In summary, the Governance Book is divided into 3 Sections (and then each section has 6-8 modules):

Section I – An Overview of Sarbanes Oxley

Ø       Key Provisions of the Sarbanes Oxley Act, including events leading to passage of the Act, PCAOB, Certifications, Segregation of Duties principles, 404 documentation, Company-level controls and Key Sections of the Act. (11 pages)

Ø       Management View of Sarbanes Oxley, including the Sarbanes Steering Committee, Testing Materiality & Misstatements with detailed examples, Key Control Testing, SAS 70 Reports and Disclosure Committees (11 pages)

Ø       Strategies for Implementing Section 404,  including Identifying Significant Accounts, Planning Materiality, CAVR (assertions), Determining Testing Scope, Sample Sizes, Remediating Deficiencies (16 pages)

Ø       COBIT & Information Systems, including Lessons Learned from Allfirst, COBIT Body of Knowledge, System Development Life Cycle, IT Auditing and Database Encryption (10 pages)

Ø       Disclosure Requirements, including Real-Time Disclosure, Whistleblower Considerations, Compliance Dates and SEC Rules (9 pages)

Ø       Offshore Considerations, Going Public Offshore, Mergers, Acquisitions & Regulations S (6 pages)

Ø       Case Studies of Anti-Fraud Controls, including Anonymous Asset Types, Concealment within Business Structures, Utilization of Cover Businesses, Utilization of Straw Men, Synergistic Controls and Bayes’ Theorem (12 pages)

Ø       COSO Framework, including Case Study of Barings Bank, Identifying Controls under COSO and an Explanation of the Framework (7 pages)

Section II – A Case Study of Enron

Ø       Events of Enron, including the Whistleblower Letter, the Andersen timeline, Enron’s Restatement,  and the SEC Investigation (11 pages)

Ø       Entities Used by Enron, including analyses of LJM, Enron Broadband, Cuiaba, the Raptor Hedges, Nigerian Barges & Global Galactic (13 pages)

Ø       Analyst Conferences, including Project Grayhawk, Concealment of the EBS Failures, Use of Prepays, and Failure to Disclose Goodwill Impairment (14 pages)

Ø       Collapse of Enron, including Stock Sales, Illegal Gains & Misleading Filings (6 pages)

Ø       Summary of Government Case, including how the Principals knowingly circumvented or failed to implement a System of Internal Financial Controls and knowingly falsified books and records (11 pages)

Section III – Special Topics and Case Studies

Ø       Congressional Report, including the major types and classes of Corporate Fraud, with case studies of: Improper Revenue Recognition, Topside Adjustments, Improper Expense and Capitalization Reporting,  Undisclosed Related Party Transactions and other cases of note (24 pages)

Ø       FNMA, including how this SEC Investigation is a major case study in a long history of Civil Action Restatements (8 pages)

Ø       OMB 123 & SEC Bulletin 99 – Materiality, including a summary of Management’s Responsibilities in federal agencies and the SEC’s views on Quantitative and Qualitative analysis of Materiality (15 pages)

Ø       Health South, including the Government’s Investigation, Details of the Case, and Class Action Suits (7 pages)

Ø       Backdating Stock Options, including Backdating Issues, Tax Issues, Remediation and Internal Control Strategies (8 pages)

Ø       Defending Against Class Action Suits, including Shareholder Derivative Suits, Economic Models, and Strategy Recommendations (6 pages)

Ø       Governance Topics, including Employee Stock Options, Underwater Options, Restricted Stock Options, Merger Issues and Audit Committee Issues (6 pages)

Articles of Interest:

“Research Tools for Controllers” – Using Meta Search Engines and Researching the Deep Web for Sarbanes Research (5 Pages)

“Foreign Corrupt Practices Act” – FCPA Requirements and Practices Analyzed and Recommended Practices (3 Pages)

“Tools & Techniques for IT Auditors” – COBIT, Deficiency Testing and Remediation (3 pages)

“Streamlining the Sarbanes Oxley Process” – The Utilization of Compensating Controls Methodology and Bayes’ Theorem (6 pages)