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March 30, 2009: Rep. Gregory Meeks introduced to the 111th Congress H.R. 1797, The Compete Act, "To reform certain provisions of section 404 of the Sarbanes-Oxley Act of 2002 to make compliance with that section more efficient, with the goal of maintaining United States capital market global competitiveness." The bill was referred to the House Committee on Financial Services. January 8, 2009: SEC Chair, Mary Schapiro, answers questions from the Senate during her nomination process. "Regarding, SOX 404, accurate, robust, and easy-to-understand financial reporting -- and the internal controls that guarantee it -- are critically important to investors and to the efficient functioning of our markets. Right now, we have a system where some issuers are complying with 404 and others are still exempt from it. It’s time that we bring uniformity to the system so that investors know what to expect from companies, while being sensitive to the needs of small businesses. I look forward to working with the small business community in making sure they have the tools they need to comply with 404." [Note: This position is in contrast to the prior annual extensions for small businesses, with the most recent extension expiring December 15, 2009. The SEC provides the "Sarbanes-Oxley Section 404 Guide for Small Businesses."] 2009: PWC publishes its annual "State of the internal audit profession". In it, the study states that internal audit departments are expected to do more with less, as budgets remain flat or are decreased; internal audit departments must ensure that their priorities are aligned with executive management's priorities and that they are communicating with executive management effectively; and that internal audit departments need to address strategic and business risk more, rather than just operations, compliance, and financial reporting. October 2008: The Auditing Standards Board of the AICPA issued SSAE 15, "An Examination of an Entity's Internal Control Over Financial Reporting that is Integrated with an Audit of its Financial Statements". Among other things, the AICPA updated the definitions of 'material weakness' and 'significant deficiency'. In November 2008, the GAO provided guidance for GAGAS audits to use the new definitions. August 28, 2008: The SEC issued a Final Rule pertaining to the Sarbanes-Oxley Act. The rule is titled "Management's Report on Internal Control over Financial Reporting and Certification of Disclosure in Exchange Act Period Reports." An excerpt from the Final Rule is as follows: "companies [are required] to include in their annual reports a report of management on the company's internal control over financial reporting. The internal control report must include: a statement of management's responsibility for establishing and maintaining adequate internal control over financial reporting for the company; management's assessment of the effectiveness of the company's internal control over financial reporting as of the end of the company's most recent fiscal year; a statement identifying the framework used by management to evaluate the effectiveness of the company's internal control over financial reporting; and a statement that the registered public accounting firm that audited the company's financial statements included in the annual report has issued an attestation report on management's assessment of the company's internal control over financial reporting. Under the new rules, a company is required to file the registered public accounting firm's attestation report as part of the annual report. Furthermore, we are adding a requirement that management evaluate any change in the company's internal control over financial reporting that occurred during a fiscal quarter that has materially affected, or is reasonably likely to materially affect, the company's internal control over financial reporting. Finally, we are adopting amendments to our rules and forms under the Securities Exchange Act of 1934 and the Investment Company Act of 1940 to revise the Section 302 certification requirements and to require issuers to provide the certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002 as exhibits to certain periodic reports." |
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November 4, 2009: Approved by the House Financial Services Committee was HR 3817, The Investor Protection Act, "To provide the Securities and Exchange Commission with additional authorities to protect investors from violations of the securities laws, and for other purposes." Included in the Act as Title VI are minor amendments to the Sarbanes-Oxley Act of 2002. |
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1Q09 and 2008 News: |
October 8, 2009: Introduced in the House was HR 3775, The Small Business SOX Compliance Relief Act, "To exempt certain small businesses from the attestation requirement of section 404 of the Sarbanes-Oxley Act of 2002." The bill remains in the House Financial Services Committee. October 2, 2009: The SEC issued a press release stating that public companies with a market capitalization under $75M will be required to comply with Section 404 of the Sarbanes-Oxley Act beginning June 2010 and that this would be the last extension by the Commission. May 18, 2009: The Supreme Court accepted to hear a case that argues the Public Company Accounting Oversight Board was established under the Sarbanes-Oxley Act of 2002 in a manner that "violates separation-of-powers rules." The Supreme Court plans to hear the case in its next term, which begins in October. (Reuters, May 18, 2009 2:18pm EST) |
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