NEW YORK, July 14, 2004 -- By a margin of nearly two to one, large U.S. companies have made compliance with the Sarbanes-Oxley Act part of their regular corporate governance approach and have integrated it with other regulatory activities, according to PricewaterhouseCoopers' Management Barometer.

The survey of senior executives at U.S.-based multinational companies found that:

-- 64 percent say their company's senior management and board of directors see Sarbanes-Oxley as one of many steps in a larger corporate governance initiative, while 30 percent say it is simply a goal to be achieved. Six percent are uncertain.

-- 62 percent report Sarbanes-Oxley is integrated with their other corporate regulatory compliance processes, but 34 percent say it is not. Four percent are uncertain.

"Integrating the requirements of Sarbanes-Oxley compliance into ongoing corporate governance and regulatory activities, rather than managing compliance with the law as a separate task, offers the potential for improved business performance in both the short and long term," said Dan DiFilippo, Partner and U.S. Practice Leader, Governance, Risk and Compliance, at PricewaterhouseCoopers.

Tracking Costs of Compliance

Despite complaints by some companies about the increased costs and regulatory burden imposed by Sarbanes-Oxley, most respondents, 56 percent, said their company does not track and report internally on the costs of Sarbanes-Oxley and other compliance programs. Forty-one percent do track such costs.

"Given the early outcry about Sarbanes-Oxley's added costs, it's surprising that most companies do not document and track this expense," said DiFilippo. "However, many companies have only recently begun to understand the types of costs and value associated with compliance efforts. We expect more aggressive monitoring as companies examine the effectiveness of their compliance approach."

Remediation Efforts Expected

According to the survey, 79 percent of surveyed executives say their company must make improvements in order to comply with Section 404 of Sarbanes-Oxley, which requires companies to file a management assertion and auditor attestation on the effectiveness of internal controls over financial reporting. Among areas needing remediation:

-- Financial processes ......................... 55%

-- Computer controls ......................... 48%

-- Internal audit effectiveness ................. 37%

-- Security controls 35%

-- Audit committee oversight 26%

-- Fraud programs 24%

Process Improvements for Future Compliance

Looking ahead, 93 percent of executives expect their company to launch process improvement initiatives to streamline future Sarbanes-Oxley compliance. Among areas cited:

-- Financial reporting 63%

-- Risk identification and assessment 61%

-- Risk mitigation 55%

-- IT security strategy and implementation 55%

-- Internal audit 55%

-- Compliance management 54%

-- IT oversight and operations 45%

"Companies recognize the need to make improvements in order to comply with the requirements of Sarbanes-Oxley," said DiFilippo. "When executives are confident that they are in compliance, many will want to find ways to streamline business processes and make future compliance less difficult."

PricewaterhouseCoopers' Management Barometer is a quarterly survey of executives in a cross section of large, multinational businesses. These findings are based on interviews with 152 CFOs and Managing Directors of U.S. companies. The survey is developed and compiled with assistance from the research firm of BSI Global Research, Inc. Additional information about Management Barometer is available at http://www.barometersurveys.com and from pete.collins@us.pwc.com or 646-394-4496.

PricewaterhouseCoopers (http://www.pwc.com) provides industry-focused assurance, tax and advisory services for public and private clients. More than 120,000 people in 139 countries connect their thinking, experience and solutions to build public trust and enhance value for clients and their stakeholders. "PricewaterhouseCoopers" refers to the network of member firms of PricewaterhouseCoopers International Limited, each of which is a separate and independent legal entity.

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