SEC Approves Framework to Ease SOX Rules

The Securities and Exchange Commission approved a framework Wednesday for changes to rules under the Sarbanes-Oxley law that would ease requirements for companies and the auditors responsible for their records.

Sarbanes-Oxley, which arose from the 2002 corporate scandal, mandates that public companies assess the strength of their internal checks and balances to guard against fraud.

The vote by the five SEC commissioners was unanimous to support building more leeway into the rules, especially rules for auditors being written by the independent board that oversees the accounting industry. The commissioners debated the changes, proposed by the SEC staff, at a public meeting that featured differences over a crucial part of the Sarbanes-Oxley law.

The proposed changes are intended "to eliminate waste and duplication" for companies that must comply with Sarbanes-Oxley, particularly smaller companies that will be governed by the law later this year, according to the SEC.

"These needed improvements in the Sarbanes-Oxley process are especially urgent for smaller companies," said SEC Chairman Christopher Cox.

The framework calls for greater use of an approach based on principles rather than iron-clad rules. That is in line with one of the recommendations of an influential private-sector group that has been pushing for eased business laws and regulations.

Commissioner Paul Atkins, a conservative Republican, said the current law contains numerous duplications in the process and "an incredible amount of needless work." Democrat Roel Campos raised concerns about auditors potentially focusing only on the financial controls that present the biggest potential financial risk.

The SEC and the Public Company Accounting Oversight Board have been working for several months to resolve differences over the rules. A number of experts and investor advocates complain that the SEC is strong-arming the board in a bid to weaken current regulatory standards.

Officials of the SEC and the accounting board say they are striking a balance between protecting investors and reducing the arduous financial record keeping now required of corporations.

Business interests, especially technology companies and smaller businesses, have lobbied vigorously in recent years for a softening of the rules under Section 404 of the 2002 law, complaining that it is overly burdensome and costly.

The SEC and the oversight board want the final rules in place by June so that they will apply to audits of all 2007 financial statements.

Mark W. Olson, the accounting board's chairman, said at Wednesday's meeting that "it is premature to say how the board will act on any particular issue, nor to commit to any course of action on behalf of the board."

The proposed changes endorsed by the SEC would:

  • Allow tailoring of company audits to take into account the "particular circumstances" of a business.
    Encourage auditors to use their own judgment in the process.

  • Allow flexibility for auditors in determining when they can rely on work previously done by others.

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