongdoing Attributes on Organizational Employees’ Whistleblowing Intentions Following Fraud

Recent financial fraud legislation such as the Dodd–Frank Act and the Sarbanes–Oxley Act (U.S. House of Representatives, Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, [H.R. 4173], 2010; U.S. House of Representatives, The Sarbanes–Oxley Act of 2002, Public Law 107-204 [H.R. 3763], 2002) relies heavily on whistleblowers for enforcement, and offers protection and incentives for whistleblowers. However, little is known about many aspects of the whistleblowing decision, especially the effects of contextual and wrongdoing attributes on organizational members’ willingness to report fraud. We extend the ethics literature by experimentally investigating how the nature of the wrongdoing and the awareness of those surrounding the whistleblower can influence whistleblowing. As predicted, we find that employees are less likely to report: (1) financial statement fraud than theft; (2) immaterial than material financial statement fraud; (3) when the wrongdoer is aware that the potential whistleblower has knowledge of the fraud; and (4) when others in addition to the wrongdoer are not aware of the fraud. Our findings extend whistleblowing research in several ways. For instance, prior research provides little evidence concerning the effects of fraud type, wrongdoer awareness, and others’ awareness on whistleblowing intentions. We also provide evidence that whistleblowing settings represent an exception to the well-accepted theory of diffusion of responsibility. Our participants are professionals who represent the likely pool of potential whistleblowers in organizations.     

Where the twain shall meet? A study of best practices to resolve retailer–supplier acrimony in post-audit recovery of trade promotion dollars

Abstract

Deductions and claims to recover trade promotions incentives through post-audit of previous years’ transactions is a highly contentious but prevalent practice in the industry. Retailers, given their low margins of operations, are motivated to seek every opportunity to obtain extra incentives from suppliers to boost their profits. They often hire third-party post-auditors to scrub through all their transactions and “deal sheets” or supplier agreements to search for potential unclaimed trade promotion dollars promised by suppliers in prior years. Third party auditors have an incentive to also make dubious claims as they are compensated on contingency fees of a percent of claims recovered. Such practices lead to acrimony between retailers and suppliers. They often have differing viewpoints and opinions about the contextual terms of the trade promotion deals itself leading to an opinion “chasm” that is sometimes difficult to bridge. The resulting tension among retailers and suppliers, along with regulatory compliance under the Sarbanes–Oxley Act, and prevailing questions on the role and practices of post-auditors, motivated this study. Conducted over a 24-month period with extensive collaboration and research discussions between the study team and responsible managers from leading US retail and manufacturing companies. The distinctive mix of academic rigor and practitioner relevance was the hallmark of this study that involved three retail summits conducted with industry participants to discuss the research method and its resultant findings. Evidence suggests that transactional discrepancies will continue to happen, despite technological advances, because of large volume of transactions and multiplicity of complex trade promotion methods in vogue in the retail world. So, as long as there are claim opportunities, post-audit recovery practices will continue, confounding the darker side of the retailer–supplier relationship. Through a multi-stage and multi-level study, and data from a variety of sources, we identify best practices in post-audit recovery and suggest ways to reduce associated conflict and improve relationship satisfaction.     

Controls as a Sharable Knowledge Commodity: An Architecture for Open Exchange

The world seems to be getting more dangerous: terrorists; fraudulent corporations; money laundering; hurricanes; pandemics. Governments and organizations respond with a flurry of new controls. In some cases these are centrally mandated (e.g. Sarbanes Oxley). In others, organizations struggle to find their own control solutions. Seldom, however, do organizations work together as a community of common interests to share solutions to their control threats. In this paper we consider how an open exchange of control solutions might be supported electronically. We assume a community of similar organizations that wish to exchange detailed knowledge about organizational control techniques. These might be non-competing institutions, such as libraries, customs agencies, and even universities; or, they may in fact be competing organizations, wishing to exchange control solutions in dimensions where they do not compete – e.g. the airlines exchanging best practice about safety and security. The main point is to propose an information technology architecture that permits a view of organizational controls as shareable, exchangeable knowledge commodities.     

The Affordable Care Act and Consumer Well‐Being: Knowns and Unknowns

The Patient Protection and Affordable Care Act, signed into law in 2010, is the latest in a long string of efforts to reform health care in the United States. In this article, we provide a brief background and explore key components of this law. We examine extant research on what is known about how insurance coverage impacts consumer well‐being and the role health and financial literacy play in achieving well‐being. We then introduce important research questions highlighting areas where little is known and where much opportunity lies to inform policy and improve consumer well‐being.     

