Regulatory Updates
The following 182 items are listed by date.
August 30, 2010 Dodd-Frank Legislation Impact Reaches Beyond Financial Institutions to Affect All U.S. Listed Companies The Dodd-Frank Wall Street Reform and Consumer Protection Act (the "Act") is widely considered to be one of the most comprehensive reforms of the U.S. financial industry in decades. Passed earlier this summer, most provisions of the Act relate primarily to banks and the financial regulatory system. While the headlines focus on the financial services industry, public companies in general need to recognize that the new legislation also has a significant impact on corporate governance and executive compensation practices in general. These provisions cut across all industries. This Flash Report is intended to provide a high level overview of certain provisions of the Dodd-Frank Act and its implications for companies. CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Audit Committee & Board, Whistleblower/Complaint Reporting, Compliance, Laws & Regulations July 26, 2010 Congress Passes Finance Reform Bill with Section 404(b) Exemption for Non-Accelerated Filers While there are many provisions in the new U.S. financial reform legislation that are commanding the headlines, one provision of interest to smaller public companies relates to Section 404(b) of the Sarbanes-Oxley Act. The new legislation provides that companies with a public float below $75 million (the so-called “non-accelerated filers”) will be exempt from complying with the attestation requirements of Section 404(b) of the Sarbanes-Oxley legislation. Under Section 404(b), the companies’ auditors are required to issue an opinion on the effectiveness of the audit client’s internal control over financial reporting (ICFR). However, such companies must still file an internal control report in accordance with Section 404(a) in which management must make an assertion as to the effectiveness of internal control over financial reporting. CONTENT AREA: Regulatory Updates TOPICS: Sarbanes-Oxley Act, External Auditor, Section 404 - Internal Control Reporting, PCAOB, Reporting/Disclosure July 12, 2010 Visa Data Security Alert – PCI Risks in Outsourced E-Commerce Environments Information Technology The scope of the Payment Card Industry - Data Security Standard (PCI-DSS) covers systems that store, process or transmit cardholder data. In traditional e-commerce architecture, this includes public web servers as well as any back-end infrastructure such as additional web tiers, database servers and network infrastructure supporting transaction processing. Outsourcing web-based shopping carts is a common best practice for reducing PCI scope. CONTENT AREA: Regulatory Updates TOPICS: Consumer Products & Retail Industry, IT Controls, IT Infrastructure, IT Strategy July 5, 2010 Supreme Court Issues Ruling on Constitutionality of PCAOB – PCAOB Flash Report The U.S. Supreme Court issued its long-awaited decision on Free Enterprise Fund V. Public Co. Oversight Board. In its opinion, the Court found that the restriction on removal of Public Company Accounting Oversight Board (PCAOB) members under the Sarbanes-Oxley Act of 2002 violates separation of powers principles under the Constitution. The Court’s opinion does not call into question any action taken by the PCAOB since its inception. Therefore, all of the PCAOB’s auditing standards, as approved by the SEC, remain in force. This opinion is discussed further in this Flash Report. CONTENT AREA: Regulatory Updates TOPICS: Sarbanes-Oxley Act, PCAOB, Section 404 - Internal Control Reporting, Laws & Regulations May 17, 2010 U.K. Bribery Act: Important Implications to Doing Business in the United Kingdom Last month, the U.K. Parliament passed the country's first major overhaul of its anti-corruption laws in more than a century, putting companies operating in the United Kingdom under very stringent anti-corruption regulation and going even further than the requirements set down by the Foreign Corrupt Practices Act in the United States. This so-called Bribery Act introduces a new offense that makes corporations operating in the United Kingdom automatically liable for bribes paid on their behalf. The attached Flash Report provides an overview of the provisions of the Act as well as recommendations as to what companies should do to respond. CONTENT AREA: Regulatory Updates TOPICS: Compliance, Ethics, Fraud, Laws & Regulations March 22, 2010 SEC Publishes Interpretive Guidance on Climate-Change Disclosure (证交会发布有关气候变化的披露准则解释指引) 2010年1月27日，美国证券交易委员会（简称“证交会”）经投票后决定向上市公司提供解释指引，以指导其在应对涉及气候变化的商业活动或法律事项时应如何运用证交会现行披露准则。证交会的解释指引着重强调了四个方面可能会引发有关气候变化的披露，而这些披露主要体现在主要风险因素的披露、管理层讨论与分析（MD&A），以及在某些情况下，企业的业务描述部分。 CONTENT AREA: Regulatory Updates TOPICS: Financial Reporting, Compliance, Laws & Regulations, China March 8, 2010 Landmark Case Could Be a Game Changer: E-discovery is No Longer Just a Legal Issue Last month, a court order laid down criteria for evaluating discovery conduct that potentially impacts the risk profile of every company involved in U.S. litigation. For C-level executives that have had difficulty staying with the e-discovery conversation in the past, now is the time to pay attention. Given the potential impact to the risk profile of organizations involved in U.S. litigation, the objective of issuing this Flash Report is to supplement and highlight the legal analyses with the business message to help executives outside of the legal department understand what this ruling really means from a nonlegal point-of-view. CONTENT AREA: Regulatory Updates TOPICS: Audit Committee & Board, Risk Management & Assessment, Investigations/Forensics, Ethics, Fraud, Laws & Regulations March 8, 2010 The IIA Proposes Revisions and New Standards to its International professional Practices Framework On February 15, 2010, The Institute of Internal Auditors (IIA) opened a 90-day comment period on proposed revised and new Standards for the International Standards for the Professional Practice of Internal Auditing. The IIA’s Internal Audit Standards Board (IASB) periodically reviews all of The IIA’s guidance (at least once every three years). It is proposing three new Standards, 14 changes to existing Standards, deletion of two Standards, and edits and deletions to some glossary terms. CONTENT AREA: Regulatory Updates TOPICS: Internal Audit, Audit Committee & Board, Internal Audit Administration, Internal Controls, Training & Development February 22, 2010 SEC Publishes Interpretive Guidance on Climate-Change Disclosure On January 27, 2010, the Securities and Exchange Commission (SEC) voted to provide public companies with interpretive guidance on existing SEC disclosure requirements as they apply to business or legal developments relating to the issue of climate change. As a result, the SEC has published interpretative guidance that highlights four areas as examples where climate change may trigger disclosure requirements, primarily in the risk factors disclosure, management discussion and analysis (MD&A), and, in some cases, the company’s business description. CONTENT AREA: Regulatory Updates TOPICS: Financial Reporting, Compliance, Laws & Regulations February 8, 2010 SEC Provides Transition Guidance for New Proxy Disclosure Enhancements (证交会就新的委托书信息披露规定提供过渡性指引) 2009年12月22日，美国证券交易委员会(简称“证交会”)发布过渡性指引，说明有关加强委托书和信息披露要求的新规定。生效日期令公司大感困惑，且不清楚在不同情况下的遵守日期。本快报针对以上问题及其他问题，就过渡性指引的内容作出归纳。 CONTENT AREA: Regulatory Updates TOPICS: Compensation & Benefits, Financial Reporting, Corporate Governance, Audit Committee & Board, Risk Management & Assessment, Reporting/Disclosure, China February 1, 2010 Large U.S. Companies with U.K. Operations Must Comply with new Certification Process for Senior Accounting Officers Created by Schedule 46 of U.K. finance Act 2009 Effective for fiscal years beginning on or after July 21, 2009, HM Revenue & Customs (HMRC) in the U.K. has introduced Schedule 46 of Finance Act 2009. The objective of this new legislation is to ensure that senior accounting officers of large companies liable for taxes and duties in the U.K. are responsible for certifying that “appropriate tax accounting arrangements” have been established and maintained. This new certification requirement applies to large foreign companies with U.K. operations. Therefore, large U.S. companies with U.K. operations must comply. CONTENT AREA: Regulatory Updates TOPICS: Accounting/Finance, Taxation, Corporate Governance, Audit Committee & Board, United Kingdom February 1, 2010 MasterCard PCI Changes for Level 1 and 2 Merchants In June 2009, MasterCard announced that Level 1 and 2 merchants were required to use an independent qualified security assessor (QSA) to obtain a report on compliance (ROC) by December 30, 2010. MasterCard has now pushed back the date to June 30, 2011. In addition, some of the rules governing the process have changed. This Flash Report summarizes the changes announced by MasterCard in June and December 2009. CONTENT AREA: Regulatory Updates TOPICS: Consumer Products & Retail Industry, Technology, IT Audit, IT Controls, Risk Management & Assessment January 25, 2010 SEC Approves Enhanced Disclosure about Risk, Corporate Governance and Compensation (证交会批准关于加强风险、公司治理和薪酬披露的规定) 新规则将于2010年2月28日生效，集中关注公司问责，以及为投资者提供更多信息，帮助其作出知情表决和投资决策。一般来说，该生效日期意味着以日历年结算的公司必须在即将来临的年度报告和委托书提交期遵守新的披露要求。不过，目前尚不清楚那些在2010年2月28日前提交委托书，并计划在2月28日后举行年度股东大会的公司，是否必须遵守这些规则。本快报就上文提及的受新规则影响的每一领域进行评论。 CONTENT AREA: Regulatory Updates TOPICS: Compensation & Benefits, Corporate Governance, Audit Committee & Board, Reporting/Disclosure, China January 18, 2010 SEC Provides Transition Guidance for New Proxy Disclosure Enhancements On December 22, 2009, the Securities and Exchange Commission (SEC) provided transition guidance with respect to the implementation of its new rules enhancing the information provided to shareholders in proxy and information statements. Questions have arisen as to exactly what that effective date means and how it is applied in different situations. This Flash Report summarizes the transition guidance addressing these questions. CONTENT AREA: Regulatory Updates TOPICS: Compensation & Benefits, Financial Reporting, Corporate Governance, Audit Committee & Board, Risk Management & Assessment, Reporting/Disclosure January 11, 2010 Basel Committee on Banking Supervision Moves to Strengthen Bank Capital and Liquidity Frameworks While Harmonizing Cross-Border Supervisory Approaches On December 17, 2009, the Basel Committee on Banking Supervision (BCBS) issued two consultative documents intended to apply lessons of the financial crisis to strengthen bank capital and liquidity frameworks while harmonizing cross-border supervisory approaches. If the final versions of these revised standards for capital and liquidity management are consistent with these proposals, they could well have a significant impact on a financial institution’s, and the sector’s, collective ability to manage asset growth and its internal data collection and reporting capabilities. All told, the central purpose for these revisions is to emphasize the holding of higher-quality capital and widen the pool of risks it is to support. CONTENT AREA: Regulatory Updates TOPICS: Financial Services Industry, Basel, Compliance, Financial and Credit Risk December 21, 2009 SEC Approves Enhanced Disclosure about Risk, Corporate Governance and Compensation Effective Feb. 28, 2010, the new rules focus on corporate accountability and the need of investors for additional information that would enhance their ability to make informed voting and investment decisions. Generally, the effective date means the new disclosures begin in the upcoming annual reporting and proxy season for calendar year reporting companies. However, it is not clear whether a proxy statement filed prior to February 28, 2010 in conjunction with an annual shareholders meeting scheduled after February 28 must comply with these rules. The attached Flash Report adds more specifics regarding each of the aforementioned areas affected by these new rules, including commentary. CONTENT AREA: Regulatory Updates TOPICS: Compensation & Benefits, Corporate Governance, Audit Committee & Board, Reporting/Disclosure November 2, 2009 PCAOB Issues Report on First-Year Implementation of Auditing Standard No. 5 (上市公司会计监管委员会发布《第5号审计准则》首年实施情况报告) 最近，上市公司会计监管委员会(简称“PCAOB”)就《第5号审计准则：与财务报表审计相结合的财务报告内部控制审计》的首年实施情况发布了一份报告。该报告是由PCAOB于2007-2008年间，调查了八家美国大型注册会计师事务所实施的近250个财务报告内部控制审计项目后，根据调查结果编写而成。2008年财务报告内部控制审计调查的着眼点，是确定审计师是否有效调整了审计方法以符合《第5号审计准则》的要求，以及评估《第5号审计准则》的实施质量。 CONTENT AREA: Regulatory Updates TOPICS: Sarbanes-Oxley Act, External Auditor, PCAOB, Section 404 - Internal Control Reporting, Performance Management/Measurement, China October 26, 2009 SEC Defers Section 404 Attestation Requirement for Smaller Public Companies for the Last Time (证交会最后一次推迟小型上市公司提交404条款鉴证报告的合规日期) 今天，美国证券交易委员会(简称“证交会”)宣布，最小规模的上市公司(即市值低于7500万美元)必须在未来九个月之内开始遵守《萨班斯-奥克斯利法案》404(b)条款的鉴证要求。根据404(b)条款，外部审计师须就公司的财务报告内部控制的有效性出具审计意见。这是证交会第四次推迟小型上市公司遵守404(b)条款的日期。随附快报就上述内容进行了更详细的阐述，包括关于此次最后一次延期的原因。 CONTENT AREA: Regulatory Updates TOPICS: Audit Committee & Board, Sarbanes-Oxley Act, PCAOB, Section 404 - Internal Control Reporting, Internal Controls, China October 12, 2009 SEC Defers Section 404 Attestation Requirement for Smaller Public Companies for the Last Time Today, the SEC announced that the smallest public companies (those companies with a public float below $75 million) will begin complying in nine months with the attestation requirements of Section 404(b) of the Sarbanes-Oxley legislation. Under Section 404(b), the companies’ auditors are required to issue an opinion about the effectiveness of the audit client’s internal control over financial reporting (ICFR). This is the fourth extension of Section 404(b) for smaller public companies. This Flash Report adds more specifics to the above discussion, including how we know that this is the last extension. CONTENT AREA: Regulatory Updates TOPICS: Audit Committee & Board, Sarbanes-Oxley Act, PCAOB, Section 404 - Internal Control Reporting, Internal Controls October 5, 2009 PCAOB Issues Report on First-Year Implementation of Auditing Standard No. 5 Recently, the PCAOB published a report on the first-year of implementation of Auditing Standard No. 5, An Audit of Internal Control over Financial Reporting that Is Integrated with an Audit of Financial Statements (AS5). This report is based on the PCAOB’s inspections covering approximately 250 audits of ICFR by the eight largest domestic registered firms in 2007 and 2008. The focus of the PCAOB’s inspections was on determining whether auditors were effectively transitioning their audits to conform to AS5 and evaluating the quality of the firms’ implementation of AS5. CONTENT AREA: Regulatory Updates TOPICS: Sarbanes-Oxley Act, External Auditor, PCAOB, Section 404 - Internal Control Reporting, Performance Management/Measurement August 24, 2009 SEC Enforcement of Sarbanes-Oxley Clawback Provisions against an Executive Who Did Not Engage in Wrongdoing Raises the Stakes for Internal Control over Financial Reporting (证交会向无过失高管施行补偿规定，增加了财务报告内部控制风险) 2009年7月22日，美国证券交易委员会（简称“证交会”）向法院要求,下令一家专营汽车零部件的大型零售商的前任首席执行官偿还该公司及其股东400多万美元的奖金和股票出售利得。原因是他在获取这一报酬的同一时期，该公司正在进行会计欺诈活动，尽管他本人并未涉案。根据《萨班斯－奥克斯利法案》〈304条款〉的规定，明确了部分性质的奖金和所得须予以退回。证交会的此次执法行动举足轻重，这是首次援引〈304条款〉的“补偿”规定（clawback provisions），向并未被指控违反证券法的人员索回报酬。 CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Audit Committee & Board, Sarbanes-Oxley Act, Fraud, China, GRC August 10, 2009 SEC Proposes New Proxy Disclosures and Solicitation Enhancements (证交会建议加强委托书的信息披露和征集工作) 2009年7月10日，美国证券交易委员会（简称“证交会”）刊发题为“加强委托书的信息披露与征集”（Proxy Disclosures and Solicitation Enhancements）的征求意见稿。该提案对证交会相关规则进行了修订，目的是加强对薪酬政策和公司治理等事项的披露。相关披露要求旨在提高委托书的信息披露质量。建议草案的公众评论期将于9月15日结束。本快报将就建议草案作进一步阐述。 