SOX Center

When the U.S. Securities and Exchange Commission moved last week to relax a provision of the Sarbanes-Oxley Act, it signalled the end to what could be called the Great Audit War.

Ever since U.S. lawmakers passed the corporate reforms in 2002, legal and financial executives have been waging a behind-the-scenes war with external auditors over the staggering costs and management burden stemming from what surely has been the largest corporate list-making exercise in history.

The culprit is a four paragraph passage in the now infamous Section 404 of Sarbanes-Oxley which requires thousands of U.S. and about 200 Canadian companies listed on American stock exchanges to “review and assess” the controls they have in place to detect financial reporting errors or fraud. The kicker is a requirement that outside auditors test and deliver an annual opinion about the effectiveness of the corporate safeguards.

With no guidance from the SEC about how to arrive at the annual opinion, the accounting police went, well, berserk demanding exhaustive tests and reports so auditors wouldn’t be liable if financial shenanigans were exposed.

globeinvestor: Bid adieu to the Great Audit War

The Office of Advocacy today praised Securities and Exchange (SEC) Commissioners Paul Atkins and Kathleen Casey for their willingness to reconsider the SEC decision not to extend the deadline for small public firm compliance with section 404 of the Sarbanes-Oxley Act. Advocacy wrote to the commissioners in the wake of the SEC’s decision not to grant postponement of deadlines for public firms with less than $75 million in market value.

In the letter Chief Counsel for Advocacy Thomas M. Sullivan asked the SEC to revisit the issue of compliance deadline extensions for smaller public firms. This request mirrors that of recent letters to the SEC by Senators John Kerry (D- Mass.), Chairman of the U.S. Senate Committee on Small Business & Entrepreneurship, and Olympia Snowe (R-Maine), the Ranking Member.

Kansas City infoZine News: SEC Should Reconsider Sarbanes-Oxley Extensions for Small Business

The financial burden of Sarbanes-Oxley Act (SOX) compliance is slowly, but surely starting to ease.

The cost of compliance with Section 404 of the SOX declined by 23% in fiscal 2006, according to a survey by Financial Executives International.

The Florham Park, New Jersey-based organization found the average company spent $2.9 million on SOX compliance in 2006, versus $3.8 million in 2005 and $4.5 million in 2004.

“Technology has a lot to do with the cost reduction,” said Sanjay Anand, chair of the Sarbanes-Oxley Institute. Public companies “are actually automating their controls. A good 20 to 30%, even as much 40%, of the cost reduction is actually coming from automated controls rather than manual controls.”

These cost reductions have come despite the fact that auditors’ fees have remained relatively steady, the research revealed. External auditor fees dropped by just 11% in 2006, from $1.35 million to $1.2 million.

ComputerWeekly: Sarbanes-Oxley compliance costs drop, better processes credited

The Sarbanes-Oxley Act, passed by the US Federal Government in response to the Enron scandal in 2002 has caused BioProgress to delist from NASDAQ for the second time, adding to the register of European firms fleeing the US market.

Cambridge-based specialty pharma and healthcare company, BioProgress has announced its intention to delist from the NASDAQ stock market on June 18, as a result of the limited benefits of trading on the American market becoming outweighed by the cost of adhering to the stringent laws instituted because of large scale corporate accounting scandals.

BusinessWeekly.co.uk: Another EoE firm abandons ‘burdensome’ NASDAQ

The PCAOB has killed its reviled internal-control standard. Now it’s up to the SEC to pronounce it officially dead.

Perhaps the most hated rule to come out of the Sarbanes-Oxley Act is dead. Well, almost. On Thursday, the Public Company Accounting Oversight Board voted unanimously to replace its controversial internal-control auditing standard with Auditing Standard No. 5. Critics of the original standard shouldn’t celebrate just yet, however. AS5 requires the Securities and Exchange’s approval, which will likely not happen for at least another month.

The PCAOB’s Auditing Standard No. 2 is the rule largely blamed for creating excessively high audit fees for companies complying with the Sarbanes-Oxley Act. Indeed, since auditors began using AS2, companies have complained that common interpretations of the standard wrought burdensome audits by promoting work for work’s sake and encouraging a rigid checklist approach.

CFO.com: Ding-Dong, AS2 Is Dead

Since the Sarbanes-Oxley Act was adopted in 2002, non-U.S. issuers have become increasingly disenchanted with the regulatory burden of being listed on a U.S. stock exchange or otherwise having SEC reporting obligations. The most significant reason for non-U.S. issuers wanting to terminate their U.S. obligations is to avoid the internal control requirements under section 404 of S-Ox. In response to criticism that the criteria for exiting the U.S. markets were too stringent, the SEC has adopted new rules to make it easier for these issuers to terminate their reporting obligations when there is relatively little interest in their securities among U.S. investors.

