SEC, Conforming With Dodd-Frank Act, Exempts Small Cos. From Internal Control Audits
Earlier today (Sept. 15) the SEC issued a Final Rule exempting small companies (non-accelerated filers) from Sarbanes-Oxley Section 404(b), the external auditor's report on internal control. The exemption is effective immediately, and has been issued in accordance with new Section 404(c) of Sarbox, enacted as part of the Dodd-Frank financial reform act signed into law in July.
Specifically, footnote 11 of the SEC's Final Rule defines non-accelerated filers indirectly by describing what constitutes 'accelerated' filers and 'large accelerated filers' as follows:
Although the term “non-accelerated filer” is not defined in Commission rules, we use it throughout this release to refer to a reporting company that does not meet the definition of either an “accelerated filer” or a “large accelerated filer” under Exchange Act Rule 12b-2. Under Exchange Act Rule 12b-2, an accelerated filer is an issuer that “had an aggregate worldwide market value of the voting and non-voting common equity held by its non-affiliates of $75 million or more, but less than $700 million, as of the last business day of the issuer’s most recently completed second fiscal quarter” and a large accelerated filer is an issuer that “had an aggregate worldwide market value of the voting and non-voting common equity held by its non-affiliates of $700 million or more, as of the last business day of the issuer’s most recently completed second fiscal quarter”. In addition, for both definitions, the issuer needs to have been subject to reporting requirements for at least twelve calendar months, have filed at least one annual report, and not be eligible to use the requirements for smaller reporting companies for its annual and quarterly reports.
The exemption is specified in the SEC's Final Rule as follows:
The Commission is adopting amendments to its rules and forms to conform them to new Section 404(c) of the Sarbanes-Oxley Act,7 as added by Section 989G of the Dodd-Frank Act.8 Section 404(c) provides that Section 404(b) of the Sarbanes-Oxley Act shall not apply with respect to any audit report prepared for an issuer that is neither an accelerated filer nor a large accelerated filer as defined in Rule 12b-29 under the Exchange Act.[footnote 10] Prior to enactment of the Dodd-Frank Act, a non-accelerated filer[footnote 11] would have been required, under existing Commission rules, to include an attestation report of its registered public accounting firm on internal control over financial reporting in the filer’s annual report filed with the Commission for fiscal years ending on or after June 15, 2010.
Other provisions of the Dodd-Frank Act of interest to accountants and financial professionals can be found in this article by Matthew Lamoreaux in the Sept. 10 issue of the AICPA's Journal of Accountancy, Financial Regulatory Reform: What You Need To Know.
SEC Posts Notice of Filing and Comment Period on PCAOB Suite of Risk Assessment Standards
Perhaps coincidentally (perhaps not), the SEC also posted on Sept. 15 Notice of Filing of Proposed Rules on Auditing Standards Related to the Auditor's Assessment of and Response to Risk and Related Amendments to PCAOB Standards (the PCAOB's suite of new risk assessment standards). The Notice of Filing and Comment Period process by the SEC on PCAOB final rules was written into the original Sarbanes-Oxley Act, and is standard operating procedure. The comment period to the SEC ends 21 days following publication of the Notice in the Federal Register.