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Wednesday, April 16, 2008

Cox Seeks $1B Boost from Congress

Securities and Exchange Commission chairman Christopher Cox asked Congress to approve his nearly $1 billion budget request for fiscal year 2009.

If lawmakers agree the SEC needs its first budget increase in three years, the commission will have realized a roughly 4 percent increase and be able to keep its staff levels the same as fiscal year 2007, Cox testified during an appropriations hearing before a House subcommittee on Wednesday. The SEC currently employs about 3,470 full-timers.

Cox Seeks $1B Boost from Congress

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Thursday, April 10, 2008

SOX Life Blog: Flagging the "SEC's SOX for Small Business Reference"

Dreading your pending SOX initiative? Or the thoughts of IPO? Or how you might refine your implementation?

Hopefully, "Sarbanes-Oxley Section 404A Guide for Small Business" from the SEC takes some of the sting out of it. This incorporates much of the thinking and discussion in the last 18 months about "how much is enough" for small business. I also think it gives existing implementations an interesting viewpoint from which to re-assess their current environment.

SEC's SOX for Small Business Reference

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How Long Should It Take to Restate?

Sometimes after announcing they need to restate their financials, companies go into shutdown mode. For up to two years, investors won't see a regulatory filing or hear a significant financial peep while a company tidies up its past.

The Securities and Exchange Commission's Advisory Committee on Improvements to Financial Reporting (CIFR) hopes to reduce the frequency of these so-called dark periods. During a panel held by the Center for Audit Quality (CAQ) on Tuesday, CIFR chairman Robert Pozen suggested that some of these restatements could be resolved more easily through an 8-K filing that corrects an error but spares the company from having to go through all of its old financials with a jeweler's loupe.

How Long Should It Take to Restate?

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Monday, February 25, 2008

Speech By SEC Commissioner Kathleen L. Casey: Corporate Governance Issues And Trends

Excerpt from comments on Competitiveness

In the last year, three major studies have called into question U.S. competitiveness. Each concludes that America is losing ground to foreign markets. They suggest that these trends may be caused by foreign markets developing and evolving — no more than a natural growth and maturation in markets abroad.

But they also question whether America's regulatory climate dissuades investment in our markets. For example, one of the reports concludes that our competitiveness concerns derive from needed reform in our legal system and regulatory approach.

In response to these reports, some argue that we must act now, or we will forever lose our competitive edge. Others warn that the concern is overblown and that any reforms would be a 'rollback' of investor protections and could be catastrophic for investors' interests.

For my part, I do not believe this is necessarily a binary choice. On the one hand, the sky is not falling — America's capital markets remain rich, deep, vibrant and attractive; and while we may be losing global market share, there are likely many reasons for this trend, not all of our own making.

Speech By SEC Commissioner Kathleen L. Casey: Corporate Governance Issues And Trends

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Tuesday, February 05, 2008

SEC Begins Small Business Costs and Benefits Study of Sarbanes-Oxley Act Section 404

The Securities and Exchange Commission today announced that its professional staff has commenced a cost-benefit study of an upcoming auditor attestation requirement for smaller companies under Section 404(b) of the Sarbanes-Oxley Act of 2002.

The study will collect and analyze extensive "real world" cost and benefit data from a broad array of companies currently complying with Section 404 under newly-issued guidance for companies and auditors. The new guidance for management and the new auditing standard were intended to reduce the compliance costs of Section 404 while strengthening its focus on material controls. In addition to assessing the Section 404 cost reductions resulting from the Commission's recent actions, the final report also will inform any decision to improve the efficiency and effectiveness of Section 404 implementation.

SEC Begins Small Business Costs and Benefits Study of Sarbanes-Oxley Act Section 404

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Thursday, December 13, 2007

FEI Members on Panels; FEI Committee on Corporate Reporting Comments on Concept Release

Four members of Financial Executives International (FEI), an association of senior financial executives, are among panelists appearing on the SEC’s IFRS roundtables. FEI members participating on today’s panel are Gregg L. Nelson, VP, Accounting Policy and Financial Reporting at IBM Corporation and Matthew Hilzinger, SVP and Corporate Controller, Exelon Corporation. The December 17 panel includes FEI members Mick Homan, Comptroller, Corporate Accounting, Procter & Gamble Corporation, and Margaret (Peggy) Smyth, VP and Controller, United Technologies Corporation.

