2. Regulation background and motivation
SOX is viewed by many as the most significant financial legislation in nearly 70 years (PricewaterhouseCoopers, 2004). One of the most significant provisions of SOX is Section 404:
Management Assessment of Internal Controls (SOX 404), which requires publicly registered companies (a) to state their responsibility for establishing and maintaining adequate internal
controls for financial reporting; and (b) to provide an assessment of the effectiveness of such internal controls. SOX 404 also requires the external auditors to attest and report on the
assessment made by the management. Auditing Standard No. 2 issued by the PCAOB in March 2004 requires, in addition to the attestation of management's report, the auditor to render an
opinion regarding the client's internal control over financial reporting (ICOFR).