Per Auditing Standard 5 (AS5), the auditor must evaluate the severity of each control deficiency to determine whether the deficiencies, individually or in combination, are material weaknesses.  The key question to ask is…what parameters should be considered when determining materiality?

In planning and performing the audit, the auditor is not required to search for deficiencies that, individually or in combination, are less severe than a material weakness.  There are several definitions of materiality utilized in the profession that are promulgated by the American Institute of Certified Public Accountants (AICPA), Public Company Accounting Oversight Board (PCAOB), Committee of Sponsoring Organizations (COSO) and others.

This course covers several aspects about the concepts of material weakness and significant deficiency.  We evaluate recent cases of material weakness disclosures and updates from the PCAOB.

Information within this course comes from readily available public domain documents and is utilized by the trainer as a supplement for relaying the course content.

Note: The concepts outlined in this course are up to date and relevant in regards to the Sarbanes-Oxley legislation. Although there have not been any changes in the legislative concepts of the law since it’s release in 2002, some aspects of executing the work have evolved. This speaker is preparing a series of courses titled “Sarbanes-Oxley 20 years later”. Those courses can be found individually on the platform and would be beneficial for anyone involved with compliance.

NOTE: The Instructor has created 5 new segments on Sarbanes-Oxley Update - 20 Years Later:
Sarbanes-Oxley Update - 20 Years Later: Accounting Risk Assessment Considerations
Sarbanes-Oxley Update - 20 Years Later: Sourcing Emerging Risks Part 1
Sarbanes-Oxley Update - 20 Years Later: Evaluating Testing Processes
Sarbanes-Oxley Update - 20 Years Later: Sourcing Emerging Risks Part 2
Sarbanes-Oxley Update - 20 Years Later: Examining Fraud Risks

Learning Objectives
  • Evaluate the various definitions of deficiencies utilized by the Committee of Sponsoring Organizations, Audit Clarity Standard 325 and Auditing Standard 5.
  • Identify methods to assess deficiency impact and distinguish between a significant deficiency and a material weakness.
  • Explore the concept of deficiency aggregation.
  • Explore indicators of a material weakness and examine risk factors for considering the severity of a deficiency through utilization of relevant examples.
  • Examine requirements for deficiency communication.
  • Explore the history of disclosed deficiencies and financial re-statement study.
  • Explore PCAOB current priorities and released updates.
Last updated/reviewed: August 10, 2023
Course Search

Included In Certifications

This course is included in the following Certification Programs:

16 CoursesSarbanes-Oxley (SOX) Certification

  1. Sarbanes Oxley Overview
  2. SOX: Authoritative Bodies
  3. Sarbanes-Oxley (SOX) Standards - Evolution
  4. Information Technology General Controls Primer
  5. COSO 2013 Overview
  6. Sarbanes-Oxley (SOX) Section 404
  7. Sarbanes-Oxley Section 302: ICFR
  8. Sarbanes-Oxley (SOX) And Fraud Sections
  9. Sarbanes-Oxley (SOX) - Top Down Risk Assessment Part 1
  10. Sarbanes-Oxley (SOX) - Top Down Risk Assessment Part 2
  11. Sarbanes-Oxley (SOX) - Entity Level Controls
  12. Sarbanes-Oxley (SOX) Identifying and Documenting Controls
  13. Sarbanes-Oxley (SOX) Testing
  14. Sarbanes-Oxley (SOX) - Assessing Data Impact
  15. XBRL - Connection to SOX 302/404 and Critical Roles
  16. Tools For Sarbanes-Oxley Compliance
130 Reviews (546 ratings)

Reviews

5
Member's Profile
Course content was presented clearly. Slides contributed meaningfully to understanding of the information. Instructor was knowledgeable about the material and provided insight. The only issue I had was that some of the slides were truncated or words were unintelligibly misspelled. This is also true of other Sections within the SOX Certification but this is the first time I spoke about it.

