Sarbanes-Oxley Act Governance and Audit Committee Training Course

Course overview

Sarbanes-Oxley compliance can fail long before an external auditor identifies a control deficiency. Boards, audit committees, finance leaders and internal audit teams must be able to distinguish between a policy that exists on paper and a control that is properly designed, evidenced, tested and governed. This course addresses the practical governance work behind SOX Sections 302, 404 and 906: defining accountability, overseeing financial reporting risk, challenging management’s assertions and responding to control failures without losing sight of materiality, disclosure obligations and shareholder confidence.

Participants examine the operating model that supports reliable internal control over financial reporting (ICFR). They learn to map key financial-reporting risks to preventive and detective controls; interpret the COSO Internal Control—Integrated Framework; evaluate entity-level controls; read management representations; assess deficiencies as control deficiencies, significant deficiencies or material weaknesses; and understand how audit committees interact with management, internal audit and external auditors. The course also addresses whistleblower procedures, auditor independence, SEC reporting considerations, audit committee charters and the documentation expected in a defensible SOX governance process.

Instruction combines focused briefings with realistic financial-reporting scenarios, audit committee papers, control matrices and deficiency-evaluation workshops. Working from a simulated listed-company case, participants build an Audit Committee SOX Oversight Pack containing a governance calendar, ICFR risk-and-control matrix, control-testing review, deficiency escalation decision and audit committee agenda. This is a usable set of templates and decision aids that can be adapted to the participant’s own reporting cycle, committee structure and assurance model.

The course is suited to professionals who need to contribute credibly to SOX governance rather than merely understand the legislation. It is particularly valuable where finance, risk, internal audit, legal and board-support functions need clearer handoffs, stronger challenge and more consistent evidence for management and audit committee oversight.

Course objectives

By the end of this course, participants will be able to:

• Map financial-reporting risks to key ICFR controls using a risk-and-control matrix
• Apply the COSO Internal Control—Integrated Framework to evaluate entity-level and process-level controls
• Distinguish control deficiencies, significant deficiencies and material weaknesses using severity evaluation criteria
• Review Section 302 and Section 404 management assertions against supporting control evidence
• Prepare an audit committee SOX oversight calendar, agenda and reporting pack
• Assess auditor independence and audit committee pre-approval requirements for non-audit services
• Design a control-testing evidence trail that supports management and external-auditor review
• Develop a remediation and escalation plan for an identified ICFR control failure

Benefits of attending

Target competencies

Who should attend

• Audit Committee Members — who oversee financial reporting, external audit and ICFR risk on behalf of the board
• Chief Financial Officers and Finance Directors — who sign or support management’s financial-reporting certifications
• Internal Audit Managers — who assess controls and report assurance findings to senior governance bodies
• Corporate Secretaries and Board Governance Professionals — who prepare committee charters, agendas and minutes
• Financial Controllers — who own close processes and must evidence reliable financial reporting controls
• Risk and Compliance Managers — who coordinate control frameworks, issue escalation and remediation tracking

Requirements and prerequisites

Participants should understand the basic financial reporting cycle, including revenue, close and consolidation processes, and be familiar with terms such as internal control, audit evidence, materiality and financial statements. Experience in finance, internal audit, risk, compliance, legal, company secretarial work or board support is helpful. Participants should be comfortable reading a simple process narrative, control description and audit finding, and should be able to use Microsoft Excel for workshop templates. Prior SOX implementation experience, accounting qualifications, legal training, PCAOB standards knowledge and specialist GRC software are not required. Complete beginners should expect a demanding but accessible introduction to SOX governance vocabulary and control logic.

Training methodology

The instructor uses a listed-company simulation running through all five days: a rapid-growth issuer with close-process weaknesses, whistleblower allegations and external-auditor challenge. Short instructor-led sessions establish the statutory, COSO and PCAOB concepts before participants analyse control narratives, testing evidence, committee minutes and draft disclosures. Small groups prepare risk-and-control matrices, rate deficiencies, rehearse audit committee challenge and compare remediation options. The final session converts the case outputs into an individual application plan, identifying the participant’s own governance gaps, stakeholders, reporting dates and first 90-day actions.

Course outline

Day 1: SOX governance architecture and accountability

• Sarbanes-Oxley Sections 302, 404, 406, 806 and 906 obligations
• Board, audit committee and management accountability for financial reporting
• Audit committee charter provisions and annual governance calendar design
• ICFR scope definition across significant accounts, disclosures and locations
• Management certification processes and sub-certification structures
• Whistleblower procedures, complaint handling and confidential reporting channels
• External auditor appointment, compensation and oversight responsibilities

Workshop: Participants diagnose governance gaps in a simulated audit committee charter and produce a revised SOX oversight calendar.

Day 2: ICFR risk assessment and control design

• COSO principles and the five components of internal control
• Top-down risk assessment for financial reporting assertions
• Significant accounts, relevant assertions and key-report identification
• Risk-and-control matrix construction for a revenue process
• Preventive, detective, manual and automated control classifications
• Entity-level controls and the management review control design
• Control precision, frequency, ownership and evidence attributes

Workshop: Participants build a revenue-cycle ICFR risk-and-control matrix that identifies key controls, owners, evidence and control objectives.

Day 3: Testing controls and evaluating evidence

• Management assessment versus external auditor testing responsibilities
• PCAOB AS 2201 top-down approach and risk-based testing logic
• Walkthrough planning, inquiry, observation and inspection procedures
• Testing design effectiveness versus operating effectiveness
• Population definition, sample selection and exception documentation
• IT general controls and reliance on automated application controls
• Evidence retention, workpaper quality and review sign-offs

Workshop: Participants perform a paper-based walkthrough and control test, then produce a testing worksheet with evidence conclusions and exceptions.

Day 4: Deficiencies, remediation and audit committee challenge

• Control deficiency, significant deficiency and material weakness definitions
• Likelihood and magnitude analysis for deficiency severity
• Compensating controls and aggregation of multiple deficiencies
• Remediation plans, root-cause analysis and validation testing
• Management review of open issues and remediation ageing
• Audit committee reporting of control findings and judgment areas
• External auditor communications and disagreement escalation protocols

Workshop: Participants assess three linked control failures, classify their severity and produce a remediation escalation paper for the audit committee.

Day 5: Committee-ready reporting and workplace application

• Audit committee SOX dashboard design and key risk indicators
• Section 302 certification briefing and representation letter review
• Section 404 management report and disclosure considerations
• Auditor independence pre-approval register and non-audit service review
• Executive-session questions for internal and external auditors
• Annual SOX governance calendar aligned to reporting milestones
• Ninety-day implementation planning and stakeholder communication

Workshop: Participants assemble and present an Audit Committee SOX Oversight Pack, then produce a 90-day application plan for their own organisation.

Tools & standards covered

COSO Internal Control—Integrated Framework, PCAOB Auditing Standard AS 2201, SEC EDGAR, Microsoft Excel

A typical training day

Live online deliveries follow the same structure in the East Africa Time zone, with shorter screen blocks and longer breaks.

What the fee includes

How you can take this course

Certification

Participants who complete the full five days receive the Skillset Development Certificate of Completion, stating the course title, course code, dates and delivery format — suitable for professional-development records and employer reimbursement.

Frequently asked questions