Homan, Nelson and Smyth are members of FEI’s Committee on Corporate Reporting (CCR). CCR provided a comment letter to the SEC on November 15, in response to SEC’s Concept Release on whether to permit or require U.S. companies to file their financial statements with the SEC in IFRS.

CCR’s comment letter supported permitting U.S. companies the option of voluntary adoption of IFRS. If the SEC were to decide to make IFRS mandatory, CCR said in its November 15 letter that mandatory adoption by all companies could come ‘no sooner than 2012.’

“CCR strongly supports providing a choice in the near term to U.S. issuers to prepare financial statements in accordance with IFRS as published by the International Accounting Standards Board,” said the CCR letter, signed by CCR Chair Arnold C. Hanish, EVP and Chief Accounting Officer, Eli Lilly and Co.

However, CCR’s letter added, “It is important to acknowledge that the prospect of allowing U.S. companies to file on the basis of IFRS has very different implications for the broad array of U.S. companies that form the membership of FEI.”

FEI Members on Panels; FEI Committee on Corporate Reporting Comments on Concept Release

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Monday, November 19, 2007

GAO Flunks SEC's Internal Controls

The Government Accountability Office said Monday that the Securities and Exchange Commission had a material weakness in the internal controls over its financial reporting.

The GAO's report said that data related to accounts receivable balances is processed manually at the SEC in a manner that is prone to error and could result in inaccurate financial reporting by the agency. The news is a blow to the SEC, which was criticized by the GAO in 2006 for the same manual processes, but narrowly avoided a material weakness by putting in place extra controls to compensate for them. The GAO said those controls were not effective in 2007.

GAO Flunks SEC's Internal Controls

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Monday, October 22, 2007

PCAOB Told to Plan for Global Standards

Members of the Public Company Accounting Oversight Board's advisory group are split on the question of how hard it would be for the auditing profession to adapt to International Financial Reporting Standards.

In light of a recent Securities and Exchange Commission proposal that U.S. companies should be given the choice between IFRS and U.S. generally accepted accounting principles, some PCAOB advisers worried that such a choice would overly burden accounting professors who are already strapped for resources. They also questioned whether the International Accounting Standards Board's version of IFRS is of high enough quality to meet U.S. regulators' and investors' expectations. The IASB expressed similar worries on Thursday.

The larger accounting firms, however, assured the advisory group that they have been training their staffs on using IFRS. Perhaps surprisingly, a member of the Financial Accounting Standards Board spoke in favor of a move to international standards.

PCAOB Told to Plan for Global Standards


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Tuesday, May 29, 2007

10 Threats to SOX Compliance for Smaller Public Companies

Lord & Benoit, a leading Sarbanes-Oxley research and consulting firm, is applauding the efficiencies and affordability of this week's PCAOB and SEC actions requiring smaller public companies to comply with Sarbanes-Oxley this year. To help CFOs to navigate wisely through the process, Lord & Benoit just published a study, 10 Threats to SOX Compliance for Smaller Public Companies.

In summarizing the results, Lord & Benoit suggests this list should be used by CFOs as a starting point for a macro-level risk assessment at smaller public companies. Identifying potential concerns, developing action plans to remediate these risks, and taking quick action can minimize the likelihood of an adverse Section 404 report at the end of the first year of compliance.

10 Threats to SOX Compliance for Smaller Public Companies

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Wednesday, May 23, 2007

Getting SOX Right

Recent talk of overhauling accounting regulations has the potential to turn the business world upside down.

Last week, Federal Reserve Chairman Ben Bernanke argued in favor of the U.S. developing a U.K.-style, principles-based, risk-focused approach in its financial market regulation. This comes only a few weeks after the chairman of the Securities and Exchange Commission, Christopher Cox, said the U.S. and Europe should be able to achieve a single accounting standard by 2009. But perhaps more urgent, on Wednesday the SEC is expected to release its final guidance to management for implementing Section 404 of the Sarbanes-Oxley Act of 2002.