5
Member's Profile
This course gave a good understanding of how to assess materiality impact. It was useful to me and I especially liked the inclusion of good examples and how to think around them in coming up with an assessment. I found the final exam a bit challenging and that was good because it caused me to go back into the material and pay more attention.

4
Anonymous Author
This is a good course. It provides a lot of helpful information. The examples provided are hrlpful for the better understanding of the topics. The time allotted is about right and the materials used are good. The instructor displayed that she is very knowledgable of the topics discussed all throughout the session.

5
Anonymous Author
Engaging course focusing on management's and the auditors' responsibilities for detecting, evaluating and reporting various types of deficiencies in the internal control environment, with lots of real world examples of how this occurs in relation to different types of deficiencies affecting ICFR.

5
Anonymous Author
Comprehensive overview of SOX discussion of determination of internal control deficiencies and classification as to significant or material weakness. Use of several examples helped drive home the often times subjective nature of these determinations and critical factors to evaluate.

5
Member's Profile
Assessing the components of findings to determine the relevant deficiency classification was challenging. However, Lynn emphasizes the subjectivity of performing the latter and importance of reading PCAOB updates. Overall, well designed course. Worth revisiting on an annual basis!

5
Member's Profile
The course was interesting, took much longer to learn material than suggested by course developers and some inconsistencies exist in the language of SOX and the real-world outcomes that are not addressed by the course. Overall a real exercise in "logic". DRB

5
Member's Profile
The instructor provides great clarity to the topic of assessing material impact. The course would be insightful to a beginning and a solid refresher to an experienced accountant. The examples provided were spot on and topical. A good course overall.

4
Anonymous Author
Good review of the nuances associated with the various AS5 in ICFR terms and definitions. Also does a good job laying our the roles of different parties in the IC landscape. Does not go into detail on any quantitative measures of assessment.

5
Member's Profile
The course provided an informational oversight as to the ICFR control environment and the relevant regulatory bodies that support the effective oversight of methodology and standards required to be followed by external auditors.

5
Member's Profile
Excellent course on the impact evaluation of a material misstatement. Provide some practical examples of real world situations. The course is also helpful for understanding how PCAOB considers a deficiency as material weakness

4
Anonymous Author
It was very well structured, well-paced and easy to follow training course. Structuring the course in segments as well as offering a continuous play option is perfect for any learning style. The examples given were good.

5
Anonymous Author
This course is comprehensive and yet high level enough to help one to understand the objectives of SOX. The examples in the course are also helpful to address the levels of severity of internal control issues.

5
Anonymous Author
This course is a very thorough review of assessing material impact for Sarbanes-Oxley and contains relevant information for those new to the assessment process or looking for a deeper dive. Good case studies.

4
Anonymous Author
This course provided multiple examples of identifying between material weaknesses and significant deficiencies as well as real life examples of Company MWs, which brought the made the material more interesting

5
Anonymous Author
Great thorough overview of evaluating deficiencies. Good course with a lot of useful information. Examples really helped to understand difference between material weakness and significant deficiency

5
Member's Profile
Great refresher course! I was a little rusty on SOX and was able to get up to speed quickly. Very valuable as we are consistently assessing SOX implications for base business and acquisitions.

5
Anonymous Author
This course was very informative and detailed around the impact of Sarbanes-Oxley on the operations of organizations. The presenter made the context easy to follow despite the technical details.

5
Member's Profile
Really good course covering the the various deficiencies types. The examples provided were recent and relevant. Interesting how you can have a material weakness, but not even have a misstatement!

4
Anonymous Author
Another great course from Lynn Fountain with regard to internal control. Full of guidance as well as real world situations. Feedback from PCAOB study was an excellent wrap up to this course.

5
Anonymous Author
This was a helpful discussion about the difficulties in how to classify deficiencies as significant and whether they aggregate to a material weakness. I found the actual examples helpful.

5
Member's Profile
This was a longer slide show but it provided in-depth coverage of the importance of how to think about internal control deficiencies and how to determine if they may be material.