CONTENT AREA: Regulatory Updates TOPICS: Financial Reporting, Payroll, Corporate Governance, Audit Committee & Board, Compliance, Internal Controls, China, GRC August 3, 2009 SEC Enforcement of Sarbanes-Oxley Clawback Provisions against an Executive Who Did Not Engage in Wrongdoing Raises the Stakes for Internal Control over Financial Reporting On July 22, 2009, the Securities and Exchange Commission asked a court to order the former CEO of a large specialty retailer of auto parts and accessories to reimburse the company and its shareholders more than $4 million that he received in bonuses and stock sale profits while the company was committing accounting fraud. Section 304 of the Sarbanes-Oxley Act addresses the forfeiture of certain bonuses and profits. The SEC's enforcement action is significant because it is the first action seeking reimbursement under the Section 304 "clawback" provisions from an individual who is not alleged to have otherwise violated the securities laws. This Flash Report discusses this matter further. CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Audit Committee & Board, Sarbanes-Oxley Act, Fraud, GRC July 20, 2009 SEC Proposes New Proxy Disclosures and Solicitation Enhancements On July 10, 2009, the Securities and Exchange Commission (SEC) issued for public comment a proposed rule, Proxy Disclosures and Solicitation Enhancements. This proposal includes amendments to the Commission’s rules aimed at enhancing disclosures pertaining to compensation and corporate governance matters. These disclosure requirements are intended to improve the quality of certain disclosures included in proxy statements. Comments on this proposal are due on September 15, 2009. Additional details are discussed in this Flash Report. CONTENT AREA: Regulatory Updates TOPICS: Financial Reporting, Payroll, Corporate Governance, Audit Committee & Board, Compliance, Internal Controls, GRC July 13, 2009 PCI On-Site Assessment by QSA Now Required for Level 1 and Level 2 Merchants Until now, the largest merchants (i.e., Level 1 merchants) could use internal audit to perform the PCI Data Security Standard (PCI DSS) on-site assessment, and Level 2 merchants could do self assessments. Now MasterCard has announced that all Level 1 and Level 2 merchants must obtain an on-site assessment using a PCI Security Standards Council (SSC) certified Qualified Security Assessor (QSA) by December 31, 2010, and annually thereafter. This Flash Report details these new requirements. CONTENT AREA: Regulatory Updates TOPICS: Credit & Collections, IT Audit, IT Controls, Self-Assessment June 29, 2009 SEC Commissioner Signals that Smaller Companies Need to Begin Their Preparations for Section 404(b) Compliance (证交会委员提醒小型公司应着手准备404(b)条款合规工作) 《合规周刊》（Compliance Week）本周于华盛顿举行年度大会。证交会委员Luis Aguilar向与会者表示，证交会就404条款合规的成本效益所开展的研究已基本结束。研究结果显示，大型加速编报公司的经验教训、上市公司会计监管委员会（PCAOB）对适用审计准则所作的修订，以及COSO所发布的小型公司内部控制评估指南，共同打造了“一个更加高效的系统环境”。据前一天出版的《合规周刊》，当被问及小型上市公司（即所谓的“非加速编报公司”）最终是否也须遵守404（b）条款的规定，即要求其外部审计师就财务报告内部控制的有效性出具意见时，Aguilar先生如是说，“我们预期并希望合规成本能更加符合小型公司的承担能力。”他亦表示小型公司应准备“更加熟悉”404（b）条款所规定的审计师鉴证报告要求。 CONTENT AREA: Regulatory Updates TOPICS: External Auditor, Internal Controls, PCAOB, Section 404 - Internal Control Reporting, Compliance, COSO, Cost Management, China, GRC June 29, 2009 SEC Commissioner Weighs In on Expanded Disclosure of the Effects of Compensation on Short-Term Risk Taking (证交会表示应就薪酬制定如何影响公司短期风险水平扩大披露范围) 证交会主席Mary Schapiro女士于今日就高管薪酬的披露问题在一份声明中发表意见。她指出，证交会正在“积极拟定一揽子新的委托披露规则，旨在为薪酬制定提供更多的视角和指引。”根据相关规则，上市公司须就其薪酬制定准则对公司风险水平的影响，以及这些准则所引发的行为对公司长远发展的影响进行分析和评估。这些问题受到广泛关注，是因为许多人认为，由于各公司薪酬激励计划所倡导的激励措施从长远上损害了股东价值，因此部分导致了当前经济危机的爆发。 CONTENT AREA: Regulatory Updates TOPICS: Financial Reporting, Payroll, Corporate Governance, Audit Committee & Board, Enterprise Risk Management, China, GRC June 22, 2009 FASB Moves to Codify US GAAP (美国财务会计准则委员会将美国公认会计准则汇编成典) 我们在2009年5月21日的甫瀚快报中，曾报道过美国财务会计准则委员会(FASB)预计将于2009年7月1日正式批准以新的方式编纂会计准则。2009年6月3日，FASB一致确定“FASB会计准则汇编”(FASB Accounting Standards CodificationTM)将成为美国公认会计准则(US GAAP)的惟一官方资料来源。另外，FASB今天同时决定，该汇编将自截止于2009年9月15日或之后日期的中期和年度会计期间开始生效。据此，于日历年末结算的公司将在其第三季度中期财务报表中首次应用该汇编。 CONTENT AREA: Regulatory Updates TOPICS: Accounting/Finance, Financial Reporting, External Auditor, Compliance, Laws & Regulations, China, GRC June 15, 2009 SEC Commissioner Signals that Smaller Companies Need to Begin Their Preparations for Section 404(b) Compliance At the Compliance Week annual conference in Washington D.C., SEC Commissioner Luis Aguilar told attendees that the Commission’s cost-benefit study on Section 404 is almost complete and that the study’s results suggest that the combination of lessons learned by large accelerated filers, the PCAOB’s modification of applicable auditing standards and COSO’s guidance on evaluating internal controls in a smaller company environment have led to “a more scalable system.” He also said that smaller companies should prepare to become “more familiar” with the auditor attestation requirement under Section 404(b). This Flash Report reports further on Commissioner Aguilar’s remarks at the Compliance Week conference and offers suggestions for smaller public companies needing to begin their preparations for Section 404(b) compliance. CONTENT AREA: Regulatory Updates TOPICS: External Auditor, Internal Controls, PCAOB, Section 404 - Internal Control Reporting, Compliance, COSO, Cost Management, GRC June 15, 2009 SEC Commissioner Weighs In on Expanded Disclosure of the Effects of Compensation on Short-Term Risk Taking On Wednesday, June 10, 2009, SEC Chair Mary Schapiro commented on executive compensation disclosures in a statement issued by the Commission. In her remarks, she noted that the SEC is “actively considering a package of new proxy disclosure rules that will provide further sunshine on compensation decisions.” These rules would require companies, among other things, to disclose how the issuer – and its board – manages risk and analyze how their compensation practices impact risk-taking and the implications for long term corporate health of the behaviorial outcomes of those compensation practices. This Flash Report reports further on Commissioner Schapiro’s remarks. CONTENT AREA: Regulatory Updates TOPICS: Financial Reporting, Payroll, Corporate Governance, Audit Committee & Board, Enterprise Risk Management, GRC June 8, 2009 FASB Moves to Codify US GAAP In our Flash Report dated May 21, 2009, we reported that on July 1, 2009, the FASB was expected to formally approve a change in the way accounting standards are organized. On June 3, 2009, the FASB unanimously confirmed that the FASB Accounting Standards CodificationTM will become the single official source for authoritative nongovernmental U.S. GAAP. In addition, the FASB decided that the Codification will be effective for interim and annual periods ending on or after September 15, 2009. Under this guidance, calendar year-end companies would initially apply the Codification to their third-quarter interim financial statements. CONTENT AREA: Regulatory Updates TOPICS: Accounting/Finance, Financial Reporting, External Auditor, Compliance, Laws & Regulations, GRC March 30, 2009 COSO Publishes Guidance on Monitoring Internal Control Systems (COSO发布《内部控制体系监督指南》) 在借鉴了不同规模组织的先进实践经验基础之上，经过两年的反复论证，COSO完成了共三卷的《内部控制体系监督指南》。本文提供新指南概要，总结有效监督的基本原则，探讨监督的效益与广度，并就如何进一步使用该指南提出见解。随着科技和管理技术的不断进步，内部控制及相关监督流程必将适时地发生变化。 CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Audit Committee & Board, Best Practices, COSO, Entity-Level Control, Internal Controls, China, GRC February 16, 2009 COSO Publishes Guidance on Monitoring Internal Control Systems After two years of work, debate and research, including consideration of leading practices at both large and small organizations, COSO has completed its three-volume Guidance on Monitoring Internal Control Systems. This Flash Report provides an overview of the new guidance, a summary of the fundamentals of effective monitoring, a discussion of the benefits and breadth of monitoring, and insights on how to use the guidance going forward. Continued advancements in technology and management techniques ensure that internal control and related monitoring processes will change over time. CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Audit Committee & Board, Best Practices, COSO, Entity-Level Control, Internal Controls, GRC February 16, 2009 PCAOB Publishes Staff Guidance on Auditing Internal Control over Financial Reporting in Smaller Public Companies (就小型上市公司的财务报告内部控制审计发布工作人员指引) 上周晚些时候，上市公司会计监管委员会（PCAOB）就《第５号审计准则》（AS5）发布题为《财务报告内部控制审计与财务报表审计的整合：小型上市公司审计师指引》的工作人员指引。该指引中的观点最初于2007年提出，我们已在2007年10月17日的上市公司会计监管委员会快报—《就规模较小、复杂程度较低的上市公司财务报告内部控制审计发布工作人员指引，以寻求公众意见》中予以论述。尽管最终刊发的指引考虑了公众的反馈意见，但有关修订只是针对最初观点的进一步澄清和阐释，其基本制定原则并未改变。 CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Audit Committee & Board, Sarbanes-Oxley Act, External Auditor, Internal Controls, PCAOB, Section 404 - Internal Control Reporting, China, GRC February 2, 2009 PCAOB Publishes Staff Guidance on Auditing Internal Control over Financial Reporting in Smaller Public Companies Late last week, the Public Company Accounting Oversight Board (PCAOB) published staff guidance on Auditing Standard No. 5 (AS5) – An Audit of Internal Control Over Financial Reporting That Is Integrated with An Audit of Financial Statements: Guidance for Auditors of Smaller Public Companies. For those companies hoping the SEC might eliminate, or limit in some way, the attestation requirement for smaller public companies should prepare for incoming SEC chairwoman, Mary Shapiro, to differ from her predecessor, Christopher Cox. These developments are detailed in this Flash Report. CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Audit Committee & Board, Sarbanes-Oxley Act, External Auditor, Internal Controls, PCAOB, Section 404 - Internal Control Reporting, GRC January 19, 2009 SEC Commences Survey Regarding Costs and Benefits of Section 404 Compliance (证交会就404条款合规行动的成本效益展开调查) 作为成本效益调研活动的重要环节之一，证券交易委员会(证交会)业已就《2002年萨班斯-奥克斯利法案》404条款的合规行动展开网上调查。 这项调查旨在详细了解证交会注册公司的合规情况，进而由OEA对不同规模公司的相对成本影响进行评估。调查也将有助于OEA判断两项举措，即证交会针对管理层刊发的《内部控制评估指引》和上市公司会计监管委员会以《第5号审计准则》取代《第2号审计准则》，是否改善了404条款合规的实施情况。换而言之，即能否在降低成本之余，同时保有404条款合规活动所带来的效益。 CONTENT AREA: Regulatory Updates TOPICS: Sarbanes-Oxley Act, PCAOB, Section 404 - Internal Control Reporting, Cost Management, Performance Management/Measurement, China January 12, 2009 SEC Seeks to Strengthen Oversight of Credit Rating Agencies (证交会力图加强对信用评级机构的监管) 上周，证券交易委员会（证交会）审批通过了关于信用评级机构的最终修订条例，旨在改进信用评级机构的透明度和问责机制，从而确保这些机构向投资者提供的信用等级评价和披露信息更加具有参考价值和全面性。 CONTENT AREA: Regulatory Updates TOPICS: Financial Services Industry, Compliance, Financial and Credit Risk, Internal Controls, China, GRC January 5, 2009 SEC Proposes Roadmap for Potential Required Use of IFRS in 2014, with Use Permitted in 2009 for Eligible Filers (证交会出台关于国际财务报告准则执行路线图的建议-可能于2014年被要求强制执行，合格编报者被允许提前至2009年) 2008年11月14日，美国证券交易委员会（证交会）针对美国发行人向其提交报告这一活动，出台了关于采用国际财务报告准则(IFRS)（由国际会计准则理事会发布）编制财务报表的路线图建议。该路线图列出了几项“达标要求”（milestones），一旦它们获得实现，证交会将要求美国发行人于2014年起执行IFRS，但前提是证交会确信其符合公众利益并能够惠及投资者。换句话说，路线图旨在要求证交会注册公司（美国编报公司）于2014年开始采用IFRS编制财务报表，同时，它也允许合格编报者提前从2009年起执行该准则（于2010年编报）。 CONTENT AREA: Regulatory Updates TOPICS: Accounting/Finance, Financial Reporting, Change Management, Compliance, China, IFRS, GRC December 22, 2008 SEC Commences Survey Regarding Costs and Benefits of Section 404 Compliance The SEC has begun a web-based survey that is an integral part of the Commission’s cost-benefit study related to the implementation of Section 404 of the Sarbanes-Oxley Act of 2002. This survey is an opportunity for interested companies to provide feedback to the SEC regarding the cost of compliance. The complete study of both costs and benefits of Section 404 is expected to be released later in 2009. This Flash Report provides further insights as to the reasons for this survey. CONTENT AREA: Regulatory Updates TOPICS: Sarbanes-Oxley Act, PCAOB, Section 404 - Internal Control Reporting, Cost Management, Performance Management/Measurement December 15, 2008 SEC Seeks to Strengthen Oversight of Credit Rating Agencies Last week, the Securities and Exchange Commission (SEC) approved final rule amendments to increase the transparency and accountability at credit rating agencies with the objective of ensuring that these firms provide more meaningful ratings and greater disclosure to investors. The SEC’s actions were the result of a 10-month examination of three major credit rating agencies that found significant weaknesses in the ratings practices of those agencies. The new rule amendments attempt to address the issues surfaced by the Commission’s examination. The attached Flash Report provides further insights as to the Commission’s intent in issuing these new rules. CONTENT AREA: Regulatory Updates TOPICS: Financial Services Industry, Compliance, Financial and Credit Risk, Internal Controls, GRC November 24, 2008 PCAOB Update on Proposed New Auditing Standards and Audit Considerations in the Current Economic Environment
(上市公司会计监管委员会快报 - 基于当前经济环境，PCAOB提出新的审计准则及应考虑的相关审计事项) 10月22日,PCAOB与常务咨询小组召开会议讨论了若干问题,即当前的经济环境会如何影响重大错报的风险及财务报表审计,以及PCAOB是否应发布指引以协助审计师实施审计工作。10月21日,PCAOB建议推出七项新的审计准则，实施更有效的以风险为基础的审计方法。本文将就此予以详细说明。 CONTENT AREA: Regulatory Updates TOPICS: Financial Reporting, Financial Services Industry, Sarbanes-Oxley Act, Internal Controls, PCAOB, Risk Management & Assessment, Section 404 - Internal Control Reporting, China, Financial and Credit Risk, GRC November 24, 2008 SEC Proposes Roadmap for Potential Required Use of IFRS in 2014, with Use Permitted in 2009 for Eligible Filers November 14, 2008, the SEC proposed a roadmap for the potential use of financial statements prepared in accordance with IFRS – as issued by the International Accounting Standards Board – by U.S. issuers for purposes of their filings with the Commission. This Flash Report provides further insights as to the milestones and the roadmap including the staged implementation for all U.S. registrants beginning in 2014. It also discusses how the proposed roadmap changes or clarifies the SEC’s position reported in the Commission’s August 27th meeting. CONTENT AREA: Regulatory Updates TOPICS: Accounting/Finance, Financial Reporting, Change Management, Compliance, IFRS, GRC November 3, 2008 PCAOB Update on Proposed New Auditing Standards and Audit Considerations in the Current Economic Environment On October 22, the PCAOB held a meeting with its Standing Advisory Group to discuss how the current economic environment affects the risk of material financial misstatements and the resulting impacts on financial statement audits, and whether the PCAOB should issue guidance to assist auditors in the audit process. In a separate meeting, on October 21, the PCAOB proposed seven new auditing standards that support a more effective and risk-based audit approach. These two developments are detailed in this Flash Report. CONTENT AREA: Regulatory Updates TOPICS: Financial Reporting, Financial Services Industry, Sarbanes-Oxley Act, Internal Controls, PCAOB, Risk Management & Assessment, Section 404 - Internal Control Reporting, Financial and Credit Risk, GRC October 13, 2008 SEC Proposes Roadmap for IFRS Adoption in the United States by 2014 (证交会快报-2014年起采用国际财务报告准则，证交会为此制定路线图) 8月27日，美国证券交易委员会(以下简称证交会)五位委员经投票一致决定，就美国所有发行人从2014年开始自愿或强制采用国际财务报告准则（IFRS）的建议向公众刊发一份计划，以征求公众意见。根据该计划，约110家美国公司可以更早开始遵循国际准则的标准。有关此计划的公众意见应在计划刊登于《联邦宪报》60天内提交证交会。 CONTENT AREA: Regulatory Updates TOPICS: Accounting/Finance, Financial Reporting, Corporate Governance, Audit Committee & Board, Compliance, China, IFRS, GRC September 8, 2008 SEC's Advisory Committee on Improvements to Financial Reporting Releases Final Report (证交会快报-证交会财务报告改进咨询委员会发布最终报告) 2008年8月1日，证券交易委员会(简称“证交会”)收到其财务报告改进咨询委员会（简称“委员会”）出具的最终报告。该报告就如何使财务信息为投资者更好地应用和理解提出了25项建议。应2008年7月14日快报中的承诺，我们在此对最终建议进行更详尽的概括。 CONTENT AREA: Regulatory Updates TOPICS: Accounting/Finance, Financial Reporting, Corporate Governance, Audit Committee & Board, Internal Controls, Laws & Regulations, China, IFRS, GRC September 8, 2008 SEC Proposes Roadmap for IFRS Adoption in the United States by 2014 On August 27, the five SEC commissioners of the Securities and Exchange Commission (SEC) voted unanimously to publish for public comment a proposed roadmap that could lead to the voluntary or mandatory use of International Financial Reporting Standards (IFRS) by all U.S. issuers beginning in 2014. Under this plan, about 110 companies could start following international rules even earlier. This Flash Report provides further insights as to the milestones and the roadmap, as envisioned by the Commission.