The SEC is certainly keeping busy, but is it taking the right approach?

Getting SOX Right

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Saturday, May 19, 2007

Just Days Away: The Fate of 404

For many corporate critics of the Sarbanes-Oxley Act, the 2002 law has become synonymous with added cost and work. But when they've voiced their frustration with regulators and congressmen, asking them to amend or repeal the law, they're usually talking about just one of its provisions: Section 404.

After nearly five years of hearing concerns about uncertainty regarding management's responsibilities under 404 and complaints about burdensome audits under its companion auditing standard, the Securities and Exchange Commission may formally make the first change to the provision before Memorial Day weekend. In back-to-back meetings, the SEC will vote on its proposed management guidance for complying with the internal-control rule on May 23, and the Public Company Accounting Oversight Board will decide whether to adopt its new companion auditing standard on May 24.

Just Days Away: The Fate of 404

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Wednesday, May 16, 2007

SEC Faces Some Crucial Questions

In the coming weeks, the Securities and Exchange Commission must decide a series of critical issues worth billions of dollars to the business community: from how far to cut back accounting rules to whether it should side with investment banks or shareholders in a Supreme Court case.

The nation's premiere markets watchdog is operating in the wake of complaints that government clamped down too tightly on business practices after financial scandals from Wall Street to Main Street. Several crucial decisions the SEC is about to make will determine the course of financial regulation in the coming year -- and will offer indications about whether the agency will respond to the concerns of either investors or industry.

SEC Faces Some Crucial Questions

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Tuesday, May 08, 2007

SARBANES-OXLEY ADVICE FOR SMALLER PUBLIC COMPANIES

Up to now, smaller public companies -- usually those with just less than $75 million in public equity -- have not been required to comply with Section 404 of the Sarbanes-Oxley Act. That section requires that a public company's management file a report on its assessment of the company's internal control over financial reporting -- including the financial work that passes through IT. It also requires the company's auditors attest to the quality of the company's internal control over financial reporting in the auditor's annual report.


The Securities and Exchange Commission (SEC) itself has recognized the challenges for smaller companies: smaller companies typically don't have full-time financial controllers; managers in smaller companies have a broad span of control, and this could lead to management override of financial controls; and smaller companies are more dynamic and don't have well-documented processes. Your company may have a lot of work to do to produce a report that makes investors feel confident about your numbers -- even if you are the most honest company.



SARBANES-OXLEY ADVICE FOR SMALLER PUBLIC COMPANIES

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Sunday, April 29, 2007

SEC's Cox sees common accounting standards by 2009

Cox was appearing on a panel at the German Marshall Fund Brussels Forum. In other comments, he said the SEC was proving able to modify the U.S.'s Sarbanes-Oxley legislation to meet European concerns and that he expected the accounting progress to become a key part of a new transatlantic partnership on eliminating regulatory divergences.
U.S. President George W. Bush and German Chancellor Angela Merkel are due to sign a new regulatory partnership Monday in Washington. The deal will create a transatlantic council to set priorities.
Accounting standards are a "wonderful example," a "tangible result" of what the new accord can achieve, Cox said. Progress towards common accounting standards is "going swimmingly," he added. Specifically, he said the SEC was already willing to allow foreign issuers of securities to report results either in the IFRS international standards or the U.S. GAAP standards. It soon will consider whether allowing U.S. issuers to have a similar choice, he added.

SEC's Cox sees common accounting standards by 2009

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Thursday, April 19, 2007

Will the SEC Embrace a Softer Sarbanes-Oxley?

When the Sarbanes-Oxley (SOX) Act was passed by Congress and signed into law in 2002, its goal was to protect investors through increased disclosure and stiffened internal controls. The law was passed following accounting frauds at Enron, WorldCom and other U.S. companies.