4
Anonymous Author
Good course that provided interesting examples to help both illustrate the differences been a MW & SD and provide further insight into specific cases of organizations' recent MWs.

5
Anonymous Author
Easy to understand and well organized. Each slide had just the right amount of information. I was able to gather a lot of useful reminders without getting lost in technicalities.

5
Anonymous Author
This course was great at explaining why the determination of materiality is not always easy. The real-life examples were great and were a great addition to the presentation.

4
Member's Profile
Thought this was excellent - would have liked to have seen a little bit more of practical ways to assess SD v MW from end-to-end. Really break down the process and steps.

4
Anonymous Author
A helpful, tangible approach on the topic. Judgment and specific company factors play into a conclusion/position. The information within this webinar will be useful.

4
Anonymous Author
This course included more examples of applying the concepts than prior courses which is very helpful. Course provides concepts that I really did not think about.

5
Anonymous Author
Great thorough overview of evaluating deficiencies - I really appreciated how Lynn used multiple examples to help one gain a better understanding on this area.

5
Member's Profile
This session is well organized and gives a thorough review of auditors' and management's responsibility and recent trends in assessment and reporting of ICFR.

4
Anonymous Author
I did not like the wording of the final exam... too many questions with "not" that don't really get to the heart of the matter. Otherwise, content is good.

4
Member's Profile
Halfway through the course, the volume reduced and i had to lean close to my speakers to understand, although I had both the PC and speaker volume at max.

5
Anonymous Author
Overall the course was a great overview of evaluating deficiencies. The instructor provides great detail on how to distinguish between a SD and a MW.

5
Member's Profile
Background of the ins and outs of audit findings is helpful for understanding deeper what is being discussed and determined with our external auditors

5
Anonymous Author
This section gave me much to think about: aggregation, compensating and cross function controls have taken on new meaning. I will likely revisit it.

4
Member's Profile
Good course with a lot of useful information. Examples really helped understand difference between material weakness and significant deficiency

4
Member's Profile
Sarbanes-Oxley (SOX) - Assessing Material Impact course provide a meaningful information to understand and to assess material material impact.

5
Anonymous Author
The final module in this marathon of a course - 17 courses yet it was very well delivered and comprehensive. Job well done as I learnt a lot.

5
Member's Profile
Course was clear and well organized. There were clear examples provided, both real and made up scenarios to clarify the ideas in the course.

5
Anonymous Author
Excellent course for beginners to understand SOX. There are many examples included which helps your further understand the relevance of SOX.

5
Member's Profile
I like the way Lynn organized the course. It surprised how much I still have to learn about SOX. Anyone teaching auditing would benefit.

5
Anonymous Author
In doing this course, i was able to relate back to how we handle deficiencies (and see that we were operating at the PCOAB prescribes)

5
Member's Profile
Good discussion on SOX material impact, as it gives you information on what are the topics that are involved in the subject matter.

5
Member's Profile
Great course. The instructor did a great job giving a good overall knowledge of material weaknesses from SOX. Great job teaching!

4
Anonymous Author
I liked the summary of trends in deficiency history and restatement study. It helps to know where to potentially focus efforts.

5
Anonymous Author
This was a good training to show how difficult it is to correctly understand the severity of a deficiency. Examples are good.

5
Anonymous Author
Very good information, glad I took this course. Engaging instructor and relevant slides, will keep information for later use.

4
Member's Profile
A good outline to determine the severity of control failures. There were good real life examples of failures illustrated.

5
Member's Profile
The varying definitions were helpful as well as the examples in helping to clarify an often challenging task for auditors.

4
Anonymous Author
The course was beneficial to learning about control deficiencies and how to properly assess them for a material weakness.

5
Anonymous Author
Really enjoy this instructor's courses related to SOX. She seems really knowledgeable and provides practical examples.

5
Anonymous Author
I liked the examples provided for SD and MW very much. Those were very helpful to understand the evaluation technics.

4
Anonymous Author
This is a refreshing and detailed course on assessing material impact related to SOX. Nothing surprised me though.

