SEC Request for Comments 548

  • We received the note below from the NYSE. It indicates that the SEC is
    open to comment on SOX 404 through April 1 with responses posted at the site indicated in the first bullet
    ( Comments can be sent via e-mail to with ‘File Referene 4-497’ in the
    subject. Any attachments should be in Word (.doc) format.
    Again - comments must be in by APRIL 1…

    John Thain hosted a meeting at the NYSE with Bill McDonough and Board
    Members of the PCAOB, Alan Beller, Director of Corporate Finance and Don
    Nicolaisen, Chief Accountant at the SEC, and the heads of the eight
    largest accounting firms. The purpose of the meeting was to discuss the
    market impact on securities as companies file and disclose their own, as well as their independent auditor’s, assessment of Section 404 compliance; the cost and resources devoted to this effort; and implications for its future.
    While recognizing the critical importance of investor confidence, John
    encouraged a very practical assessment of the cost benefit analysis and
    a clear understanding of the intended and perhaps unintended consequences. There was an open mind with regard to the potential for
    fine-tuning of Section 404 on an implementation level.
    A number of important initiatives are underway:

    • The SEC is setting up a website to review directly, suggestions
      for change and improvement in SOX, particularly Section 404. The
      address for the website is: The SEC will treat all emails as they would public comments on any rule proposal. We encourage you to comment.
    • The SEC will conduct a public roundtable on April 13. We have
      attached the press release for information.
    • On March 2, the SEC announced a one-year extension for Section 404
      compliance for non-U.S. and non-accelerated U.S. reporting companies.
      The press release is attached.
    • On January 12, Stanford University sponsored a conference in New
      York entitled Investors, the Stock Market, and Sarbanes-Oxley Section
      Requirements. The panel of subject matter experts provided their views
      on Section 404, the potential reaction of the market to disclosure of
      deficiencies and weaknesses, and the need for further assessment to
      fully appreciate the cost benefit analysis. A copy of the summary
      by Stanford is attached for your information.
    • In May, John will chair two CEO/CFO forums at the NYSE. They are
      designed to provide additional feedback to the SEC. During these
      forums, we will evaluate the U.S. experience, draw lessons from the
      experience of accelerated filers, and make appropriate suggestions for
      change for our
      companies, both U.S. and non-U.S.
      We look forward to continued discussion of this very important
      legislation and welcome your views and comments.
      Catherine R. Kinney
      President and Co-Chief Operating Officer
      New York Stock Exchange
      Distribution List
      Chief Executive Officer
      Chief Financial Officer
      Investor Relations Contact

Log in to reply