CONTENT AREA: Regulatory Updates TOPICS: Accounting/Finance, Financial Reporting, Corporate Governance, Audit Committee & Board, Compliance, IFRS, GRC September 1, 2008 SEC Provides Guidance to Open Up Use of Corporate Web Sites for Disclosures to Investors (证交会快报- 证交会就如何利用公司网站向投资者披露信息提供指引) 2008年7月30日，证券交易委员会（简称“证交会”）全体投票后一致同意，针对上市司利用其公司网站，作为向投资者披露重要信息的有效渠道这一举措，证交会将就上市公司在这一过程中如何遵守证券法为其提供新的指引。该项指引以解释指引而不是规则形式刊发，旨在为那些考虑利用公司网站向投资者发布信息的公司提供相关说明和指导，包括互动信息、概括性信息和第三方信息链接。该指引的刊发源于证交会财务报告改进咨询委员会的一项建议。此项建议是于2008年2月份的进度报告中向证交会提出的，即：就重大非公开信息选择性披露过程中出现的有关证交会规则的问题和疑问，证交会应做出明确解释。 CONTENT AREA: Regulatory Updates TOPICS: Financial Reporting, Technology, IT Controls, China August 11, 2008 SEC's Advisory Committee on Improvements to Financial Reporting Releases Final Report On August 1, 2008, the Securities and Exchange Commission (SEC) received the final report of the SEC Advisory Committee on Improvements to Financial Reporting. The report contains 25 recommendations to make financial information more useful and understandable to investors. This Flash Report provides ten key message points summarizing the essence of the proposed changes. It also reports the Committee’s outline of the 25 recommendations in an Appendix, which organizes the recommendations along the four chapters in the Advisory Committee’s report. CONTENT AREA: Regulatory Updates TOPICS: Accounting/Finance, Financial Reporting, Corporate Governance, Audit Committee & Board, Internal Controls, Laws & Regulations, IFRS, GRC August 11, 2008 SEC Provides Guidance to Open Up Use of Corporate Web Sites for Disclosures to Investors On July 30, 2008, the SEC voted unanimously to provide new guidance to public companies about how to comply with the securities laws while developing their web sites to serve as an effective means for disseminating important information to investors. Issued in the form of an interpretive release rather than as a rule, the SEC's guidance is intended to provide information for companies considering providing investors with interactive content on their web sites, as well as summary information and links to third-party information. This Flash Report provides a brief summary of the four parts of this new guidance. CONTENT AREA: Regulatory Updates TOPICS: Financial Reporting, Technology, IT Controls July 28, 2008 SEC Proposes Rule to File Financial Statements in Interactive Data Format
(证交会快报 - 建议以交互式数据格式提交财务报表) 证券交易委员会（简称“证交会”）于本周宣布，他们经过一致投票后决定，要求各公司采用可扩展商业报告语言（简称“XBRL”），以交互式数据格式提交财务报表。该规则最早将于明年予以采纳，证交会计划利用三年的时间来实现该规则的全面实施。公众评论期将持续至七月中旬。本快报将说明以交互式数据格式提交财务报表的目的，并概述证交会的三年计划以及受计划影响的公司。 CONTENT AREA: Regulatory Updates TOPICS: Accounting/Finance, Financial Reporting, Technology, IT Strategy, Accounting Organizations, Performance Management/Measurement, China July 21, 2008 SEC's Advisory Committee on Improvements to Financial Reporting Releases Draft Final Report and Holds Public Meeting On July 11, 2008, the SEC Advisory Committee on Improvements to Financial Reporting held a public meeting to discuss and deliberate its draft report detailing recommendations to reduce the complexity of the financial reporting process and increase the usefulness of financial information to investors. This Flash Report provides a brief summary of the major themes being addressed by the Advisory Committee’s report. CONTENT AREA: Regulatory Updates TOPICS: Financial Reporting, Internal Controls, Sarbanes-Oxley Act June 23, 2008 SEC Approves Extension for External Auditor’s Section 404 Attestation for Smaller Public Companies and Begins Data Collection for Cost-Benefit Study The long awaited and expected decision by the SEC to approve a one-year extension to the Section 404(b) auditor attestation requirement for smaller companies is finally here. On June 20, 2008, the SEC approved an extension of the Section 404(b) requirement applicable to smaller public companies so that it will not be required until fiscal years ending on or after December 15, 2009. CONTENT AREA: Regulatory Updates TOPICS: Section 404 - Internal Control Reporting, Sarbanes-Oxley Act, Internal Controls, Financial Reporting May 26, 2008 SEC Proposes Rule to File Financial Statements in Interactive Data Format On Wednesday, May 14, the SEC approved a proposed rule requiring companies – by as early as next year – to file financial statements in an interactive data format using eXtensible Business Reporting Language (XBRL). The SEC's plan would entail a three year phase-in. The comment period on the proposal runs through mid-July. This Flash Report explains the purpose of reporting in XBRL interactive data format and outlines the SEC’s three year plan as well as the companies affected by that plan. CONTENT AREA: Regulatory Updates TOPICS: Accounting/Finance, Financial Reporting, Technology, IT Strategy, Accounting Organizations, Performance Management/Measurement May 12, 2008 The PCAOB Issues Strategic Plan for 2008 - 2013
(上市公司会计监管委员会发布2008-2013年度战略计划) 2008年4月2日，上市公司会计监管委员会(以下简称“委员会”)发布了未来五年战略计划。该计划的目的是为委员会的程序和运作制定指引，并阐述委员会的使命和愿景、核心价值、关键的环境因素、目的和目标，以及绩效标准。该计划的宗旨是务求委员会的程序、运作及预算与该组织机构的整体使命、目的和目标相一致。计划深入说明了上述准则制定方针，以及可能会对委员会程序产生影响的风险因素，令兴趣人士对委员会有更清晰的认识。 CONTENT AREA: Regulatory Updates TOPICS: Financial Reporting, Sarbanes-Oxley Act, External Auditor, Internal Controls, PCAOB, Project Management, Section 404 - Internal Control Reporting, China April 21, 2008 U.S. Treasury Secretary Paulson Releases Blueprint for Financial Regulatory Reform On March 31, 2008, Treasury Secretary Paulson presented to the American public the U.S. Department of the Treasury’s Blueprint for a Modernized Financial Regulatory Structure. This marked the conclusion of an evaluation process initiated in March 2007 by industry leaders and policymakers, prior to the peak of the subprime mortgage crisis and industry duress. The Blueprint lays out a staged transition from the rules-based supervisory structure of the past 75 years to an objectives-based structure designed to make regulation of U.S. financial services more effective and appropriate for modern financial markets. To provide a path for this evolution, the proposed changes are allocated into three time frames: the short term (in the next year or two), the intermediate term (in a two- to eight-year period), and the long term. CONTENT AREA: Regulatory Updates TOPICS: Financial Reporting, Corporate Governance, Audit Committee & Board, Financial Services Industry, Ethics, Fraud, GRC April 14, 2008 Recent Commentary by SEC Chairman on the Deterioration of Credit and Liquidity Conditions in the Subprime Lending Market (证交会快报—证交会主席近期关于次级贷款市场状况的评论) 本月早些时候，美国证券交易委员会(证交会)发布了ChristopherCox主席向美国参议院银行、住房和城市事务委员会 (US Senate Committee on Banking, Housing and Urban Affairs) 所作的证词陈述，证词涉及美国住宅抵押市场，特别是其中的次级市场中，与流动性不足和信用状况降低相关的一系列问题。ChristopherCox主席与财政部长HenryPaulson和联邦储备委员会主席Ben Bernanke共同对当前美国经济和金融市场状况进行了听证。在证词中，Cox主席讨论了关于次贷危机的一系列议题，包括相关会计和风险管理问题、信用评级机构所扮演的角色、共同基金产业，以及证交会目前用于加强市场透明度和监管的一系列措施。 CONTENT AREA: Regulatory Updates TOPICS: Risk Management & Assessment, Accounting/Finance, China, Financial and Credit Risk, GRC April 14, 2008 Société Générale Aftermath - A Call to Action
(甫瀚快报—法国兴业银行事件的余波—行动的号角) 2008年1月24日，整个世界都听闻了银行业有史以来最大的一次银行违规交易亏损事件。鉴于此次法国兴业银行事件在历史同类交易亏损事件中的巨大轰动效应，本快报探讨了该事件的一些影响，总结了值得汲取的经验和教训。此外，我们还就金融机构高管人员在日后工作中应重点关注的领域向其提供了建议。 CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Audit Committee & Board, Financial Services Industry, Ethics, Fraud, China, Financial and Credit Risk, GRC April 14, 2008 The PCAOB Issues Strategic Plan for 2008 - 2013 On April 2, 2008, the Public Company Accounting Oversight Board (PCAOB) issued its five-year strategic plan. This plan is developed, and updated annually, to guide the organization’s programs and operations. It details the PCAOB’s mission, vision, core values, key environmental factors, goals and objectives, and performance metrics. The plan is intended to align the Board’s programs, operations, and budget with the organization’s overall mission, goals and objectives. CONTENT AREA: Regulatory Updates TOPICS: Financial Reporting, Sarbanes-Oxley Act, External Auditor, Internal Controls, PCAOB, Project Management, Section 404 - Internal Control Reporting, IFRS March 10, 2008 Société Générale Aftermath - A Call to Action On January 24, 2008, the world learned of the largest bank trading loss of all time - Société Générale. This Flash Report discusses some of the implications of the Société Générale incident, as well as highlights lessons learned given the event’s place in history among similar trading loss events. It also suggests areas of focus for financial institution executives in its aftermath. No control system is perfect, as there are cost-benefit trade-offs, but a holistic review should serve to patch any obvious cracks and make it more difficult for the rouge trader to execute unabated in the future. CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Audit Committee & Board, Financial Services Industry, Ethics, Fraud, Financial and Credit Risk, GRC March 3, 2008 PCAOB Publishes For Public Comment Staff Guidance on Auditing Internal Control Over Financial Reporting in Smaller, Less Complex Public Companies
(上市公司会计监管委员会快报—就小型上市公司财务报告内部控制审计发布工作人员指引) 2007年10月17日，上市公司会计监管委员会向公众刊发了名为《工作人员的初步观点-内部控制审计与财务报表审计的整合：小型上市公司审计师指引》的文件，供公众审阅并提供意见。初步指引的全文(英文)可登陆以下网址浏览. CONTENT AREA: Regulatory Updates TOPICS: Compliance, External Auditor, Internal Controls, PCAOB, Sarbanes-Oxley Act, Section 404 - Internal Control Reporting, China, GRC March 3, 2008 Recent Commentary by SEC Chairman on the Deterioration of Credit and Liquidity Conditions in the Subprime Lending Market Earlier this month, the SEC published testimony by Chairman Christopher Cox to the Senate Committee on Banking, Housing and Urban Affairs regarding a number of topics relating to the deterioration of credit and liquidity conditions in the U.S. residential mortgage market. In his remarks, Chairman Cox discussed a number of topics relating to the subprime mortgage crisis, including some related accounting and risk management issues, the role of credit rating agencies, the mutual fund industry and steps the SEC is taking to improve transparency and oversight. This Flash Report provides commentary on recent developments. CONTENT AREA: Regulatory Updates TOPICS: Risk Management & Assessment, Accounting/Finance, Financial and Credit Risk, GRC March 3, 2008 SEC Chairman Announces Intent to Delay the External Auditor’s Section 404 Attestation for Smaller Public Companies
(证交会快报—证交会主席宣布：拟推迟小型上市公司对404条款中有关外部审计师鉴证要求的合规日期) 2007年12月12日，美国证券交易委员会（简称证交会）主席Christopher Cox就小型企业的问题向美国众议院委员会作了证词陈述。Cox主席表示其拟向证交会委员提出建议，将小型上市公司对《萨班斯-奥克斯利法案》404条款(b)项的合规日期再推迟一年。这次建议延期不会进一步延迟小型上市公司对404条款(a)项，即管理层须就其财务报告内部控制有效性发表声明的合规日期。于2007年12月15日或之后结束的财政年度所提交的年报必须开始遵守404条款(a)项的规定。但根据现行条例，对于小型上市公司而言，404条款(b)项的鉴证要求将于2008年12月15日或之后结束的财政年度开始生效。 CONTENT AREA: Regulatory Updates TOPICS: Sarbanes-Oxley Act, External Auditor, Internal Controls, Reporting/Disclosure, Section 404 - Internal Control Reporting, China March 3, 2008 SEC Launches Cost-Benefit Study and Proposes Extension of External Auditor’s Section 404(b) Attestation Requirement for Smaller Public Companies
(证交会快报—证交会展开成本效益研究，并建议推迟小型上市公司提交外部审计师鉴证报告的合规日期) 按照2002年《萨班斯-奥克斯利法案》404(b)条款的合规要求，小型上市公司须提交外部审计师鉴证报告。就此，美国证券交易委员会(以下简称“证交会”)于今日宣布，将开展一项成本效益研究活动。该项研究主要针对404条款首次合规的小型上市公司，即“非加速编报公司”，其公众持股量一般少于7500万美元。该项研究也将有助证交会实施其长远目标，以确保加速编报公司和大型加速编报公司以外的小型公司无须负担过高的合规成本。 CONTENT AREA: Regulatory Updates TOPICS: China, External Auditor, Internal Controls, Reporting/Disclosure, Sarbanes-Oxley Act, Section 404 - Internal Control Reporting February 4, 2008 SEC Launches Cost-Benefit Study and Proposes Extension of External Auditor’s Section 404(b) Attestation Requirement for Smaller Public Companies On February 1, 2008, the SEC announced it is commencing a cost-benefit study related to the auditor attestation for smaller public companies - non-accelerated filers required under Section 404(b) of the Sarbanes-Oxley Act of 2002. The study will focus on those smaller companies that are complying with Section 404 for the first time. The purpose of this study is to help the Commission carry out its longstanding objective of ensuring that smaller companies do not bear a disproportionately high cost of compliance in relation to larger companies. This Flash Report provides commentary on the developments. CONTENT AREA: Regulatory Updates TOPICS: Sarbanes-Oxley Act, External Auditor, Internal Controls, Reporting/Disclosure, Section 404 - Internal Control Reporting December 17, 2007 SEC Chairman Announces Intent to Delay the External Auditor’s Section 404 Attestation for Smaller Public Companies On Wednesday, October 12, 2007, Christopher Cox, the SEC Chairman stated his intention to propose to the SEC Commissioners an additional one-year delay for the external auditor’s attestation related to smaller public companies and the SOX Section 404 requirements under Sub-Section (b). This proposed extension does not further delay the existing requirement under Section 404(a) for management of smaller public companies to express an assertion with respect to the effectiveness of their internal control over financial reporting. This Flash Report provides commentary on these developments and communicates that it is important for management of smaller public companies to stay the course. CONTENT AREA: Regulatory Updates TOPICS: Sarbanes-Oxley Act, External Auditor, Internal Controls, Reporting/Disclosure, Section 404 - Internal Control Reporting November 26, 2007 SEC Approves New Definition of the Term “Significant Deficiency” (重大缺陷一词的新定义获证交会通过) 2007年8月3日，证券交易委员会（简称证交会）通过了一项有关《交易法》第12b-2条规则及《S-X法规》第1-02条规则的修订，对“重大缺陷”一词进行了重新定义。新定义如下：*财务报告内部控制中严重性低于实质性漏洞，但需要公司财务报告监管人员关注的一项或一组缺陷。新定义将于9月10日开始生效。 CONTENT AREA: Regulatory Updates TOPICS: Sarbanes-Oxley Act, IT Controls, Section 302 - Executive Certifications, Internal Controls, PCAOB, Reporting/Disclosure, Section 404 - Internal Control Reporting, China November 26, 2007 The Board Finalizes the Revised Auditing Standard AS5 (上市公司会计监管委员会快报_审计准则修订获落实) 上市公司会计监管委员会落实了对审计准则的修订，投票通过了对财务报告内部控制审计的最终准则，以及一项相关独立性条款。新准则《第5号审计准则-财务报告内部控制审计与财务报表审计的整合》将取代《第2号审计准则》。 CONTENT AREA: Regulatory Updates TOPICS: Financial Reporting, Sarbanes-Oxley Act, External Auditor, Internal Controls, PCAOB, Section 404 - Internal Control Reporting, Entity-Level Control, China November 26, 2007 The SEC Approves Auditing Standard - AS5 (上市公司会计监管委员会快报-AS5获证交会通过) 证券交易委员会（证交会）今天宣布通过《第5号审计准则-财务报告内部控制审计与财务报表审计的整合》（简称《第5号审计准则》），新准则将取代上市公司会计监管委员会于3年前颁布的内部控制审计准则-《第2号审计准则》。 CONTENT AREA: Regulatory Updates TOPICS: Financial Reporting, Sarbanes-Oxley Act, External Auditor, Internal Controls, PCAOB, Section 404 - Internal Control Reporting, China November 12, 2007 Financial Service Agency Issues Internal Control Report System Q&A On October 2, 2007, the Financial Service Agency issued the “Internal Control Report System Q&A,” in which answers to frequently asked questions regarding the Internal Control Reporting System were addressed to set good precedents in practice for J-SOX execution. This publication contains some of these questions and answers with commentary, accompanied by references, where necessary, to the Guidelines for Audit Concerning Internal Control over Financial Reporting. CONTENT AREA: Regulatory Updates TOPICS: Financial Reporting, Japan, Internal Audit, Internal Audit Administration, Compliance, Internal Controls, Segregation of Duties, GRC November 12, 2007 SEC and PCAOB Announce Meetings to Finalize Guidance to Management and Revised Standard for Auditors (证交会快报 - 讨论落实管理层指引和修订审计准则) 上个月，证券交易委员会(简称证交会)举行公开会议，讨论了证交会工作人员对上市公司会计监管委员会建议的审计准则所持有的看法。 