5
Anonymous Author
Very informative course on material weaknesses and significant deficiencies and the differences between the two.

5
Anonymous Author
A good course. Brought all of the previous learnings together and the examples of MW and SD were very helpful.

5
Member's Profile
Great course! The information is presented in a manner that is easy to understand. Examples are very helpful.

5
Member's Profile
Very good overview of SOX. The instructor provided some great examples to help illustrate the concepts covered.

5
Member's Profile
This course provides clear example of material weaknesses and severe deficiencies as well as clear definitions.

5
Member's Profile
I enjoyed the course.I also struggled with the questions. Overall it was an excellent delivery again by Lynn.

5
Anonymous Author
This course brings clarity to a tough subject and helps seasoned accountants build on their knowledge base.

3
Anonymous Author
Good course. The course met my expectations. Since it was online, it was convenient to complete the modules.

5
Anonymous Author
I liked very much the examples that were introduced by the trainer as it gave more insight to the topic.

4
Member's Profile
This training helped to solidify concepts that I have dealt with before but did not fully conceptualize.

4
Member's Profile
Overall great webinar. It would be helpful to reduce the number of abbreviations in the slides though.

5
Anonymous Author
Excellent course explaining more in depth how to assess the materiality of deficiencies identified.

5
Member's Profile
Very important reminders and technical guidance on what to do when evaluating control deficiencies.

5
Anonymous Author
Good real world examples of how to handle different levels of deficiencies and material weaknesses.

5
Anonymous Author
Well structured review that includes several examples that illustrate the topics under discussion.

5
Anonymous Author
This was a great refresher on what the best way to articulate the differences between a SD and MW.

4
Member's Profile
This course was very informative and gave a good comparison to identify between an SD and a MW.

5
Member's Profile
I beleive I learned a lot from this course and I am thankful I took the time to learn about it.

5
Anonymous Author
I found the course helpful and the material easy to follow along with. Overall a good course.

5
Anonymous Author
This course was excellent and provided important information that I will utilize in the future.

5
Anonymous Author
This course provides a good foundation for understanding AS5 definitions of material weakness

5
Member's Profile
Yet another great course. I've taken all of Lynn's SOX classes and they have all been great.

5
Anonymous Author
To me this have been the most challenging course and a great tool to keep complying with SOX.

4
Anonymous Author
Dislike: The writing of the exam questions aren't as well written as the rest of the courses.

5
Member's Profile
Very nice course and designed well to provide adequate learning opportunities for auditors.

5
Anonymous Author
thanks again for such detailed review of MS and SD. Trainer's examples were very useful.

5
Anonymous Author
This course was solid. I enjoyed the definitions and examples in the course material.

5
Anonymous Author
Very interesting class. Really appreciated the examples to assist in my understanding

5
Anonymous Author
Believed course was presented well and met objectives. Good coverage of subject matter.

5
Anonymous Author
This another excellent course from an amazing instructor. You won't be disappointed.

4
Anonymous Author
Information related to restatements and PCAOB findings was up to date and relevant.

5
Anonymous Author
Another great course to gain an understanding internal controls guidance under SOX.

5
Anonymous Author
Great course with a lot of content. I found it very informative and comprehensive.

5
Anonymous Author
n/a...............................................................................

5
Member's Profile
I appreciated the examples. These were helpful to explain SD and MW in practice.

4
Anonymous Author
The training videos was good and understandable. The PPT presented was clear .

5
Member's Profile
This course was a great refresher on some of the challenges associated with SOX.

3
Member's Profile
Describing significant recents developments in material weakness and deficiancy

5
Member's Profile
Excellent review of deficiency impacts and logic from the PCAOB, SEC and AICPA.

