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INTERNAL CONTROL OVER FINANCIAL REPORTING (ICFR)

A LAY P E R S O N S GUIDE TO INTERNAL CONTROL over FINANCIAL REPORTING (ICFR) Prepared by Kayla J. Gillan, Member of the Public Company Accounting Oversight Board For The Council of Institutional Investors Annual Spring Meeting March 31, 2006 The views expressed in this document are those of the author s, and do not necessarily reflect the position of the PCAOB, its other Board members, or its staff. i TABLE OF CONTENTS Page WHAT IS INTERNAL CONTROL over FINANCIAL REPORTING (ICFR)? 1 WHAT IS A MATERIAL WEAKNESS IN ICFR? 2 WHAT DOES IT MEAN FOR A COMPANY TO HAVE A CLEAN audit OF ITS FINANCIAL STATEMENTS, BUT DISCLOSE ONE OR MORE MATERIAL WEAKNESSES IN ICFR?

internal control systems provided no incentive for the company to correct the flaws; the auditor was simply expected to “audit around” the flaws. Under §404(b) of the Act [see Appendix A-1], independent auditors are now required to “attest to, and …

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