CONTENT AREA: Regulatory Updates TOPICS: China, Compliance, Internal Controls, PCAOB, Sarbanes-Oxley Act, Section 404 - Internal Control Reporting, GRC November 12, 2007 SEC Finalizes Guidance on Management’s Assessment of Internal Control Over Financial Reporting (证交会快报 - 关于管理层财务报告内部控制评估的指引终获落实) 证券交易委员会(简称证交会)表示其将发表针对管理层财务报告内部控制评估的诠释性指引的最终定稿。鉴于收到的评论和意见，证交会工作人员建议以诠释的形式(而非规则)发表该指引，这样一来，可以方便日后的修订和改进工作。 CONTENT AREA: Regulatory Updates TOPICS: China, Entity-Level Control, External Auditor, Internal Controls, PCAOB, Reporting/Disclosure, Sarbanes-Oxley Act, Section 404 - Internal Control Reporting October 22, 2007 PCAOB Publishes For Public Comment Staff Guidance on Auditing Internal Control Over Financial Reporting in Smaller, Less Complex Public Companies On October 17, 2007, the PCAOB released to the public its Preliminary Staff Views – An Audit of Internal Control That Is Integrated with An Audit of Financial Statements: Guidance for Auditors of Smaller Public Companies for review and comment. The guidance represents the preliminary views on how auditors can apply certain aspects of AS5 to audits of smaller, less complex public companies. It also explains and illustrates how auditors can address some of the particular challenges for performing audits of internal control over financial reporting in these environments. CONTENT AREA: Regulatory Updates TOPICS: Compliance, External Auditor, Internal Controls, PCAOB, Sarbanes-Oxley Act, Section 404 - Internal Control Reporting, GRC September 10, 2007 Board Issues Report Summarizing Results of 2006 Inspections of Auditing Standard No. 2 Implementation (上市公司会计监管委员会快报_2007年5月1日) 上个月，上市公司会计监管委员会（以下简称“委员会”）发表了一份报告，总结了其于2006年依据《第2号审计准则--财务报告内部控制审计与财务报表审计结合进行》对近275家注册会计师事务所进行的审查结果。本次审查报告提供了一些待《第5号审计准则》尘埃落定后，委员会将对审计师持何种期望的观点和见解。 CONTENT AREA: Regulatory Updates TOPICS: Financial Reporting, Sarbanes-Oxley Act, External Auditor, Internal Controls, PCAOB, Section 404 - Internal Control Reporting, China, Entity-Level Control September 10, 2007 SEC Schedules Open Meeting to Discuss PCAOB'S Proposed Auditing Standard and SEC'S Management Guidance for Section 404 of Sarbanes-Oxley (证交会快报—讨论统一审计准则与管理层指引) 美国证券交易委员会计划举行公开会议，讨论上市公司会计监管委员会建议的审计准则和其就《萨班斯奥克斯利法案》404条款提出的管理层指引. CONTENT AREA: Regulatory Updates TOPICS: Sarbanes-Oxley Act, Internal Controls, Section 404 - Internal Control Reporting, Compliance, China, GRC September 10, 2007 The SEC Adopts Rule to Allow a Foreign Private Issuer to Terminate Its Registration of Securities and Duty to File Reports (证交会快报—放宽国外私人发行商退市及提交报告的限制) 美国证券交易委员会（简称证交会）于上周出台了业内期盼已久的新规定，新规则12h-6及相关15F表格报告的采纳，将使得那些满足了特定条件的国外私人发行商得以终止其在《1934年证券交易法》（简称《交易法》）下的报告责任。 CONTENT AREA: Regulatory Updates TOPICS: Sarbanes-Oxley Act, Internal Controls, Section 404 - Internal Control Reporting, Compliance, Cross Border & Non-US Issues, China, GRC August 20, 2007 The Japanese Institute of Certified Public Accountants Released an Exposure Draft of the Guideline for Audit Concerning Internal Control over Financial Reporting On July 18, 2007, the Japanese Institute of Certified Public Accountants (JICPA) released an exposure draft of the Guideline for Audit concerning Internal Control over Financial Reporting (JICPA Guideline). This document contains audit procedures, consideration points, suggested wording for the auditor's report, and other information. This flash report summarizes questions raised, JICPA’s guidance, and Protiviti’s recommendations for management on five topics covered in the JICPA Guideline. CONTENT AREA: Regulatory Updates TOPICS: Cross Border & Non-US Issues, External Auditor, Internal Controls, Japan, Process-Level Control, Sarbanes-Oxley Act, Entity-Level Control August 13, 2007 SEC Approves New Definition of the Term “Significant Deficiency” On August 3, 2007, the Securities and Exchange Commission (SEC) approved an amendment to Exchange Act Rule 12b-2 and Rule 1-02 of Regulation S-X to redefine the term “significant deficiency.” The new definition is effective on September 10, 2007. This Flash Report provides commentary on, among other things, the lack of a probability threshold in the new definition. CONTENT AREA: Regulatory Updates TOPICS: Sarbanes-Oxley Act, IT Controls, Section 302 - Executive Certifications, Internal Controls, PCAOB, Reporting/Disclosure, Section 404 - Internal Control Reporting July 30, 2007 The SEC Approves Auditing Standard (AS5) As expected, on July 25, 2007 the SEC announced that it has approved Auditing Standard No. 5, An Audit of Internal Control Over Financial Reporting That Is Integrated with An Audit of Financial Statements. The new standard replaces the previous internal control auditing standard, Auditing Standard No. 2, issued by the PCAOB three years ago. CONTENT AREA: Regulatory Updates TOPICS: Financial Reporting, Sarbanes-Oxley Act, External Auditor, Internal Controls, PCAOB, Section 404 - Internal Control Reporting July 16, 2007 Recent Developments in Financial Reporting Focus on Significant Potential, Pending or Newly Required Reporting This Flash Report focuses on recent financial reporting developments which may or will significantly affect the form and content of financial reports for public companies. At the same time, during recent months, several new important accounting pronouncements became effective. The contents of this Flash Report are divided into two groups – (1) potential, pending and newly required public reporting and (2) new accounting pronouncements. CONTENT AREA: Regulatory Updates TOPICS: Financial Reporting, Cross Border & Non-US Issues, Accounting/Finance, Internal Controls, Entity-Level Control, IFRS June 25, 2007 SEC Publishes Final Interpretive Guidance, Issues Auditing Standard No. 5 for Public Comment and Proposes a New Definition of Significant Deficiency On June 20, 2007, the Securities and Exchange Commission (SEC) finally published its long-awaited interpretive guidance for management regarding a company’s evaluation and assessment of internal control over financial reporting (ICFR). The final guidance is effective immediately once published in the Federal Register. CONTENT AREA: Regulatory Updates TOPICS: Sarbanes-Oxley Act, Internal Controls, Section 404 - Internal Control Reporting, Compliance, PCAOB, GRC May 28, 2007 SEC Finalizes Guidance on Management’s Assessment of Internal Control Over Financial Reporting On Wednesday, May 23, 2007, the SEC agreed to publish in final form the interpretive guidance for management regarding its evaluation and assessment of internal control over financial reporting. Based on the comments received, the SEC staff recommended that the guidance be issued as an interpretation (as opposed to a rule) so that it can be more easily modified and enhanced over time. This Flash Report summarizes the results of this meeting. CONTENT AREA: Regulatory Updates TOPICS: Sarbanes-Oxley Act, External Auditor, Internal Controls, PCAOB, Reporting/Disclosure, Section 404 - Internal Control Reporting, Entity-Level Control May 28, 2007 The Board Finalizes the Revised Auditing Standard (AS5) On May 24, 2007, the PCAOB voted to issue a final standard on auditing internal control over financial reporting, as well as a related independence rule and conforming amendments to the Board’s interim auditing standards. The new standard, Auditing Standard No. 5, An Audit of Internal Control over Financial Reporting Performed that is Integrated with an Audit of Financial Statements, supersedes Auditing Standard No. 2 (AS2). This flash report discusses the changes that are effective for fiscal years ending on or after November 15, 2007. CONTENT AREA: Regulatory Updates TOPICS: Financial Reporting, Sarbanes-Oxley Act, External Auditor, Internal Controls, PCAOB, Section 404 - Internal Control Reporting, Entity-Level Control May 21, 2007 SEC and PCAOB Announce Meetings to Finalize Guidance to Management and Revised Standard for Auditors On May 16, 2007, both the SEC and PCAOB announced plans for open meetings to conclude the new pronouncements they are issuing to reform the Section 404 compliance process. The SEC will hold an open meeting on May 23, 2007 to consider, among other things, whether to adopt interpretive guidance for management regarding its evaluation and assessment of internal control over financial reporting (ICFR). The PCAOB announced it will conduct an open meeting on May 24, 2007, to vote on a final standard on auditing ICFR, as well as other related matter, with the objective of superseding the Board’s existing auditing standard, Auditing Standard No.2. This Flash Report provides further specifics on the announcements. CONTENT AREA: Regulatory Updates TOPICS: Sarbanes-Oxley Act, Internal Controls, Section 404 - Internal Control Reporting, Compliance, PCAOB, GRC May 7, 2007 Board Issues Report Summarizing Results of 2006 Inspections of Auditing Standard No. 2 Implementation In April 2007, the PCAOB issued a report following its 2006 inspections of the audits of internal control over financial reporting (ICFR) by registered public accounting firms in accordance with Auditing Standard No. 2 (AS2). While AS2 has no future because it is being revised by the forthcoming AS5, this inspection report is significant in that it illustrates expectations the Board has of auditors and their performance in conjunction with an audit of ICFR. In its report, the PCAOB indicated that auditors can benefit from further lessons learned. The Flash Report lists these important lessons and provides Protiviti commentary. CONTENT AREA: Regulatory Updates TOPICS: Financial Reporting, Sarbanes-Oxley Act, External Auditor, Internal Controls, PCAOB, Section 404 - Internal Control Reporting, Entity-Level Control April 23, 2007 Canadian Securities Administrators Issue for Comment Revisions to National Instrument 52-109 Certification of Disclosure in Issuers’ Interim and Annual Filings On March 30, 2007, the Canadian Securities Administrators (CSA) released for comment a revised National Instrument 52-109 Certification of Issuers’ Interim and Annual Filings. The Proposed Instrument reflects the approach to reporting on internal control over financial reporting that the CSA previously announced in Staff Notice 52-313 on March 10, 2006. This Flash Report discusses the key features of the Proposed Instrument. CONTENT AREA: Regulatory Updates TOPICS: Canada, Compliance, Financial Reporting, Internal Controls, Laws & Regulations, GRC April 9, 2007 SEC Conducts Open Meeting to Discuss PCAOB'S Proposed Auditing Standard and the Commission’s Next Steps On April 4, 2007, the SEC held an open meeting to discuss the SEC staff’s approach to the PCAOB proposed auditing standards for (1) complying with Section 404(b) of the Sarbanes-Oxley Act and (2) considering and using the work of others in an audit. The thrust of the dialogue was around how the PCAOB’s proposed standards to auditors should be coordinated with the Commission's pending proposal to provide interpretive guidance for management of public companies implementing Section 404. This Flash Report provides specifics and commentary on the meeting. The topics discussed in this Flash Report help clarify the focus of likely revisions that will ultimately be reflected in the SEC’s final guidance and in the PCAOB’s final auditing standards. CONTENT AREA: Regulatory Updates TOPICS: Sarbanes-Oxley Act, Internal Controls, Section 404 - Internal Control Reporting, Compliance, PCAOB, GRC April 2, 2007 SEC Schedules Open Meeting to Discuss PCAOB'S Proposed Auditing Standard and SEC'S Management Guidance for Section 404 of Sarbanes-Oxley The Securities and Exchange Commission (SEC) announced on March 29 that it will hold an open meeting on April 4, 2007, to accomplish two objectives. First, the Commission will discuss the Public Company Accounting Oversight Board's (PCAOB) proposed auditing standard for complying with Section 404(b) of the Sarbanes-Oxley Act. Second, the SEC will discuss how the PCAOB’s proposed standard should be coordinated with the Commission's pending proposal to provide interpretive guidance for management of public companies implementing Section 404. Both proposals were published for public comment in December 2006 and the comment periods have since expired. This Flash Report provides commentary on what the SEC might be seeking to accomplish during this meeting. CONTENT AREA: Regulatory Updates TOPICS: Sarbanes-Oxley Act, Internal Controls, Section 404 - Internal Control Reporting, Compliance, GRC April 2, 2007 The SEC Adopts Rule to Allow a Foreign Private Issuer to Terminate Its Registration of Securities and Duty to File Reports During the week of March 19, 2007, the Securities and Exchange Commission (SEC) adopted long-awaited rules that will make it easier for foreign private issuers to deregister and terminate their SEC reporting obligations in the U.S. As explained earlier this week by the Commission's press release, the elimination of conditions that had been considered a barrier to entry will encourage participation in U.S. public capital markets and increase investor choice. This Flash Report further discusses these new rules. CONTENT AREA: Regulatory Updates TOPICS: Sarbanes-Oxley Act, Internal Controls, Section 404 - Internal Control Reporting, Compliance, Cross Border & Non-US Issues, GRC March 12, 2007 Japanese Guidelines for Internal Control Reporting Finalized – Differences in Requirements Between the U.S. Sarbanes-Oxley Act and J-SOX This Flash Report compares the requirements of the U.S. Sarbanes-Oxley Act with the requirements of J-SOX. Concern is being raised by Japanese companies about the short preparation time and lack of qualified resources with knowledge and experience in internal control evaluation. For Japanese companies and other main subsidiaries to build the system of internal control over financial reporting on a consolidated basis for the first time, it will be necessary to understand the intent of the Implementation Standards issued by the Business Accounting Council and to learn from practices and experiences with the Sarbanes-Oxley Act. CONTENT AREA: Regulatory Updates TOPICS: Compliance, Cross Border & Non-US Issues, Internal Controls, Japan, Sarbanes-Oxley Act, GRC January 29, 2007 U.S. Banking Regulators Release Notice of Proposed Rulemaking for Proposed Revisions to the current Risk-Based Capital Rules (Basel 1A) On Tuesday, December 26, 2006, the Office of the Comptroller of the Currency, the Board of Governors of the Federal Reserve System, the Federal Deposit Insurance Corporation, and the Office of Thrift Supervision (collectively, the “Agencies”) jointly issued a Notice of Proposed Rulemaking (Basel 1A NPR), which seeks comments on changes to risk-based capital rules for banking organizations that will not be mandated to comply with Basel II. The purpose of this Flash Report is to notify interested readers of the proposed revisions to the NPR and discuss the impact on Basel II institutions. CONTENT AREA: Regulatory Updates TOPICS: Basel, Compliance, Financial Services Industry, Financial and Credit Risk, GRC January 22, 2007 Subcommittee on Internal Control of Business Accounting Council Releases an Exposure Draft of Implementation Standards On November 21, 2006, Japan’s Financial Services Agency (FSA) released a 93 page draft of “Implementation Standards for Evaluation and Audit of Internal Control over Financial Reporting” (Exposure Draft). This document is intended to supplement the “Standards for Evaluation and Audit of Internal Control over Financial Reporting” (Draft Standard), which was issued on December 8, 2005 after closing its exposure period. This publication highlights the three sections discussed in the Exposure Draft: Internal Control Basic Framework; Evaluation and Reporting of Internal Control over Financial Reporting; and Audit of Internal Control over Financial Reporting. CONTENT AREA: Regulatory Updates TOPICS: Compliance, Cross Border & Non-US Issues, Internal Controls, Japan, Sarbanes-Oxley Act, Section 302 - Executive Certifications, Section 404 - Internal Control Reporting, GRC January 1, 2007 The SEC’s Proposed Interpretive Guidance on Management’s Internal Control Evaluation: A Briefing On December 13, 2006, the SEC voted unanimously to take action to improve the cost-effectiveness of the implementation of Section 404 of the Sarbanes-Oxley Act. One of the Commission’s actions was to propose interpretive guidance to assist management in planning and performing its annual evaluation of internal control over financial reporting. During the week of December 18, 2006, the Commission published its proposed interpretive guidance. This Flash Report summarizes the proposed guidance. CONTENT AREA: Regulatory Updates TOPICS: Sarbanes-Oxley Act, Internal Controls, Section 404 - Internal Control Reporting, Compliance, Entity-Level Control, GRC January 1, 2007 The SEC’s Proposed Interpretive Guidance on Management’s Internal Control Evaluation: A Briefing (证交会建议就管理层的内部控制评估作出诠释性指引