5
Member's Profile
Very extensive amount of information is explained in a very thorough manner.

5
Anonymous Author
Clear and concise introduction or refresher to control deficiency concepts.

5
Anonymous Author
The examples in this module were very useful to get a better understanding.

5
Member's Profile
It is a very good overview of Audit requirements, SOX and Material Impacts

4
Anonymous Author
organized and detailed information. organized and detailed information.

5
Anonymous Author
Great course for current SOX relevancy and its impact on an organization.

4
Member's Profile
Good information, easy to understand. Overall enjoyed the whole course.

5
Anonymous Author
this course was great and helped better my understanding of the subject

4
Member's Profile
Very good course, Its good to have a one presentation rather than many

5
Member's Profile
Great course very helpful to understand how to assess deficiencies

3
Anonymous Author
I really enjoyed this class but it was more of refresher for me.

5
Anonymous Author
Thanks Lynn, I am quite satisfied with the info. You are the best.

5
Anonymous Author
This course was insightful and provided a vast amount of knowledge

5
Anonymous Author
Objectives met, Requirements appropriate, Materials are relevant

4
Member's Profile
Great recap about Material Weakness and Deficiency aggregation.

5
Member's Profile
awesome course, great insight into SOX and material weaknesses

4
Member's Profile
Course was very good and straightforward. Nothing else to add.

4
Anonymous Author
An update on the recent findings of the PCAOB would be useful.

5
Anonymous Author
More interesting, relative, and informative than other courses

5
Member's Profile
Appreciated the examples to work through different scenarios

3
Anonymous Author
Good course explaining on SOX and assessing material impact.

5
Member's Profile
Very informative course. Liked all the examples and cases.

4
Anonymous Author
The illustrations were easy to understand and very useful.

4
Anonymous Author
This was a great course with a lot of useful information.

5
Anonymous Author
Great review of SOX materiality concepts and definitions.

3
Member's Profile
I have completed the course and have no further comments.

5
Anonymous Author
I enjoyed this course, and I found it very informative.

5
Member's Profile
Very helpful information, excellently presented course!

5
Member's Profile
Informative - not much to comment on this course at all

5
Anonymous Author
I'm not an auditor but this was a great overview of Sox

5
Member's Profile
Good content and covers the main topics related to SOX

5
Anonymous Author
This was a helpful course and the slides were useful.

5
Member's Profile
Nice overview of assessing severity of deficiencies.

4
Member's Profile
good course for a refresher on Material weaknesses.

5
Anonymous Author
love this author. smart content. smart questions

4
Anonymous Author
A lot of very helpful information in this course.

4
Member's Profile
The examples were very helpful.

4
Anonymous Author
Good

Prerequisites
Course Complexity: Intermediate

No Advanced Preparation or Prerequisites are needed for this course. 

Education Provider Information
Company: Illumeo, Inc., 75 East Santa Clara St., Suite 1215, San Jose, CA 95113
Contact: For more information regarding this course, including complaint and cancellation policies, please contact our offices at (408) 400- 3993 or send an e-mail to .
Course Questions and Answers(2 Questions)
Member's Profile

Where can I find the presentations for this course, please

Member's Profile

Jacqueline: Presentation files are located under "Supporting Materials" for each course.

Instructor for this course
Course Syllabus
INTRODUCTION AND OVERVIEW
  Introduction to Sarbanes-Oxley (SOX) Difficulty of Assessing Material Impact6:17
Assessing Material Impact
  COSO Major Deficiency 12:30
  AU Section 325 6:42
  AS5 Definitions10:09
  Assessing Deficiency Impact 7:23
  Indicators of Material Weakness 4:34
  Examples 1 - 311:24
  Example 4 Sales Contract7:41
  Recent Material Witnesses 15:34
  Deficiency History and Restatement Study 7:54
  Earnings Impact on Restatement 14:54
CONCLUSION
  Course Summary 2:52
Continuous Play
  Sarbanes-Oxley Difficulty of Assessing Material Impact1:47:53
SUPPORTING MATERIALS
  Slides: Difficulty of Assessing Material ImpactPDF
  Difficulty of Assessing Material Impact Glossary/IndexPDF
REVIEW and TEST
  REVIEW QUESTIONSquiz
 FINAL EXAMexam