Name
The Usefulness of Managers’ Internal Control Disclosures
Date & Time
Tuesday, July 7, 2026, 10:15 AM - 10:40 AM
Description
This paper examines whether managers’ internal control disclosures under Section 302 (SOX 302) of the Sarbanes-Oxley Act provide useful information for predicting subsequent auditor attestations under Section 404 (SOX 404). This study distinguishes between two components of SOX 302 disclosures: managers’ mandated binary conclusions of internal control effectiveness and the accompanying qualitative narratives, which managers have greater discretion over, such as remediation updates and control changes. Using text-based measures and a machine learning approach (RUSBoost), this study compares predictive performance across models incorporating different information sets of SOX 302 disclosures.
The results show that SOX 302 disclosures contain predictive signals about forthcoming SOX 404 audit opinions. Interestingly, the narrative content of SOX 302 disclosure outperforms managers’ binary conclusions in predictive performance. These findings suggest that discretionary narratives provide richer and more forward-looking insights into internal control effectiveness than managerial binary conclusions. This study, then, further examines market reactions to realized SOX 404 outcomes in the fourth quarter to infer how investors process SOX 302 information when forming expectations of SOX 404 audit opinions. The evidence shows that surprises based on managerial binary conclusions have a stronger impact on market reactions than those based on SOX 302 narratives, indicating that investors pay limited attention to the SOX 302 narratives, even though they give a more accurate predictive signal for forthcoming SOX 404 opinions.
Overall, this paper highlights a disconnect between the informational usefulness of discretionary narrative in SOX 302 disclosures and their actual use by market participants. The findings clarify the informational role of SOX 302 disclosures and offer implications for improving the use of these discretionary disclosures in capital markets.
Speakers
Keywords
Internal control over financial reporting (ICFR), SOX 302 disclosures, SOX 404 audit opinions, narrative disclosure, discretionary disclosure, machine learning prediction (RUSBoost)
Theme
FINANCIAL ACCOUNTING
Author 1
CHANGJU LEE