–简介) 2006年12月13日，证券交易委员会 (以下简称“证交会”) 经过投票，一致同意采取措施改善实施《萨班斯-奥克斯利法案》第404条款的成本效益。委员会的其中一项措施是提出诠释性指引，以协助管理层规划及执行其财务报告内部控制的年度评估。2006年12月13日的证交会快报已提及此建议指引以及证交会的其它有关建议。证交会于上周刊发了其建议的诠释性指引，该指引载于证交会网页上的“建议规则”项下。本快报对该建议指引作了更具体的概括。 CONTENT AREA: Regulatory Updates TOPICS: Sarbanes-Oxley Act, Internal Controls, Section 404 - Internal Control Reporting, Compliance, China, Entity-Level Control, GRC January 1, 2007 What's New with the Board's Recent Proposals to Revise Auditing Standard No. 2 Based on Protiviti’s review of the recently published PCAOB materials, this Flash Report summarizes what is new with respect to the PCAOB’s proposals and is intended to assist interested parties in understanding the nature and scope of the changes in the Board’s direction to auditors performing an audit of internal control over financial reporting (ICFR). CONTENT AREA: Regulatory Updates TOPICS: Financial Reporting, Internal Controls, Sarbanes-Oxley Act, PCAOB, External Auditor January 1, 2007 What's New with the Board's Recent Proposals to Revise Auditing Standard No. 2 (上市公司会计监管委员会对《第2号审计准则》作出的最新修订建议) 2006年12月19日，上市公司会计监管委员会全体成员经过投票，一致通过就发布有关建议准则及规则并征询公众意见的决议，该建议准则及规则将取代现行的《第2号审计准则》。早前于2006年12月19日发布的委员会快报突出强调这些建议是基于委员会公开会议的陈述和会谈所作出的。本期快报更加详细地归纳出委员会的最新修订建议，目的在于帮助相关利益群体理解委员会对审计师执行有关财务报告内部控制审计指引变化的性质和范围。 CONTENT AREA: Regulatory Updates TOPICS: Financial Reporting, Internal Controls, Sarbanes-Oxley Act, PCAOB, External Auditor, China December 19, 2006 PCAOB Proposes Revised Auditing Standard on Internal Control over Financial Reporting On December 19, 2006, the Public Company Accounting Oversight Board (PCAOB) voted unanimously to issue proposed standards and rules for public comment that will replace Auditing Standard No. 2 (AS2). If issued and approved, these proposals will produce (a) two new auditing standards, (b) a new rule and (c) a new amendment to the Board’s interim standards. This flash report provides a overview of the proposals and a summary of the key changes. CONTENT AREA: Regulatory Updates TOPICS: Financial Reporting, Internal Controls, Sarbanes-Oxley Act, PCAOB, External Auditor December 19, 2006 PCAOB Proposes Revised Auditing Standard on Internal Control over Financial Reporting (上市公司会计监管委员会建议对有关财务报告内部控制的审计准则作出修订) 2006年12月19日，上市公司会计监管委员会（以下简称“委员会”）全体成员经过投票，一致通过就发布有关建议准则及规则并征询公众意见的决议，该建议准则及规则将取代现行的《第2号审计准则》。如获发布和批准，这些建议将产生：(a) 两项新的审计准则，(b) 一项新的规则，及(c) 有关委员会临时准则的一项修订。 CONTENT AREA: Regulatory Updates TOPICS: Financial Reporting, Internal Controls, Sarbanes-Oxley Act, PCAOB, External Auditor, China December 18, 2006 SEC Grants Further Relief From the Section 404 Requirements to Smaller Companies and Newly Public Companies The Securities and Exchange Commission granted further relief to smaller public companies from compliance with the Sarbanes-Oxley Act of 2002, and specifically with Section 404 of the Act. The Commission also adopted amendments that provide for a transition period for a newly public company before it becomes subject to the Section 404 requirement to evaluate the effectiveness of internal control over financial reporting. This Flash Report discusses these rules. CONTENT AREA: Regulatory Updates TOPICS: Sarbanes-Oxley Act, Internal Controls, Section 404 - Internal Control Reporting, Compliance, GRC December 18, 2006 SEC Grants Further Relief From the Section 404 Requirements to Smaller Companies and Newly Public Companies (证交会进一步放宽对小型上市公司及新上市公司关于404条款的合规要求) 美国证券交易委员会（简称证交会）于2006年12月15日进一步放宽了对小型上市公司关于《2002年萨班斯-奥克斯利法案》的合规要求，特别是对有关404条款的合规要求。此外，证交会还采纳了有关修订，规定新上市公司在根据404条款的要求对财务报告内部控制的有效性进行评估之前可以拥有一个过渡期。 CONTENT AREA: Regulatory Updates TOPICS: Sarbanes-Oxley Act, Internal Controls, Section 404 - Internal Control Reporting, Compliance, China, GRC December 18, 2006 SEC Proposes Interpretive Guidance on Management’s Internal Control Evaluation and a Change to the Auditor Attestation During an open meeting on December 13, 2006, the SEC voted unanimously to take actions to improve the cost-effectiveness of the implementation of Section 404 of the Sarbanes-Oxley Act. These proposals focus on assisting management in planning and performing its annual internal control evaluation; clarifying the annual evaluation of internal control; and requiring only an auditor opinion on internal control over financial reporting. This flash report summarizes these proposed actions. CONTENT AREA: Regulatory Updates TOPICS: Sarbanes-Oxley Act, External Auditor, Internal Controls, PCAOB, Section 404 - Internal Control Reporting, Compliance, GRC December 18, 2006 SEC Proposes Interpretive Guidance on Management’s Internal Control Evaluation and a Change to the Auditor Attestation (证交会建议就管理层的内部控制评估作出诠释性指引，并建议对审计师的鉴证要求作出修改) 在2006年12月13日召开的公开会议上,美国证券交易委员会(简称证交会)全体成员一致投票决定采取以下措施,以改善«2002年萨班斯-奥克斯利法案»(简称«萨班斯法案»)404条款实施工作的成本效益: 建议作出诠释性指引,以协助管理层计划并执行其对财务报告内部控制的年度评估； 建议对相关的规则作出修订,从而明确说明如果公司选择根据诠释性指引来评估财务报告内部控制,那么该公司就满足了该等规则所要求的年度评估；建议修订鉴证报告要求,审计师只需对财务报告内部控制的有效性发表意见。 CONTENT AREA: Regulatory Updates TOPICS: Sarbanes-Oxley Act, External Auditor, Internal Controls, PCAOB, Section 404 - Internal Control Reporting, Compliance, China, GRC December 11, 2006 PCAOB Announces the Nature of the Forthcoming Proposed Revisions to Auditing Standard No. 2 The PCAOB announced an open meeting for Tuesday, December 19, 2006 to consider proposing for public comment a new auditing standard to replace the Board’s existing Auditing Standard No. 2 (AS2) on an integrated audit of both internal control over financial reporting (ICFR) and the financial statements. This flash report summarizes the five goals that the Board's proposal will address. CONTENT AREA: Regulatory Updates TOPICS: Financial Reporting, Internal Controls, Sarbanes-Oxley Act, PCAOB, External Auditor December 11, 2006 PCAOB Announces the Nature of the Forthcoming Proposed Revisions to Auditing Standard No. 2 (上市公司会计监管委员会公布对第2号审计准则的建议修订内容) 上市公司会计监管委员会（简称PCAOB）今天宣布，将于12月19日（星期二）举行公开会议，以征求公众意见，以考虑制定一项新的审计准则以取代PCAOB现有的有关对财务报告内部控制及财务报表进行整合审计的第2号审计准则。在PCAOB召开公开会议之前，美国证券交易委员会（简称SEC）也将召开一次公开会议，预计届时SEC将发布针对管理层的指引，并且可能会对404条款的若干方面做出精简。SEC目前定于12月13日召开此会议。 CONTENT AREA: Regulatory Updates TOPICS: Financial Reporting, Internal Controls, Sarbanes-Oxley Act, PCAOB, External Auditor, China November 6, 2006 PCAOB Staff Signals Potential Revisions to Auditing Standard No. 2 Earlier this year the PCAOB announced a plan to revise Auditing Standard No. 2 (AS2). That plan was announced in the aftermath of the joint roundtable conducted with the SEC in May. In a recent article published by CFO.com on October 27, 2006, Thomas Ray of the PCAOB staff outlined in an interview several changes to AS2 that the Board was considering. This Flash Report summarizes the points made in the article and provides Protiviti commentary. CONTENT AREA: Regulatory Updates TOPICS: Financial Reporting, Internal Controls, Sarbanes-Oxley Act, PCAOB, External Auditor, Entity-Level Control October 23, 2006 U.S. Basel II Notice of Proposed Rulemaking Seeks to Maintain Strong Capital Base in the United States The intent of Basel II is to enhance the risk sensitivity of banks’ capital measurement and management systems. This publication discusses, three proposed changes in the Notice of Proposed Rulemaking (NPR) that act as circuit breakers to ensure certain thresholds are maintained to prevent capital levels from dropping too much or too fast. These circuit breakers include the addition of a transitional floor period, a maximum threshold for aggregate capital reduction and an additional risk parameter. CONTENT AREA: Regulatory Updates TOPICS: Audit Committee & Board, Basel, Cash & Treasury, Corporate Governance, Financial Services Industry, Financial and Credit Risk, GRC September 25, 2006 SEC Chief Accountant Issues Guidance on Stock Option Dating The SEC has provided some commentary and guidance on “current events” regarding historical stock option activity in a letter on September 19, 2006 to the Chairs of the Committee on Corporate Reporting and the Center for Public Company Audit Firms. This Flash Report summarizes the messages in this letter. CONTENT AREA: Regulatory Updates TOPICS: Financial Reporting, Sarbanes-Oxley Act, Compliance, Cross Border & Non-US Issues, Audit Committee & Board, Internal Controls, Section 404 - Internal Control Reporting, GRC September 18, 2006 SEC Staff Issues Staff Accounting Bulletin 108 to Clarify Consideration of the Effects of Prior Year Errors When Quantifying Misstatements in Current Year Financial Statements The U.S. Securities and Exchange Commission announced the release of a Staff Accounting Bulletin (SAB) that provides interpretive guidance on how the effects of the carryover or reversal of prior year misstatements should be considered in quantifying a potential current year misstatement. This Flash Report discusses the SEC staff’s point of view and the transition process for adopting the approach outlined in the SAB. Although SAB 108 is effective for fiscal years ending after November 15, 2006, early application is encouraged and the Flash Report discusses how that is accomplished. CONTENT AREA: Regulatory Updates TOPICS: Financial Reporting, Sarbanes-Oxley Act, Compliance, Cross Border & Non-US Issues, Audit Committee & Board, Internal Controls, Section 404 - Internal Control Reporting, GRC August 28, 2006 Frequently Asked Questions About the NAIC’s Annual Financial Reporting Model Regulation While many private and not-for-profit companies already have adopted certain measures voluntarily in response to the Sarbanes-Oxley Act (SOX), the National Association of Insurance Commissioners (NAIC) has taken a step that requires all insurance companies to implement certain requirements that mirror, in part, requirements of SOX, including Section 404. This was prompted by the NAIC’s adoption of revisions to the Annual Financial Reporting Model Regulation (“Model Audit Rule”) on June 11, 2006. This publication discusses how these revisions have three potential impacts on insurance companies and provides answers to frequently asked questions. CONTENT AREA: Regulatory Updates TOPICS: Financial Services Industry, Sarbanes-Oxley Act, Audit Committee & Board, Internal Controls, Section 302 - Executive Certifications, Section 404 - Internal Control Reporting, Compliance, GRC August 14, 2006 Check Your Options: The Devil is in the Details The consequences of option timing can be severe, resulting in possible violations of SEC disclosure rules, misstatement of compensation expense and negative tax implications for companies as well as back taxes and penalties for executives. While today’s headlines focus primarily on the scrutiny over the dating of options, this Flash Report focuses on what management should be doing to address this challenging environment. It also encapsulates a number of risk areas related to stock options and their accounting challenges – potentially leading to the headlines of tomorrow. The Flash Report includes an executive summary outlining seven steps management should consider and tracks the roots of the current controversy and summarizes risk factors which, if unaddressed, could lead to future controversies. CONTENT AREA: Regulatory Updates TOPICS: Audit Committee & Board, Compliance, Corporate Governance, Financial Reporting, Payroll, GRC August 14, 2006 SEC Offers Further Relief from Section 404 Compliance for Smaller Public Companies and Many Foreign Private Issuers The SEC issued two releases to grant smaller public companies and many foreign private issuers further relief from compliance with Sarbanes-Oxley Section 404. These releases represent a follow-up on certain points articulated in the Commission’s plan to improve the implementation of Section 404, as announced on May 17, 2006. This Flash Report describes the Commission's recommendations and their impact on foreign private issuers, non-accelerated filers, and new public companies. CONTENT AREA: Regulatory Updates TOPICS: Financial Reporting, Sarbanes-Oxley Act, Compliance, Cross Border & Non-US Issues, Audit Committee & Board, Internal Controls, Section 404 - Internal Control Reporting, GRC August 14, 2006 SEC Offers Further Relief from Section 404 Compliance for Smaller Public Companies and Many Foreign Private Issuers (证交会进一步放宽对小型上市公司与许多国外私人发行商关于404条款的合规要求) 证券交易委员会（以下简称" 证交会"）发布了两份文件，进一步放宽了小型上 市公司与许多国外私人发行商有关2002 年萨班斯-奥克斯利法案（以下简称" 萨奥法案"）的合规要求，特别是对有关404 条款的合规要求。这两份文件是对证交会于2006 年5 月17 日公布的404 条款实施改进计划的重要补充。该计划是在证交会就该问题召开的圆桌会议后予以公布的。证交会颁布这两份文件的目的是为证交会及上市公司会计监管委员会提供时间，以对404 条款的实施流程进行评估和改进，从而如Cox 主席所描述的那样" 提高投资者的效率并为其节约成本"。证交会颁布了两份文件，原因是其中一份文件是最终规则，另外一份则是建议书。 