SOX Center

As the SEC and PCAOB continue to revise their internal-control standards, what should small businesses do in the meantime? A few are asking senators for an extension.

More than 6,000 public companies face a serious dilemma about their Sarbanes-Oxley compliance: Should they use the current version of Section 404 now in reviewing internal controls over their financial reporting? Or should they wait until the Securities and Exchange Commission and Public Company Accounting Oversight Board issue final revisions later this year?

Decision time is approaching fast. Small businesses — or so-called non-accelerated filers — have until they file their 10-Ks for fiscal years that end on or after Dec. 15, 2007, to meet 404’s management assessment requirement. It’s a deadline that the SEC has extended several times, including that of the auditors’ attestation reports (non-accelerated filers don’t have to complete those documents until their 10-Ks are filed for fiscal years ending after December 15, 2008). And small-business advocates are hoping the SEC will extend those dates once again.

CFO.com: Could Small Biz Get Another Sarbox Reprieve?

Lawmakers and regulators in Washington, D.C., yesterday heard an earful from small-business owners, including some from Massachusetts, who claimed the Sarbanes-Oxley Act is burdening firms and stifling growth.

Complaints ranged from the costs associated with the act’s accounting regulations to firms balking at going public if it means spending so much money complying with provisions.

“From my perspective as an entrepreneur, the atmosphere for raising capital in the U.S. has taken a turn for the worse,” said Joseph Piche, chief executive of Franklin-based Eikos Inc., a privately held nanotechnology firm. Piche, whose firm has explored going public, and others testified at a hearing of the U.S. Senate’s Small Business and Entrepreneurship Committee, headed by Sen. John Kerry (D-Mass.).

Thomas Venables, chief executive of Benjamin Franklin Bancorp in Franklin, said his bank achieved compliance last year with a key provision of the act, Section 404, which requires extensive accounting procedures.

Boston Herald: Small biz hits Sarbanes-Oxley law

Chief Counsel for Advocacy Thomas M. Sullivan today commended the U.S. Senate Committee on Small Business & Entrepreneurship for holding a hearing on the impact of Section 404 of the Sarbanes-Oxley Act on smaller public companies.

In written testimony, Sullivan said, “The topic of how the Sarbanes-Oxley Act impacts small business is an important one, and the small business community will benefit by this Committee’s focus on the proposals under consideration by the Securities and Exchange Commission (SEC) and the Public Company Accounting Oversight Board (PCAOB).”

Sullivan noted that Advocacy’s involvement with the issue began in 2002 when the office asked then Chairman Oxley and Chairman Sarbanes to include flexibility in their bill sufficient to avoid unnecessary impacts on small public firms. Since then, Advocacy has issued several comment letters to the SEC and the PCAOB, held public roundtables, and given testimony before the U.S. Congress.

Yahoo!Finance: Advocacy Commends Senate Hearing on the Sarbanes-Oxley Act

Complete copy of the testimony

Commissioners gave the SEC staff the go-ahead to work with the PCAOB on making the proposed internal-control auditing standard less prescriptive and more aligned with Section 404.

The Securities and Exchange Commission is sending its accounting staff to work with the Public Company Accounting Oversight Board on additional revisions to the auditing standard that has been criticized by public companies and legislators for creating costly audits of internal controls.

At a Wednesday SEC hearing, staff members of the Office of the Chief Accountant asked the commissioners for permission to work with the PCAOB to address several concerns that were raised during the current public comment period on the revised Auditing Standard No. 2 — which both regulators loosely refer to as AS5. Saying the staff will be “fine-tuning” AS5, the commissioners voted unanimously on all the staffers’ requests.

The staff will now work on matching the tone and wording of AS5 with the SEC’s revised guidance for company management on complying with Section 404, the Sarbanes-Oxley Act’s provision for management’s assessment of internal controls over financial reporting. They will also work with the PCAOB to incorporate more principles-based language into AS5, clarify how the new standard is scalable for companies of all sizes, and adopt a less prescriptive approach for how auditors will decide to use the work of others, such as a company’s internal auditors.

CFO.com: SEC Tells Staff to Revise AS5

Retired Congressman Michael Oxley blames the PCAOB for starting “all the problems” with the Sarbanes-Oxley Act.

Michael Oxley has been guaranteed immortality — and perhaps a degree of infamy — since his name was affixed to the Sarbanes-Oxley Act of 2002, the most comprehensive set of corporate rule changes since the 1930s.