But on April 4, 2007, the Securities and Exchange Commission announced it will revisit some of SOX's rules. The primary focus will be the heavy financial costs of Section 404, which requires auditors of most publicly listed companies to verify the effectiveness of the company's internal controls and procedures for financial reporting.

Will the SEC Embrace a Softer Sarbanes-Oxley?

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Tuesday, April 17, 2007

User's Guide to SEC Pay Disclosure Rules

As CFOs tussle this proxy season with the complexities of the Securities and Exchange Commissions new disclosure rules for executive pay, Moody's Investors Service is coming out with a user's guide to help shareholders benefit from the disclosures.

By calling for more information from companies, the SEC rules reveal "the way performance incentives influence management behavior and retention of top-level executive talent," said Mark Watson, managing director of the rating service's Corporate Governance Group and a co-author guide. "We believe compensation is a determinant of management behavior that indirectly affects credit quality."

User's Guide to SEC Pay Disclosure Rules

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Monday, April 16, 2007

SEC's key accounting guru working to streamline rules

For thousands of investors and executives at publicly traded companies, Conrad Hewitt may be one of the most important Washington civil servants they've never heard of.

The chief accounting guru at the Securities and Exchange Commission (SEC), Hewitt stands at the center of burning policy debates — from how far to cut back on corporate reforms imposed after the Enron debacle to which executives are to be punished for manipulating their companies' numbers.

Hewitt, 70, came to the job in August in the twilight of a long career as a California banking regulator and a partner at Ernst & Young, one of the nation's four largest accounting firms.

SEC's key accounting guru working to streamline rules

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Gulf between US and international accounting standards remains

Companies from overseas that are listed in the US are still facing considerable differences between international and US accounting standards, Ernst & Young has stated.

The accounts of 130 foreign private issuers filed with SEC had more than 200 differences between the International Financial Reporting Standards (IFRS) and the US Generally Accepted Accounting Principles (GAAP), Accountancy Magazine reports.

Areas with the most substantial differences were pensions, business contributions and financial instruments.

Gulf between US and international accounting standards remains

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Thursday, April 05, 2007

SEC Tells Staff to Revise AS5

The Securities and Exchange Commission is sending its accounting staff to work with the Public Company Accounting Oversight Board on additional revisions to the auditing standard that has been criticized by public companies and legislators for creating costly audits of internal controls.

At a Wednesday SEC hearing, staff members of the Office of the Chief Accountant asked the commissioners for permission to work with the PCAOB to address several concerns that were raised during the current public comment period on the revised Auditing Standard No. 2 — which both regulators loosely refer to as AS5. Saying the staff will be "fine-tuning" AS5, the commissioners voted unanimously on all the staffers' requests.


SEC Tells Staff to Revise AS5

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Wednesday, March 28, 2007

SEC Charges Two for Enron's Brazil Deal

The Securities and Exchange Commission has charged two former Enron lawyers for their role in the sale of a Brazilian power project to one of the company's infamous partnerships.

The SEC alleged that Jordan H. Mintz, former vice president and general counsel of Enron's global finance group, and Rex R. Rogers, former vice president and associate general counsel, of making material misrepresentations and omitting material disclosures from the company's public filings. According to the commission, the misconduct concerned Enron's 1999 sale of an interest in a troubled power project in Cuiaba, Brazil, to a related party called LJM Cayman (a.k.a. LJM1), controlled by then-chief financial officer Andrew Fastow.

SEC Charges Two for Enron's Brazil Deal

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Saturday, March 24, 2007

Foreign firms' deregistration rules eased

By unanimous vote, the SEC's five commissioners approved a rule that would allow a foreign company to terminate its registration if the average daily U.S. trading in its securities amounts to no more than 5% of worldwide trading.

The measure also contains investor protections, by requiring companies to wait 12 months to deregister or to have already met the trading volume standard when they delist.

The rule is also timed to allow companies to avoid a deadline to comply with a much-criticized part of the 2002 Sarbanes-Oxley law that requires what many businesses call expensive and time-consuming checks on accounting and internal controls.

Foreign firms' deregistration rules eased

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