CONTENT AREA: Regulatory Updates TOPICS: Financial Reporting, Sarbanes-Oxley Act, Compliance, Cross Border & Non-US Issues, Audit Committee & Board, Internal Controls, Section 404 - Internal Control Reporting, China, GRC July 17, 2006 COSO Issues New Guidance for Smaller Public Companies On July 11, 2006, the Committee of Sponsoring Organizations of the Treadway Commission (COSO) issued its guidance on the application of the Internal Control – Integrated Framework to smaller companies. COSO’s new guidance was developed at the SEC’s request to make the Internal Control – Integrated Framework, issued in 1992, easier and more cost-effective for smaller companies to apply. The attached Flash Report provides an overview of the latest guidance issued by COSO. CONTENT AREA: Regulatory Updates TOPICS: Sarbanes-Oxley Act, COSO, Section 404 - Internal Control Reporting, External Auditor, Internal Audit, Internal Controls, Entity-Level Control July 17, 2006 SEC Publishes Concept Release as a Prelude to Issuing Guidance to Management on the Evaluation of the Effectiveness of Internal Control Over Financial Reporting On July 11, the SEC published a Concept Release as a prelude to its forthcoming guidance to management of public companies to assist them in conducting their assessments of the effectiveness of internal control over financial reporting (ICFR). Through the Concept Release, the SEC seeks to understand better the extent and nature of public interest in the development of additional guidance for management regarding the company’s evaluation and assessment of ICFR. This understanding is intended to assist the Commission in developing guidance which addresses the needs and concerns of public companies, consistent with the protection of investors. CONTENT AREA: Regulatory Updates TOPICS: Internal Controls, PCAOB, Section 404 - Internal Control Reporting, External Auditor, Reporting/Disclosure, Sarbanes-Oxley Act May 22, 2006 PCAOB Announces Plan to Improve Auditors’ Implementation of the Internal Control Reporting Provisions On May 17, 2006, the PCAOB announced a four-point plan to improve auditors’ implementation of the internal control reporting provisions of SOA. The Board’s announcement coincided with the SEC’s announcement of its plan for improving Section 404 implementation. The Board announced that it will proceed with four initiatives to assist with the implementation of Auditing Standard No. 2 (AS2). This report discusses these initiatives. CONTENT AREA: Regulatory Updates TOPICS: Financial Reporting, Internal Controls, Sarbanes-Oxley Act, PCAOB, External Auditor May 22, 2006 SEC Announces Action Plan for Improving Section 404 Implementation On May 17, 2006, the SEC announced its plan for taking action to improve the implementation of the Section 404 internal control requirements of the Sarbanes-Oxley Act. The actions the Commission intends to take include issuing guidance for companies and working with the PCAOB on revisions of its internal control auditing standard. The expected actions will also include SEC inspections of PCAOB efforts to improve Section 404 oversight and a brief further postponement of the Section 404 requirements for the “smallest company filers.” The Commission also reiterated its commitment to Section 404 compliance by stating that “ultimately all public companies will be required to comply with the internal control reporting requirements.” CONTENT AREA: Regulatory Updates TOPICS: Sarbanes-Oxley Act, Internal Controls, PCAOB, Section 404 - Internal Control Reporting, External Auditor, Reporting/Disclosure May 22, 2006 Summary of Major Themes from SEC Roundtable on Second-Year Experiences with Internal Control Reporting and Attestation Provisions The Securities and Exchange Commission (SEC) hosted a roundtable discussion on Wednesday, May 10, 2006 focused on the second year experiences with the internal control reporting and attestation provisions related to SOX. During the panel discussions, the dialogue surfaced many points of view regarding the Section 404 compliance process, including the costs and benefits of the process, the roles of management and auditors during the process, and the areas where there was significant opportunity to improve the process. Input was obtained by the moderators on how to make the process more cost-effective. This flash report expands upon these topics. CONTENT AREA: Regulatory Updates TOPICS: Sarbanes-Oxley Act, Internal Controls, PCAOB, Section 404 - Internal Control Reporting, External Auditor, Reporting/Disclosure May 22, 2006 Summary of Major Themes from SEC Roundtable on Second-Year Experiences with Internal Control Reporting and Attestation Provisions (证交会第二年度内控报告及鉴证条款合规情况圆桌会议主题概要) 证券交易委员会(简称"证交会")于2006年5月10日召开圆桌会议,就2002年萨班斯-奥克斯利法案(简称"萨班斯法案")所载上市公司要求中有关内控报告及鉴证条款在第二年度的执行情况进行讨论,重点放在该法案的404条款。会议由证交会与上市公司会计监管委员会共同举行,共分为5个座谈小组,着重解决下列问题: 第二年度回顾, 管理层的估计与评估. 财务报告内部控制的审计, 对市场的影响, 下一步措施. CONTENT AREA: Regulatory Updates TOPICS: Sarbanes-Oxley Act, Internal Controls, PCAOB, Section 404 - Internal Control Reporting, External Auditor, Reporting/Disclosure, China May 8, 2006 Protiviti Response to SEC Request for Experiences with Respect to SOX Section 404 In connection with its May 10 roundtable on Section 404 implementation conducted jointly with the PCAOB, the SEC recently requested comments and feedback from registrants, accounting firms and other interested parties on the implementation of the Sarbanes-Oxley internal control provisions. Based on our extensive experience as an SOA advisor to clients worldwide, Protiviti submitted a comment letter focusing on the current state of compliance and the challenges registrants face in improving the cost-effectiveness of compliance. Read our letter to the SEC. CONTENT AREA: Regulatory Updates TOPICS: Sarbanes-Oxley Act, Section 404 - Internal Control Reporting May 1, 2006 SEC Advisory Committee on Smaller Public Companies Issues Final Report As expected, the Securities and Exchange Commission (SEC) Small Company Advisory Committee issued its Final Report to the Commission on April 23, 2006. Entitled “The Final Report of the Advisory Committee on Smaller Public Companies to the United States Securities and Exchange Commission,” the report contains the same primary recommendations included in the draft report issued for public comment in February. CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Sarbanes-Oxley Act, Audit Committee & Board, Internal Controls, PCAOB, Section 404 - Internal Control Reporting, GRC April 24, 2006 Basel II Flash Report On March 30, 2006, the US Regulators released a draft of the Notice of Proposed Rulemaking (the "NPR") on proposed revisions to the Basel II Advance Notice of Proposed Rulemaking ("ANPR") risk-based capital rules released in June of 2004. The purpose of this Flash Report is to notify interested readers of the publication of the NPR and briefly highlight selected areas of the NPR. CONTENT AREA: Regulatory Updates TOPICS: Compliance, Fraud, Financial Services Industry, Cash & Treasury, Basel, Financial and Credit Risk, GRC March 27, 2006 Addressing Recent Changes Driven by International Convergence 2005 was another record breaking year for financial statement restatements -- many driven by international companies implementing the new International Financial Reporting Standards, but numerous others resulted from issues arising from the application of current standards, rules and guidance. This Flash Report provides explanations of changing standards and rules impacting a large number of companies and outlines key questions for management to assist them in understanding whether such changes impact their organization's financial reporting. CONTENT AREA: Regulatory Updates TOPICS: Cross Border & Non-US Issues, Corporate Governance, Accounting/Finance, Financial Reporting, IFRS, GRC March 13, 2006 SEC Advisory Committee on Smaller Public Companies Recommends Section 404 Compliance Relief The Securities and Exchange Commission (SEC) Small Company Advisory Committee held an open meeting on February 21, 2006 to present a draft of its final report due to the Commission in April. The draft report contains proposed recommendations of the Committee on improving the current securities regulatory system for smaller companies. The Committee’s primary recommendation is that the SEC should scale the regulations on internal controls to enhance compliance and reduce cost, with emphasis on rightsizing the compliance requirement within the spirit of Section 404. This flash report expands upon these topics. CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Sarbanes-Oxley Act, Audit Committee & Board, Internal Controls, PCAOB, Section 404 - Internal Control Reporting, GRC February 6, 2006 Compliance with Laws and Regulations and Guidance on Compliance Implementation There is an increasing volume of legislation impacting on the internal control framework that organizations choose to implement. Organizations should be aware of the relevant legislation, regulation, and business practices around the world — particularly in all countries in which they do business — to assess the organizational impacts and requirements. CONTENT AREA: Regulatory Updates TOPICS: Compliance, Cross Border & Non-US Issues, Laws & Regulations, Privacy, Sarbanes-Oxley Act, Section 302 - Executive Certifications, Section 404 - Internal Control Reporting, Basel, European Union, GRC December 19, 2005 PCAOB Issues Report on Initial Implementation of Auditing Standard No. 2 On November 30, 2005, the PCAOB issued a report discussing issues identified during the Board's monitoring of the implementation of Auditing Standard No. 2 (AS2). The Board's report indicated that its monitoring has focused on whether the audit firms’ audit methodologies, and the firms’ execution of those methodologies, resulted in audits of internal control over financial reporting (ICFR) that are efficient and effective. This flash report summarizes the Board's observations. CONTENT AREA: Regulatory Updates TOPICS: Financial Reporting, Internal Controls, Sarbanes-Oxley Act, PCAOB, External Auditor December 19, 2005 SEC Amends Accelerated Filing Rules and Proposes New Deregistration Rules for Foreign Companies On December 14, 2005, the SEC adopted rules affecting acceleration of filing deadlines for periodic reports required under the Securities Exchange Act of 1934. The Commission also voted to publish for comment rule proposals concerning (a) the process whereby a foreign private issuer can terminate reporting requirements for classes of its securities registered under the Exchange Act and (b) the best-price rule on tender offers. This flash report expands on these topics. CONTENT AREA: Regulatory Updates TOPICS: Cross Border & Non-US Issues, Financial Reporting, Reporting/Disclosure December 5, 2005 Basel 1a Flash Report On October 6, 2005, US Banking Regulators released an Advance Notice of Proposed Rulemaking (ANPR) on proposed revisions to the Basel I risk-based capital rules, the first step in formally changing US banking regulations. Potential revisions are being considered as a result of the increasing sophistication of bank activities and the potential competitive inequalities Basel II may produce for banks remaining on the Basel I standard. CONTENT AREA: Regulatory Updates TOPICS: Compliance, Fraud, Financial Services Industry, Cash & Treasury, Basel, Financial and Credit Risk, GRC November 7, 2005 COSO Issues Draft of Guidance for Smaller Public Companies Reporting on Internal Control over Financial Reporting COSO published for comment an exposure draft proposing new guidance on the use of its Internal Control – Integrated Framework to address the needs of smaller businesses in fulfilling the requirements of Section 404 of SOX. The proposed guidance outlines 26 fundamental principles associated with the five key components of internal control included on the COSO Framework. The exposure draft defines and describes each principle, lists a variety of approaches smaller companies can use to incorporate the principles into practice, and includes real-world examples of how smaller companies have effectively applied the principles. CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Sarbanes-Oxley Act, COSO, Internal Controls, Audit Committee & Board, Entity-Level Control, GRC September 26, 2005 SEC Postpones Section 404 Compliance for Non-Accelerated Filers and Proposes Changes in Accelerated Filing Rules The SEC extended the compliance dates for non-accelerated filers with respect to the inclusion of an internal control report in their annual reports and the evaluation, as of the end of each fiscal period, of any change in the company’s internal control over financial reporting that occurred during the period that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting. In addition, the SEC voted to propose amendments to the periodic filing deadlines and the Exchange Act Rule 12b-2 definition of an accelerated filer. CONTENT AREA: Regulatory Updates TOPICS: Sarbanes-Oxley Act, External Auditor, PCAOB, Reporting/Disclosure, Internal Controls, Section 404 - Internal Control Reporting August 22, 2005 SEC Advisory Committee on Smaller Public Companies Recommends Relief for Non-Accelerated Filers Last week, the SEC Advisory Committee on Smaller Public Companies proposed the following recommendations to the Commission: extend the compliance date for non-accelerated filers to fiscal years ending on or after July 15, 2007; modify the definition of a “small company" by raising the market cap floor for accelerated filers; and do not subject a small public company to the accelerated filing deadlines which are scheduled for phase-in over the next year. CONTENT AREA: Regulatory Updates TOPICS: Sarbanes-Oxley Act, External Auditor, PCAOB, Reporting/Disclosure, Internal Controls, Section 404 - Internal Control Reporting May 23, 2005 SEC Issues Guidance on Implementation of Internal Control Reporting Requirements On Monday, May 16, 2005, the SEC released a statement following the staff’s consideration of the feedback received before and during the Commission's Roundtable on Implementation of Internal Control Reporting Provisions conducted on April 13, 2005. At the conclusion of the roundtable, the Commission requested the staff to consider whether additional guidance and clarification of certain issues was appropriate in light of first year experiences with implementing Section 404. This Flash Report provides a summary of such guidance. In addition, this report discusses how the SEC staff guidance also complements the guidance provided by the PCAOB to auditors with respect to applying Auditing Standard No. 2. CONTENT AREA: Regulatory Updates TOPICS: Sarbanes-Oxley Act, External Auditor, PCAOB, Reporting/Disclosure, Internal Controls, Section 404 - Internal Control Reporting April 18, 2005 Summary of General Themes from SEC Roundtable on Implementation of Internal Control Reporting Provisions On Wednesday, April 13, 2005, the SEC hosted a roundtable discussion on the implementation of the internal control reporting requirements for public companies as outlined under Section 404 of The Sarbanes-Oxley Act . The one-day roundtable was comprised of six panels that were designed to address several topics relating to the process of evaluating and reporting on internal control over financial reporting. This Flash Report presents a summary of the general themes from the roundtable. CONTENT AREA: Regulatory Updates TOPICS: Sarbanes-Oxley Act, Corporate Governance, Section 404 - Internal Control Reporting, Reporting/Disclosure, GRC March 14, 2005 Commentary on Frequently Asked Questions Regarding the SEC’s Extension of the Section 404 Compliance Date for Non-Accelerated Filers and Foreign Filers On March 2, 2005, the SEC extended the compliance date for non-accelerated filers and foreign private issuers with respect to including an internal control report in their annual reports in accordance with Section 404 of The Sarbanes-Oxley Act of 2002 (SOA). Protiviti issued a Flash Report, dated March 2, 2005, summarizing this SEC extension. This Flash Report, issued March 4, 2005, updates the prior report and addresses questions asked by many companies since the SEC issued its extension. Frequently asked questions in this Flash Report include how this extension affects accelerated and non-accelerated filers, market capitalizations close to $75 million, and how IPOs are handled. CONTENT AREA: Regulatory Updates TOPICS: Sarbanes-Oxley Act, Corporate Governance, Compliance, Section 404 - Internal Control Reporting, Reporting/Disclosure, GRC March 7, 2005 SEC Extends Section 404 Compliance Date for Non-Accelerated Filers and Foreign Filers The Securities and Exchange Commission (SEC) extended the compliance dates for non-accelerated filers and foreign private issuers relating to the inclusion of Section 404 internal control reports in their annual reports and the evaluation of changes in the company’s internal control over financial reporting. Under this extension, non-accelerated filer and foreign private issuers must begin to comply with Section 404 reporting requirements on for its first fiscal year ending on or after July 15, 2006. This is a one-year extension from the previously established July 15, 2005, compliance date for non-accelerated filers and foreign private issuers. CONTENT AREA: Regulatory Updates TOPICS: Sarbanes-Oxley Act, Corporate Governance, Compliance, Section 404 - Internal Control Reporting, Reporting/Disclosure, GRC December 6, 2004 PCAOB Adopts Temporary Transitional Rule Relating to Auditing Standard No. 2 Timing its activities with the postponement by the Securities and Exchange Commission (SEC) of the internal control reporting requirements