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Thursday, May 25, 2006

Where has Section 304 Gone?

A reader writes,
Does the SEC make available to the public a database of enforcement for section 304 of sox? i.e. the amounts of money recovered from CEOs and CFOs for periods when financial statements must be restated? I fear that enforcement may be non-existent.

Larry
Springfield, MO

Unfortunately, I've not been able to turn up much. A May 2, 2006 article from Fortune "CEO pay: They didn't earn it - and should return it" questions the strength of this section in the Sarbanes Oxley act. Matthew Boyle fine job summing it up - even as law, it has to be put into practice to have teeth.


Taken directly from the act, Section 304 reads:
SEC. 304. FORFEITURE OF CERTAIN BONUSES AND PROFITS.

(a) ADDITIONAL COMPENSATION PRIOR TO NONCOMPLIANCE WITH COMMISSION FINANCIAL REPORTING REQUIREMENTS.—If an issuer is required to prepare an accounting restatement due to the material noncompliance of the issuer, as a result of misconduct, with any financial reporting requirement under the securities laws, the chief
executive officer and chief financial officer of the issuer shall reimburse the issuer for—

(1) any bonus or other incentive-based or equity-based compensation received by that person from the issuer during the 12-month period following the first public issuance or filing
with the Commission (whichever first occurs) of the financial document embodying such financial reporting requirement; and

(2) any profits realized from the sale of securities of the issuer during that 12-month period.

(b) COMMISSION EXEMPTION AUTHORITY.—The Commission may
exempt any person from the application of subsection (a), as it
deems necessary and appropriate.
This seems like a great idea - if the incentive compensation wasn't earned, it shouldn't be paid. Yet oddly, this element seems to have largely gone by the wayside.

I would welcome any feedback or insight on how this section is being monitored or administered.




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Wednesday, May 24, 2006

It's All about Transparency - XBRL Adoption Spreads

XBRL is not a pretty acronym, but it sure has a sweet sound to my ears.

A recent SEC release "More Companies Decide to Furnish SEC Reports Using Interactive Data" reports that adoption is spreading, with 20 companies now providing financial results in XBRL. If you still haven't figured out what this means, consider this vision of XBRL-powered financials:

Interactive data permits individual investors and analysts to quickly search for
individual items of information from financial reports, such as net income,
executive compensation, or mutual fund expenses. It also enables them to
download selected information directly into financial software. In the
near future, it is hoped that popular Internet applications will permit
automatic, real-time delivery of SEC financial data direct to anyone's desktop.

I love the positive pressure that first-movers exert on others, and when the first include the likes of 3M Company, General Electric and Microsoft, you have to wonder how long it is before others feel compelled to follow.

More details on SEC's efforts with XBRL and Interactive Data.




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