# Presentation: 715044

## Institute of Management AccountantsSarbanes Oxley & OMB Circular A-123 SeminarTracy A. Heidelberg, WCHDecember 12, 2006

- Institute of Management AccountantsSarbanes Oxley & OMB Circular A-123 SeminarTracy A. Heidelberg, WCHDecember 12, 2006

## SOX and A-123 Applicability

- How do you know if SOX and/or OMB Circular A-123 apply to your company?
- Know your business
- Know your contract
- Know your client

## SOX - Does It Apply?

- Know your business
- Public?
- Private?
- Washington Closure Hanford LLC is a joint venture set up to specifically perform one contract
- Not publicly traded; may be dissolved upon completion of contract
- Therefore, limited SOX provisions apply
- What should private companies do?
- Primary SOX provision applicable is Governance
- Other measures are good business practice

## SOX - Governance

- Employee Concerns policy
- How employee’s may report “wrongdoings”
- A means in which to report to an independent party

## SOX - Governance

- The Washington Closure Hanford team and our subcontractors are responsible for the safe and effective cleanup of the Hanford river corridor, and for creating a safety-conscious work environment in which employees and leaders work together toward common goals.  To achieve this, we all must take responsibility for reporting concerns.

- Washington Closure strives to maintain an environment in which employees feel free to Address all types of concerns with their supervisors and managers.  If you identify a Problem, we encourage you to sit down with your supervisor/manager to resolve it.  Addressing issues this way is the most effective means of solving problems.

- However, sometime issues or problems cannot be resolved at the level between supervisor/Manager and employee.  That is why we have an Employee Concerns Program (ECP).  Please take the time to familiarize yourself with our ECP web site.  If you have any questions Regarding the Program, feel free to contact:

- Dennis Hurshman, Program Manager	372-9190
- ECP Hot Line		372-9542

- As always, employees may at any time discuss concerns with the U.S. Department of Energy or other outside agencies
- Without fear of retaliation.

## SOX - Governance

- Document Retention
- What needs to be retained
- How long must it be retained
- Procedures to follow in the event of lawsuit or other proceeding

## SOX - Governance

- Document Retention
- Procedure No.  BSC-1-7.8
- Rev. 0
- Effective Date:  04/17/2006

- BSC-1, Business Services and Communications
**Records Management**
**1.0  PURPOSE**
- This procedure describes how Washington Closure Hanford (WCH) personnel maintain, store, transfer, retrieve, and
- Disposition WCH records.

## SOX – Good Business Practice

- Internal Controls over financial reporting
- Perform self assessments related to control environment, risk assessment, control activities, documentation, etc.
- Board of Directors
-   Members selected
-   Regular Meetings Held
- Audit Committee
-  Financial Executives from each partnering company comprise the members of the audit committee
-  Charter being developed
- Internal Audit Function
- Activities Subcontracted

## SOX – Good Business Practice

- Code of Business Conduct & Ethics
- Procedure No.  BSC-1-8.2
- Rev. 0
- Effective Date:  02/16/2006

- BSC-1, Business Services and Communications
**Business Ethics and Conduct**
**2.0  SCOPE**
- Compliance with the law, including applicable regulations, not only means following the law but conducting business in a
- manner that reflects positively on WCH as a good and law-abiding citizen.  Even where the law does not apply, applicable
- standards of ethics and morality relate to WCH activities and require the same diligence and attention to good conduct and
- citizenship.
- It is not expected that every employee or manager will be fully versed in every law affecting his/her responsibilities.  It is
- required, however, that all employees will have a working knowledge of permissible activities involved in their work; and
- will seek guidance from the General Counsel’s office concerning any matter in which there is any question.

## OMB Circular A-123 – Does it  Apply?

- A-123 defines management's responsibility for internal control in _**Federal agencies**_.
- Know your contract and your client
- Your contract may not require compliance.  **READ YOUR CONTRACT**.
- Your client may decide not to pass down the requirement.  **TALK WITH YOUR CLIENT**.
- If your contract doesn’t require but the client requests compliance, **TALK WITH YOUR CLIENT** regarding reasonableness and good business practice.

## SOX & A-123 Applicability

- Know your business, your client and your contract.
- Communicate
- Even though not applicable, implement good business practices.