for certain accelerated filers, the Public Company Accounting Oversight Board (PCAOB) met to adopt a temporary rule that would permit the delayed filing of auditors' internal control reports consistent with the SEC's order. CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Sarbanes-Oxley Act, Audit Committee & Board, Financial Reporting, Internal Audit, Internal Controls, PCAOB, Reporting/Disclosure, Section 404 - Internal Control Reporting, GRC December 3, 2004 SEC Postpones Filing Date for Internal Control Reports for Some Accelerated Filers The Securities and Exchange Commission issued an “exemptive order” to grant certain accelerated filers up to an additional 45 days after their 10-K filing deadline to include in their annual reports the following two reports required under The Sarbanes-Oxley Act of 2002, Section 404: (1) management’s report on internal control over financial reporting and (2) the related auditor’s report on management’s assessment of internal control over financial reporting. CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Sarbanes-Oxley Act, Compliance, Financial Reporting, Internal Controls, Reporting/Disclosure, Section 404 - Internal Control Reporting, GRC November 22, 2004 SEC Approves Temporary Postponement of Final Phase-In Period for Accelerated Filers As expected, the U.S. Securities and Exchange Commission (SEC) issued a final release adopting proposed amendments to postpone, for one year, the final phase-in period for acceleration of periodic report deadlines that apply to so-called "accelerated filers." The purpose of the accelerated filing phase-in period was to allow a transition for companies to adjust their reporting schedules and to develop efficiencies to ensure that the quality and accuracy of reported information would not be compromised. CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Sarbanes-Oxley Act, Financial Reporting, Internal Controls, Reporting/Disclosure, Section 404 - Internal Control Reporting, GRC October 18, 2004 Complying with New Business Continuity and Contingency Plan Rules While new NYSE and NASD business continuity requirements are clearly aimed at the securities industry's member firms, their impact is already being felt in other areas. These new rules signal a more hands-on regulatory approach that impacts business and information technology functions and processes within companies. This article outlines the 10 minimum requirements that must be addressed. CONTENT AREA: Regulatory Updates TOPICS: Business Continuity Management, Internal Audit, Laws & Regulations, Compliance, Financial Services Industry, GRC October 11, 2004 SEC Staff Issues Responses to Additional Frequently Asked Questions Regarding Management’s Report on Internal Control Over Financial Reporting The SEC has updated the frequently asked questions document on its website regarding management’s issuance of internal control reports in compliance with Section 404 and disclosure in Exchange Act periodic reports. These responses address questions the SEC staff has received from time to time regarding the implementation and interpretation of the Commission’s rules CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Sarbanes-Oxley Act, Audit Committee & Board, Financial Reporting, Internal Audit, Internal Controls, PCAOB, Reporting/Disclosure, Section 404 - Internal Control Reporting, GRC August 30, 2004 SEC Proposes to Postpone Final Phase-In Period for Acceleration of Periodic Report Filing Dates The Securities and Exchange Commission (SEC) proposed to postpone for one year the final phase-in period for accelerating the due dates of periodic reports required to be filed quarterly and annually under the Securities Exchange Act of 1934 by registrants commonly known as "accelerated filers." CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Sarbanes-Oxley Act, Financial Reporting, Project Management, GRC August 16, 2004 SEC Official Reports Commission is Considering Delay of Certain Initiatives to Enable Companies to Comply with Section 404 In a speech delivered on Tuesday, August 10, 2004, SEC Chief Accountant Donald Nicolaisen informed the American Accounting Association that the Section 404 rules under The Sarbanes-Oxley Act of 2002 requiring public companies to review the effectiveness of their internal control over financial reporting are so important that the Commission may recommend that other requirements and initiatives be delayed ''at least temporarily'' to help companies put the Section 404 reforms in place. CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Sarbanes-Oxley Act, Enterprise Risk Management, Financial Reporting, Project Management, Section 404 - Internal Control Reporting, GRC July 5, 2004 SEC Names Director of New Office of Risk Assessment On July 1, 2004 the SEC announced the selection of Charles A. Fishkin as Director of the newly formed Office of Risk Assessment (ORA). ORA will coordinate the Commission’s internal risk teams to improve the agency's ability to anticipate potential problem areas across the securities industry, and will focus on early identification of new or resurgent forms of fraud and illegal or questionable activities. CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Sarbanes-Oxley Act, Financial Reporting, Risk Management & Assessment, GRC July 5, 2004 SEC Staff Announces Intention to Publish Comment Letters On-Line The staff of the Securities and Exchange Commission (SEC) has announced their intention to make available on the Commission’s website the staff’s comment letters and the subsequent filer responses to the staff’s comments. The action will apply to the staff’s letters of comment on filings made after August 1, 2004. CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Sarbanes-Oxley Act, Financial Reporting, GRC June 28, 2004 SEC Issues Frequently Asked Questions Regarding Management’s Report on Internal Control The Securities and Exchange Commission (SEC) has posted a frequently asked questions document on its website regarding management’s issuance of internal control reports in compliance with Section 404 of The Sarbanes-Oxley Act and management's disclosure in Exchange Act periodic reports. This flash report summarizes the SEC staff’s views on certain topics. CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Sarbanes-Oxley Act, Enterprise Risk Management, Financial Reporting, Internal Controls, Section 404 - Internal Control Reporting, GRC June 21, 2004 PCAOB Adopts Final Standard for Audit Documentation On June 9, 2004, the Public Company Accounting Oversight Board (PCAOB) unanimously adopted Auditing Standard No. 3, Audit Documentation, to establish general requirements for documentation auditors should prepare and retain in connection with engagements conducted pursuant to the Board’s standards. While these rules apply to audit firms performing audits in accordance with generally accepted auditing standards (as defined by the PCAOB), they may be of interest to internal auditors, Section 404 compliance teams and other parties. CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Sarbanes-Oxley Act, Enterprise Risk Management, Financial Reporting, Document Retention, PCAOB, GRC June 21, 2004 SEC Approves PCAOB Auditing Standard No. 2 Regarding Audits of Internal Control Over Financial Reporting On June 17th, 2004 the Securities and Exchange Commission finalized its long-awaited approval of Auditing Standard No. 2, An Audit of Internal Control Over Financial Reporting Performed in Conjunction with an Audit of Financial Statements. The Public Company Accounting Oversight Board (PCAOB) had earlier released Auditing Standard No. 2 on March 9, 2004. The SEC applied its normal process of exposing the PCAOB's standard to the public and receiving letters of comment. In announcing its approval of the standard, the Commission reported that various implementation questions were identified during the comment period, and implementation guidance will be forthcoming shortly for the benefit of issuers and their auditors. Accordingly, companies should expect both the SEC and PCAOB staffs to issue guidance on specific issues. CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Sarbanes-Oxley Act, Enterprise Risk Management, Financial Reporting, Internal Controls, PCAOB, Section 404 - Internal Control Reporting, GRC April 12, 2004 SEC Requires Additional Form 8-K Disclosure Items and Accelerates 8-K Filing Date Last month, the Securities and Exchange Commission (SEC) adopted amendments to expand the number of events that are reportable on Form 8-K, the Exchange Act form used by public companies to disclose important corporate events on a current basis. The amendments added eight new items to the list of events requiring filing of the form and transferred, in part, two items from the periodic report requirements to the Form 8-K reporting requirements. In addition, the Commission expanded two pre-existing Form 8-K items. CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Sarbanes-Oxley Act, Financial Reporting, Reporting/Disclosure, GRC March 15, 2004 PCAOB Adopts Final Standard for Audits of Internal Control Over Financial Reporting On Tuesday, March 9, the PCAOB held its open meeting and adopted PCAOB Auditing Standard No. 2, "An Audit of Internal Control Over Financial Reporting Performed in Conjunction with an Audit of Financial Statements." The standard will be submitted to the SEC for approval and become effective when approved by the Commission. This Flash Report summarizes the final standard, focusing on the Board's changes from the proposed standard. CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Sarbanes-Oxley Act, Enterprise Risk Management, Financial Reporting, Internal Controls, PCAOB, Section 404 - Internal Control Reporting, GRC March 1, 2004 Open Meeting Scheduled by PCAOB to Finalize Standard for Audits of Internal Control Over Financial Reporting On February 24, 2004 the PCAOB announced the scheduling of an open meeting on Tuesday, March 9, to consider the adoption of the long-awaited auditing standard, "An Audit of Internal Control Over Financial Reporting Performed in Conjunction with an Audit of Financial Statements." The Board also announced that the text of the final standard will be posted to its Web site as soon as possible after the Board's meeting. CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Sarbanes-Oxley Act, Financial Reporting, GRC March 1, 2004 SEC Extends Effective Date of Section 404 Compliance On February 24, 2004 the SEC extended the effective dates for implementing the Sarbanes-Oxley Act Section 404 internal control over financial reporting requirements by both accelerated and non-accelerated filers. A company that is an "accelerated filer" must begin to comply with Section 404 for its first fiscal year ending on or after November 15, 2004. CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Sarbanes-Oxley Act, Enterprise Risk Management, Financial Reporting, Project Management, Section 404 - Internal Control Reporting, GRC February 16, 2004 Canadian Securities Regulators Issue New Investor Confidence Measures On January 1, 2004, securities regulators in Canada released three new rules to address investor confidence and uphold the reputation of Canada's capital markets. The rules were adopted by the Canadian Securities Administrators, a council of the 13 securities regulators of Canada's provinces and territories that coordinate and harmonize regulation for the Canadian capital markets. CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Laws & Regulations, Cross Border & Non-US Issues, Financial Reporting, Canada, GRC February 9, 2004 NYSE and Nasdaq Publish FAQs on New Corporate Governance Rules Recently, the NYSE and Nasdaq posted “Frequently Asked Questions” on their respective websites relating to the new corporate governance listing standards, which were approved by the SEC late last year. These FAQs address a variety of topics relating to the new corporate governance rules and may be useful to public companies in understanding the applicable listing requirements. CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Laws & Regulations, Sarbanes-Oxley Act, Financial Reporting, GRC February 2, 2004 OFAC Compliance: The Role of Internal Audit Since Sept. 11, 2001, governments and regulators globally have recommitted themselves to strengthening anti-money laundering regimes and enforcing anti-money laundering requirements. In the United States, the heightened emphasis has been accompanied by an increased focus on compliance with the regulatory requirements of the Office of Foreign Assets Control (OFAC). In many companies, the responsibility for conducting independent testing of the OFAC program falls to internal audit. To discharge this responsibility effectively, internal auditors must understand the OFAC requirements and how these requirements could impact their companies. CONTENT AREA: Regulatory Updates TOPICS: Ethics, Fraud, Internal Audit, Compliance, Cross Border & Non-US Issues, Financial Reporting, GRC December 8, 2003 SEC Adopts Rules on Disclosure of Nominating Committee Functions and Communications Between Security Holders and Boards of Directors On November 19, 2003, the SEC adopted rules to improve disclosure to investors regarding nominating committee processes and the ways by which security holders may communicate with directors. The Commission expects these new disclosure requirements to enhance the transparency of the proxy process as it relates to the director nominating and election process. They are also intended to improve the shareholder communications processes of public companies. CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Sarbanes-Oxley Act, Financial Reporting, Section 302 - Executive Certifications, Audit Committee & Board, Reporting/Disclosure, GRC November 17, 2003 SEC Approves New Rules Proposed and Adopted by NYSE and NASD to Strengthen Corporate Governance Standards for Listed Companies On November 4, the Securities and Exchange Commission (SEC) approved the listing requirements proposed by the New York Stock Exchange (NYSE) and the National Association of Securities Dealers (NASD), or the so-called "self-regulatory organizations". This long-awaiting action by the SEC is intended to further strengthen corporate governance standards for listed companies. This action is one of the last reforms arising from the corporate scandals leading to The Sarbanes-Oxley Act of 2002 (SOA). CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Internal Audit, Sarbanes-Oxley Act, Compliance, Financial Reporting, GRC October 20, 2003 Auditing Standards for Internal Control over Financial Reporting – An Update This week's report is issued to supplement the Proposed Auditing Standards for Internal Control over Financial Reporting from October 7, 2003, with more specifics regarding the proposed standard and what it means to public companies. CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Sarbanes-Oxley Act, Enterprise Risk Management, Financial Reporting, Internal Controls, PCAOB, Section 404 - Internal Control Reporting, GRC October 13, 2003 The PCAOB Issues Final Rules for Inspections of Accounting Firms On October 7, 2003, the Public Company Accounting Oversight Board (PCAOB) adopted final rules relating to inspections of registered public accounting firms. These rules subject registered public accounting firms to such regular and special inspections as the Board may from time to time conduct. The rules implement the authority and responsibility that the Sarbanes-Oxley Act (SOA) gives the Board to report information indicating possible violations of law or professional standards