Intentions to Report Questionable Acts: An Examination of the Influence of Anonymous Reporting Channel,Internal Audit Quality,and Setting

The Sarbanes–Oxley Act of 2002 requires audit committees of public companies’ boards of directors to install an anonymous reporting channel to assist in deterring and detecting accounting fraud and control weaknesses. While it is generally accepted that the availability of such a reporting channel may reduce the reporting cost of the observer of a questionable act, there is concern that the addition of such a channel may decrease the overall effectiveness compared to a system employing only non-anonymous reporting options. The rationale underlying this concern involves the would-be reporter’s likelihood of reporting, the seriousness with which the organization treats an anonymous report, and the organization’s ability to thoroughly follow-up the report. Thus, we explore the extent to which the availability of an anonymous reporting channel influences intended use of non-anonymous reporting channels. Further, in response to Sarbanes–Oxley and the environment of financial scandals that led to its passage, many firms are strengthening their internal audit departments, and providing them with greater independence from upper management’s direct control. Accordingly, our examination tests whether the intended use of the internal audit department as an internal reporting channel is greater when the internal audit department is of “high” versus “low” quality. Finally, the study investigates intended reporting behavior across three different cases (e.g., settings). Results show that the existence of an anonymous channel does reduce the likelihood of reporting to non-anonymous channels, that generally the internal audit department quality does not affect reporting to non-anonymous channels, and that case-setting affects the type of channel to be used. Implications from the study are discussed.     

The Africa Growth and Opportunity Act and its Rules of Origin: Generosity Undermined?

This paper describes the United States recently enacted Africa Growth and Opportunity Act (AGOA) and assesses its quantitative impact on African exports. The AGOA expands the scope of preferential access of Africa's exports to the United States in key areas such as clothing. However, its medium‐term benefits – estimated at about US$100‐$140 million, an 8−11 per cent addition to current non‐oil exports – would have been nearly five times greater (US$540 million) if no restrictive conditions had been imposed on the terms of market access. The most important of these conditions are the rules of origin with which African exporters of clothing must comply to benefit from duty‐free access.     

Usefulness,Enjoyment, and Self‐Image Congruence: The Adoption of e‐Book Readers

One challenge when launching new technologies is to overcome consumer resistance to change so as to accelerate market acceptance. This is the case of e‐book readers. The present study investigates individuals’ perceptions of the utilitarian and hedonic values of such devices and their congruence with self‐image as determinants of adoption. Additionally, consumer profile and familiarity with the new technology as a whole influence individuals’ perceptions of this particular technology and its congruence with self‐image. Findings show that perceived enjoyment and self‐image congruence complement perceived usefulness in forging a favorable attitude toward e‐book readers and adoption intention, and that knowledge proves essential in the adoption process. Moreover, people highly involved with reading tend to perceive e‐book readers as useless, which hampers their adoption.     

The Cut and Paste Society: Isomorphism in Codes of Ethics

Regulatory responses to the business failures of 1998–2001 framed them as a general failure of governance and ethics rather than as firm-specific problems. Among the regulatory responses are Section 406 of Sarbanes–Oxley Act, SEC, and exchange requirements to provide a Code of Ethics. However, institutional pressures surrounding this regulation suggest the potential for symbolic responses and decoupling of response from organizational action. In this article, we examine Codes of Ethics for a stratified sample of 75 U.S. firms across five distinct industries and find that content and language converge across organizations in ways undesired by the regulators, and that language is used to minimize the effects of the Code on constraining organizational behavior. There is, however, a noteworthy exception in the sections of the Codes dedicated the ethics of financial reporting. Although this material still contains legalistic boilerplate information, it does offer concrete guidance and emphatic language pertaining to the need to maintain the integrity of reporting practices. This suggests that the corporate understanding of the source of the failures is one of fraudulent financial reporting. Aside from the matter of financial reporting, the vague and stylized content of the Codes was a predicted response and constitutes a rational response to the regulation. The regulation, however, clearly states the belief that Codes should vary from firm to firm and that individual firms should determine the specific content of a Code. Aside from financial reporting matters, the observed result suggests that regulatory efforts may have failed to instigate corporate change in attitudes toward and enforcement of higher ethical standards by corporate actors.     

Volatility spillover effects and cross hedging in corn and crude oil futures

Using a volatility spillover model, we find evidence of significant spillovers from crude oil prices to corn cash and futures prices, and that these spillover effects are time‐varying. Results reveal that corn markets have become much more connected to crude oil markets after the introduction of the Energy Policy Act of 2005. Furthermore, when the ethanol–gasoline consumption ratio exceeds a critical level, crude oil prices transmit positive volatility spillovers into corn prices and movements in corn prices are more energy‐driven. Based on this strong volatility link between crude oil and corn prices, a new cross‐hedging strategy for managing corn price risk using oil futures is examined and its performance is studied. Results show that this cross‐hedging strategy provides only slightly better hedging performance compared with traditional hedging in corn futures markets alone. The implication is that hedging corn price risk in corn futures markets alone can still provide relatively satisfactory performance in the biofuel era. © 2010 Wiley Periodicals, Inc. Jrl Fut Mark