Corporate Governance Quality and Internal Control Reporting under SOX Section 302

Abstract

I examine firm governance characteristics for a sample of companies disclosing material weaknesses under section 404 of SOX to examine what factors impact the likelihood that a company will disclose those material weaknesses prior to their first section 404 report (under section 302 reporting requirements). I find companies that were audited by industry leading auditors, that have higher quality audit committees, that have shorter auditor/client relationships, that recently restated their financial statements or have been the subject of an SEC AAER, or that have experienced poor financial performance are more likely to discover and disclose weaknesses in their controls under section 302. I find moderate evidence of a positive relationship between company's that have a CFO with financial accounting background and disclosure prior to the SOX 404 report and a negative relationship between a company's institutional ownership concentration and the probability that they disclose weaknesses in their controls prior to the SOX 404 report. In sensitivity tests, I find a positive relationship between a company's institutional ownership concentration and the probability that they disclose significant deficiencies in their controls prior to the SOX 404 report suggesting systematic misclassification of control problems as significant deficiencies rather than material weaknesses in high institutional ownership concentration settings.