to the SEC and other federal and state regulatory and law enforcement authorities. CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Sarbanes-Oxley Act, Enterprise Risk Management, PCAOB, GRC October 13, 2003 The PCAOB Proposes Auditing Standards for Internal Control over Financial Reporting On October 7, 2003, the Public Company Accounting Oversight Board (PCAOB) unanimously voted to propose and issue for public comment a standard on an audit of internal control over financial reporting. The proposed auditing standard addresses both (a) the work that is required to audit internal control over financial reporting and (b) the relationship of such audits to audits of financial statements. CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Sarbanes-Oxley Act, Enterprise Risk Management, Financial Reporting, Internal Controls, PCAOB, Section 404 - Internal Control Reporting, GRC October 6, 2003 Document Retention/Destruction Policies in Response to Sections 802 and 1102 of the Sarbanes-Oxley Act of 2002 This memorandum, contributed by law firm O’Melveny & Myers LLP, discusses document retention and destruction policies in light of the expanded reach of the obstruction of justice laws, as amended by the Sarbanes-Oxley Act of 2002. CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Internal Audit, Risk Management & Assessment, Sarbanes-Oxley Act, Audit Committee & Board, Document Retention, GRC September 15, 2003 SEC Proposes Disclosure Requirements Related to Director Nominations and Shareholder Communications The Securities and Exchange Commission voted in August to propose rules that would strengthen the proxy process by requiring disclosures relating to the nomination of directors and shareholder communications with directors. These proposed changes focus on providing better information about the way board nominees are identified, evaluated and selected as well as on improving shareholder communications with directors. CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Sarbanes-Oxley Act, Financial Reporting, Audit Committee & Board, Reporting/Disclosure, GRC August 25, 2003 SEC Staff Responds to Frequently Asked Questions Regarding Auditor Independence Last week, the SEC's Office of the Chief Accountant issued its responses to 35 "frequently asked questions" regarding the application of the Commission's rules on auditor independence. Companies and their audit committees will want to pay close attention to these interpretations issued by the SEC staff. CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Sarbanes-Oxley Act, Enterprise Risk Management, Financial Reporting, GRC August 4, 2003 PCAOB Flash Report -- The PCAOB Conducts a Roundtable Meeting on July 29 to Address Issues Reporting on Internal Control The PCAOB conducted a roundtable meeting on Tuesday, July 29, to solicit views on the responsibilities of registered public accounting firms to report on the assessment of internal controls by issuers. This flash report document articulates the key points discussed during the roundtable and is accompanied with an appendix listing the 31 discussion questions introduced by the PCAOB. The summary captures the salient points exchanged during the meeting. CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Sarbanes-Oxley Act, Accounting/Finance, Financial Reporting, GRC July 28, 2003 Regulatory Pressure on Technology for Business Continuity Since 1996 U.S. government and industry bodies have increased the level of regulation for business continuity management. Most of these regulations call for investment and development in technology, and attention to its risks. This document summarizes business continuity regulations contained in the Health Insurance Portability and Accountability Act, the Sarbanes-Oxley Act, the Gramm-Leach-Bliley Act, the USA PATRIOT Act, and also in papers and notices issued by the Federal Reserve, the FERC, the IRS, and other agencies. CONTENT AREA: Regulatory Updates TOPICS: Business Continuity Management, Technology, Laws & Regulations, Compliance, GRC July 21, 2003 PCAOB Flash Report: The PCAOB Schedules a Roundtable Meeting on July 29 to Address Issues Reporting on Internal Control The PCAOB has scheduled a roundtable meeting for Tuesday, July 29, to solicit views on the responsibilities of registered public accounting firms to report on the assessment of internal controls by issuers. The roundtable will be looking at many issues from the perspective of the outside auditor. Companies will be given the opportunity to comment from a preparer’s perspective based on the outcome of these discussions. CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Sarbanes-Oxley Act, Accounting/Finance, Enterprise Risk Management, Financial Reporting, GRC June 16, 2003 SEC Issues Final Rules Implementing Internal Control Provisions of Sarbanes-Oxley Act and Amending Quarterly Certification Requirements On Friday, June 6, 2003, the Securities and Exchange Commission published its final rules on Section 404 of the Sarbanes-Oxley Act of 2002. This report follows up on the flash report of May 28th. The published rules provide further insights regarding the comments made by the SEC commissioners and staff during the Commission's open meeting on May 27, 2003. Key provisions of the final rules are described herein. CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Sarbanes-Oxley Act, Compliance, Enterprise Risk Management, Financial Reporting, Internal Controls, Section 404 - Internal Control Reporting, GRC May 28, 2003 SEC Implements Internal Control Provisions of Sarbanes-Oxley Act and Amends Quarterly Certification Requirements On May 27, 2003, the SEC voted unanimously to adopt new rules (1) concerning management's report on internal control over financial reporting and (2) requiring Exchange Act Reporting Companies to provide the certifications required by Sections 302 and 906 of Sarbanes-Oxley Act (SOA) as exhibits to the periodic reports to which they relate. Last October, the Commission published proposals to implement the requirements of Section 404 of SOA. This report provides a summary of the major changes in the final rules as compared to the proposal. CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Sarbanes-Oxley Act, Financial Reporting, Internal Controls, Section 302 - Executive Certifications, GRC May 5, 2003 SEC Votes to Prohibit Improper Influence of Auditors New rules prohibit an issuer’s officers and directors, and persons acting under their direction, from coercing, manipulating, misleading or fraudulently influencing the auditor of the issuer's financial statements. CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Sarbanes-Oxley Act, Enterprise Risk Management, Financial Reporting, GRC April 21, 2003 PCAOB Flash Report: Chairperson of the Public Company Accounting Oversight Board Selected On April 15, 2003, the SEC announced that it has selected William J. McDonough as its nominee to be the new Chairperson of the five-member Public Company Accounting Oversight Board (PCAOB) established pursuant to the Sarbanes-Oxley Act of 2002. In contrast to last year's polarizing split resulting in the ouster of Harvey Pitt as SEC Chairman, Mr. McDonough's selection was unanimous among the SEC Commissioners. CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Sarbanes-Oxley Act, Financial Reporting, PCAOB, GRC April 21, 2003 SEC to Review Current Proxy Rules and Regulations to Improve Corporate Democracy The SEC has directed the Division of Corporation Finance to review the proxy rules and regulations and their interpretations regarding procedures for the election of corporate directors and formulate possible changes in those rules, regulations and interpretations. CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Sarbanes-Oxley Act, Laws & Regulations, Financial Reporting, Reporting/Disclosure, GRC April 14, 2003 PCAOB Flash Report: Recent Remarks by Charles Neimeier, Acting Chairman of the PCAOB At a recent seminar, the Acting Chairman of the Public Company Accounting Oversight Board (PCAOB) commented on changes on auditing and the impact on the audit committee. He spoke about registration of audit firms and the requirement that public companies must be audited by "registered" CPA firms. He indicated that the old peer review model will be replaced with a new model of "several hundred" investigators working as a review team under the supervision of the PCAOB. CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Sarbanes-Oxley Act, Enterprise Risk Management, Financial Reporting, Audit Committee & Board, PCAOB, GRC April 14, 2003 SEC Adopts Final Audit Committee Standards Rule Requiring Exchange Listing Standards for Audit Committees in Accordance with Sarbanes-Oxley Act Section 301 On April 1, 2003 the SEC adopted a final rule requiring US listed companies to comply with the audit committee requirements established by Section 301 of the Sarbanes-Oxley Act of 2002 (SOA). This update describes the final requirements and the required compliance dates. CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Sarbanes-Oxley Act, Financial Reporting, Audit Committee & Board, GRC April 7, 2003 SEC Proposes Rules Amending CEO, CFO Certification Requirements Under Sarbanes-Oxley On March 21, 2003, the Securities and Exchange Commission proposed amendments to its rules and forms that would require companies to provide the executive certifications required by Sections 302 and 906 of the Sarbanes-Oxley Act as exhibits to the periodic reports (Forms 10-K and 10-Q) to which they relate. The SEC stated that the purpose of the proposed amendments is to make it easier for investors to access the certifications more efficiently. CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Sarbanes-Oxley Act, Financial Reporting, Reporting/Disclosure, Section 302 - Executive Certifications, GRC March 3, 2003 SEC Adopts Rules on Regulation Analyst Certification On February 20, the SEC voted to adopt Regulation Analyst Certification to require that research reports disseminated by brokers, dealers, or covered persons include certifications by research analysts that the research report accurately reflects the analyst's personal views, and whether the analyst received compensation in connection with his or her specific recommendations. Brokers or dealers are also required to obtain research analyst certifications in connection with their public appearances. CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Sarbanes-Oxley Act, Financial Reporting, GRC February 10, 2003 SEC Adopts Attorney Conduct Rule Under Sarbanes-Oxley Act In late January the SEC voted to adopt a number of rules mandated by the Sarbanes-Oxley Act of 2002. The following document summarizes the final rule regarding the Attorney Conduct Rule Under Sarbanes-Oxley Act. CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Sarbanes-Oxley Act, Financial Reporting, GRC February 10, 2003 SEC Adopts Rules on Disclosure of Off-Balance Sheet Arrangements and Aggregate Contractual Obligations In late January the SEC voted to adopt a number of rules mandated by the Sarbanes-Oxley Act of 2002. The following document summarizes the final rules on Disclosure of Off-Balance Sheet Arrangements and Aggregate Contractual Obligations. CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Sarbanes-Oxley Act, Financial Reporting, Reporting/Disclosure, GRC February 10, 2003 SEC Adopts Rules on Retention of Records Relevant to Audits and Reviews In late January the SEC voted to adopt a number of rules mandated by the Sarbanes-Oxley Act of 2002. The following document summarizes the final rules on Retention of Records Relevant to Audits and Reviews. CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Sarbanes-Oxley Act, Financial Reporting, Document Retention, GRC February 10, 2003 SEC Adopts Rules Strengthening Auditor Independence In late January the SEC voted to adopt a number of rules mandated by the Sarbanes-Oxley Act of 2002. The following document summarizes the final rules strengthening auditor independence. CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Internal Audit, Sarbanes-Oxley Act, Taxation, Enterprise Risk Management, Financial Reporting, GRC November 18, 2002 SEC Proposes Rules to Implement Sarbanes-Oxley Act Provisions Concerning Standards of Professional Conduct for Attorneys On November 6, 2002, the SEC issued proposed rules implementing provisions of the Sarbanes-Oxley Act that prescribe "minimum standards of professional conduct for attorneys." This article summarizes the proposed rule which would require a lawyer to report any material violation of securities laws by the company. CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Sarbanes-Oxley Act, Financial Reporting, GRC November 11, 2002 SEC Issues Proposed Rules Implementing Additional Provisions of Sarbanes-Oxley Act The SEC has just issued proposals relating to (1) non-GAAP financial information, (2) rapid disclosure of financial information, (3) MD&A disclosure of off-balance sheet arrangements, contractual obligations and contingent liabilities and commitments and (4) insider trading during pension fund blackout periods. Each of these proposals are discussed briefly in this article. CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Sarbanes-Oxley Act, Financial Reporting, Reporting/Disclosure, GRC October 21, 2002 SEC Proposes More Sarbanes-Oxley Act Implementation Rules Pursuant to the provisions of the Sarbanes-Oxley Act(SOA), the SEC has taken steps to clarify what management should evaluate on a quarterly basis and what management should assess on an annual basis. The proposed rules "harmonize" the SEC and SOA requirements by requiring companies to conduct evaluations of their internal controls and procedures for financial reporting on a quarterly basis. The SEC has also proposed rules on other sections of SOA and solicited comments on the proposed rules and amendments. This article summarizes the main points of the proposal. CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Sarbanes-Oxley Act, GRC August 16, 2002 New York Stock Exchange - Summary of Proposed Corporate Governance Requirements This presentation outlines and summarizes the corporate governance requirements proposed by the New York Stock Exchange (“NYSE”) on August 16, 2002 for listed companies in reaction to a spate of malfeasance and securities frauds. The most significant changes include executive compensation committee parameters and a diktat stipulating an internal audit function. CONTENT AREA: Regulatory Updates TOPICS: Corporate Governance, Internal Audit, Sarbanes-Oxley Act, Audit Committee & Board, Compensation & Benefits, Financial Reporting, Internal Audit Administration, GRC September 17, 2001 Internal audit in banks - a best practice report The Basel Committee on Banking Supervision issued this paper on internal audit in banking organisations. The 19 page report provides a detailed definition of the principles and roles, and functioning of internal audit. CONTENT AREA: Regulatory Updates TOPICS: Audit Committee & Board, Basel, Canada, Corporate Governance, Cross Border & Non-US Issues, Financial Services Industry, France, Germany, Internal Audit, Italy, Japan, Risk Management & Assessment, United Kingdom, GRC Protiviti Flash Reports This page provides links to and summaries of the Protiviti analysis - flash reports - that have been released in conjunction with changes and announcements from COSO, the PCAOB, or the SEC. CONTENT AREA: Regulatory Updates TOPICS: Compliance, Corporate Governance, COSO, Financial Reporting, IFRS, Technology, Internal Controls, PCAOB, Sarbanes-Oxley Act, Section 404 - Internal Control Reporting, GRC
|