Earlier this year, Oxley retired from Congress after serving 25 years. However, the 63-year-old Republican from Ohio is not ready to fade from the scene. In the last month, he has picked up two new jobs, as counsel for the Cleveland-based law firm Baker Hostetler and non-executive vice chairman of Nasdaq.

The act that bears his name missed unanimous passage through Congress by a mere three votes in the House, and initially received grudging lip service from a shaken corporate America. But a little noticed section, just 168 words long, soon changed the debate from whether Sarbox was essential to restoring confidence in the U.S. capital market to whether it was destroying it. Section 404, which required companies and their auditors to examine and report on the processes behind their financial reporting, quickly became the most expensive and hated provision of the act.

CFO.com:Oxley: I’m Not Happy with Sarbox

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By December 15, 2007, all public companies with yearly revenues totaling $75,000,000 or less are mandated to comply with section 404(a) of the Sarbanes-Oxley (SOX) Act of 2002. Section 404(a) holds management responsible for internal control procedures Section 404(a) which requires these non-accelerated filer’s to complete documentation of internal controls and procedures for financial reporting.

Software vendors are creating new and revising old products to handle the Sarbanes-Oxley compliance, while auditors try to keep from drowning in the workload. In many cases, organizations are using the software products they know rather than adopting new products that can increase their productivity and help them reduce costs and work hours. Typically, clients are tracking their significant accounts and processes in either a relational database or in a simple Excel-based spreadsheet. A survey of SOX compliance implementers noted that 88.9 percent of the respondents were using generic products such as Excel, Access or Visio to complete SOX related tasks. Companies can save valuable time and money resources by instead implementing software applications designed specifically for SOX compliance.

The SEC’s Commissioners today endorsed the recommendations of the agency’s professional staff to eliminate waste and duplication in the Sarbanes-Oxley compliance exercise, in a move that will particularly benefit smaller companies. The Commissioners urged the SEC staff to continue to work closely with the Public Company Accounting Oversight Board (PCAOB) to make the internal controls provisions of Section 404 of the Sarbanes-Oxley Act of 2002 more efficient and cost effective.

Under the Sarbanes-Oxley Act, PCAOB audit standards must first be approved by the SEC and cannot take effect without a vote of the Commission. The Commission expects the new PCAOB standard will be submitted for SEC review by the end of May or early June, in time for the 2007 financial statement audits.

SEC: SEC Commissioners Endorse Improved Sarbanes-Oxley Implementation To Ease Smaller Company Burdens, Focusing Effort On ‘What Truly Matters’

Commission announced it will hold an open meeting on April 4, to discuss the Public Company Accounting Oversight Board’s proposed auditing standard for Section 404 of the Sarbanes-Oxley Act and the coordination of the proposed changes with the SEC’s own guidance concerning implementation.

Both proposals were published for public comment in December 2006, with the comment period ending for both on Feb. 26.

In May 2006, the SEC and the PCAOB pledged to make compliance with Sarbanes-Oxley’s internal control provisions more efficient and cost effective for public companies of all sizes.

WebCPA: SEC Schedules Meeting to Discuss 404 Changes

Finance chiefs think that the revised SEC and PCAOB standards won’t change anything because they cancel each other out.

Mismatches between the internal-controls proposals of the Securities and Exchange Commission and the Public Company Accounting Oversight Board will keep compliance with Section 404 of the Sarbanes-Oxley Act overly burdensome and costly, CFOs think.

In letters to the SEC and the PCAOB commenting on the regulators’ proposed revisions to their guidelines, senior finance executives say that the tone and wording of the rules are too different to accomplish their main goal: to get senior top corporate management and audit firms on the same page in assessing and attesting to a company’s internal controls over financial reporting.

CFO.com: “CFOs: 404 Compliance Back at Square One”

Congressman Gregory W. Meeks (D-NY), a member of the House Financial Services Committee, along with Reps. Tom Feeney (news, bio, voting record) (R-Fla.) and Pete Sessions (news, bio, voting record) (R-Texas) will be holding press conference on Tuesday, March 13 in room SC-6 of the Capitol at 10:00 AM in order to re-introduce a bill to make improvements to Section 404 of the Sarbanes-Oxley Act of 2002. The bill is designed to reduce some of the financial burdens that have been put on small to mid cap businesses as a part of attesting to the soundness of their internal control functions.

The bill is the COMPETE Act of 2007, which stands for Competitive and Open Markets that Protect and Enhance the Treatment of Entrepreneurs Act first introduced by both Meeks and Feeney in 2006.

Yahoo!: U.S. Reps. Meeks, Feeney and Sen. DeMint Aim to Make Improvements to Section 404 of the Sarbanes-Oxley Act of 2002