Under the new rules, foreign private issuers will generally be entitled to deregister with the SEC and cease reporting if, during a recent 12-month period, the average daily trading volume of their equity securities on U.S. stock exchanges is 5% or less of the worldwide average daily trading volume. Under the existing rule—to be eliminated for equity securities—a foreign private issuer may terminate its registration and cease filing reports with the SEC only if there are fewer than 300 U.S. resident holders. (Issuers who fail to satisfy the 5% trading test may still deregister if they have fewer than 300 holders.)

Mondaq: New Rules Make It Easier For Non-U.S. Issuers To Terminate Their SEC Reporting Obligations

The US Treasury has welcomed a statement released by the Securities and Exchange Commission and the Public Company Accounting Oversight Board regarding their votes to address the implementation of Section 404 of the Sarbanes-Oxley Act:

“The SEC and the PCAOB, after carefully considering the effects of Section 404, moved this week to strike the right balance in enhancing financial reporting quality and eliminating unintended costs,” announced Under Secretary for Domestic Finance Robert K. Steel. “These key reforms should ensure that Section 404 is implemented in a risk-based and appropriately-scalable fashion, without sacrificing investor protection or diminishing the value of sound internal controls over financial reporting. Now that the regulators have acted, it is critical that public companies and the auditing profession respond to this call.”

Steel added: “Treasury congratulates the SEC, the PCAOB and their chairmen, Chris Cox and Mark Olson, for their cooperation in working to uphold investors’ confidence in and the competitiveness of America’s capital markets.”

Investorsoffshore: Treasury Welcomes Sarbanes Oxley Reforms

U.S. accounting overseers voted Thursday to streamline rules for auditors’ assessments of corporate financial statements, in a move that supporters say will save time and simplify burdens imposed by the 2002 Sarbanes-Oxley Act.

By unanimous vote, the five members of the Public Company Accounting Oversight Board approved a new standard directing accounting companies to focus their audits of internal financial controls on the most important risks.

Under Section 404 of the Sarbanes-Oxley Act, public companies are required to test and report their procedures for catching financial misstatements and fraud. The law was approved in the wake of accounting scandals that brought down companies like Enron and WorldCom.

But Section 404 of the act came in for heavy criticism from companies who said it cost large amounts of time and money by requiring extensive and sometimes unnecessary checks on financial reporting. It’s also been the cause of hang- wringing among some lawmakers and experts who claim it’s partly responsible for making U.S. capital markets less attractive to foreign companies, who fear the heavy compliance burden of the law.

Nasdaq: UPDATE: Accounting Board Streamlines Sarbanes-Oxley Rules

The financial reporting legislation may be changed in order to relax stringent regulations and reduce the cost of compliance

Regulators are preparing to review elements of the Sarbanes-Oxley Act to determine whether or not portions of the financial reporting legislation should be relaxed to ease the burden on companies doing business in the United States.

On May 24, the PCAOB (Public Company Accounting Oversight Board) — the nonprofit oversight group created to help manage application of the Sarbanes Oxley Act — plans to meet in Washington to vote on a range of topics, including several issues that could shift the application of the legislation, originally passed in 2002 to help fight corporate financial fraud.

In the meetings, the group is expected to approve a final standard for auditing internal control over financial reporting as well as a related independence rule and several other measures.

If adopted, the rule will supersede PCAOB’s existing Auditing Standard No. 2, also known as “An Audit of Internal Control over Financial Reporting Performed in Conjunction with an Audit of Financial Statements.”

The PCAOB also plans to vote on two separate recommendations to amend its rules on the frequency and level of scrutiny in required inspections to test compliance with SOX.

Info World: Regulators to begin SOX reviews

Five years after being the first to file for whistle-blower protection under Sarbanes-Oxley, former CFO David Welch has lost the family farm and his savings, and still doesn’t have a job.

When David Welch became the first person to win protection under the whistle-blower provision of the Sarbanes-Oxley Act back in 2002, the former CFO of Cardinal Bancshares figured he would be back at work shortly.

“I thought everything would be fine when I filed the complaint,” he recalls. “I just wanted my job back. I enjoyed being a CFO.”

Nearly five years later, Welch is still unemployed, despite a Department of Labor ruling ordering the Floyd, Virginia-based bank to reinstate him. Last fall a U.S. district judge decided not to enforce the ruling.

Cardinal did not respond to multiple requests for comment on this story.

Welch claims he was fired from Cardinal after he raised questions about the bank’s accounting policies and internal controls, and subsequently refused to certify its financial results. The bank argued that Welch was suspended and later discharged solely because he refused to meet with Cardinal attorney Douglas Densmore, of law firm Flippin Densmore, and Michael Larrowe, an accountant whose firm was Cardinal’s external auditor, without a personal attorney.

CFO.com: Five Years Out of Work