Recently the AICPA has issued a checklist designed to assist the directors of a company which has received an adverse report on the effectiveness of its internal control over financial reporting.
The first part of the Checklist contains an overview of the legal and regulatory requirements concerning internal control over financial reporting, and defines some of the key terms. The remainder of the Checklist identifies steps the audit committee might take when faced with an adverse report on internal controls.

A copy of the Checklist is available on the AICPA Web Site: http://www.aicpa.org/index.htm
Once at the site, select "Audit Committee Effectiveness Center" in the column on the left, and then select the checklist under "Spotlight Area" on the right.