Securities and Exchange Commission: Internal Control Over Financial Reporting in Exchange Act Periodic Reports of Non-Accelerated Filers, GAO-08-998R, July 16, 2008
Pursuant to section
801(a)(2)(A) of title 5, United States Code, this is our report on a major rule
promulgated by the Securities and Exchange Commission (the Commission),
entitled ďInternal Control Over Financial Reporting in Exchange Act Periodic
Reports of Non-Accelerated FilersĒ (RIN: 3235-AJ64). We received the rule on
The final rule further postpones the application of
certain requirements under the Sarbanes-Oxley Act of 2002 to companies that are
non-accelerated filers. The requirement for
companies whose application is being delayed is that these companies include in
their annual reports an attestation report by their independent auditors on
internal control over financial reporting.
Under this final rule, a non-accelerated filer will be required to file
the auditorís attestation report with its first annual report for a fiscal year
ending on or after
Enclosed is our assessment of the Commissionís compliance with the procedural steps required by section 801(a)(1)(B)(i) through (iv) of title 5 with respect to the rule. Our review indicates that the Commission complied with the applicable requirements.
If you have any questions about this report or wish to contact GAO officials responsible for the evaluation work relating to the subject matter of the rule, please contact Michael R. Volpe, Assistant General Counsel, at (202) 512-8236.
Robert J. Cramer
Associate General Counsel
REPORT UNDER 5 U.S.C. sect. 801(a)(2)(A) ON A MAJOR
ISSUED BY THE
SECURITIES AND EXCHANGE COMMISSION
"INTERNAL CONTROL OVER FINANCIAL REPORTING IN
EXCHANGE ACT PERIODIC REPORTS OF
(i) Cost-benefit analysis
The Commission examined the costs and benefits of this final rule. The benefit is that the rule will postpone for 1 year the date by which a non-accelerated filer must begin to include in its annual report an auditor attestation report on managementís assessment of internal control over financial reporting. The Commission believes this delay will benefit investors by helping smaller companies avoid incurring unnecessary compliance costs as the Commission determines whether further action to improve the effectiveness and efficiency of the requirement is warranted.
According to the Commission, the costs of this final rule include the fact that investors in non-accelerated filers will have to wait longer than they would in the absence of the deferral for the assurances provided by the attestation report by the companiesí auditor on management's report. The Commission concluded that the risk that some investors may lose confidence in non-accelerated filers is small.
(ii) Agency actions relevant to the Regulatory Flexibility Act, 5 U.S.C. sections 603-605, 607, and 609
The Commission prepared a Regulatory Flexibility Analysis in compliance with the Act. The Commission concluded that this final rule will impact some small entities. The Commission detailed in the final rule alternatives considered and actions taken to minimize significant adverse impacts on small entities.
(iii) Agency actions relevant to sections 202-205 of the Unfunded Mandates Reform Act of 1995, 2 U.S.C. sections 1532-1535
As an independent regulatory agency, the Commission is not subject to the Act.
(iv) Other relevant information or requirements under acts and executive orders
Administrative Procedure Act, 5 U.S.C. sections 551 et seq.
The Commission promulgated
this final rule using the notice and comment procedures found in the
Administrative Procedure Act. 5 U.S.C. sect.
Paperwork Reduction Act, 44 U.S.C. sections 3501-3520
The Commission determined that this final rule does not result in any change in the collection of information requirements under the Act and therefore is not revising the burden estimates submitted to the Office of Management and Budget (OMB) under prior rulemakings.
Statutory authorization for the rule
The Commission promulgated this rule under the authority of section 19 of the Securities Act of 1933; sections 3, 12, 13, 15, 23, and 36 of the Securities Exchange Act of 1934; and sections 3(a) and 404 of the Sarbanes-Oxley Act of 2002. 15 U.S.C. sections 77s, 78c, 78l, 78m, 78o, 78w, 7202(a), 7262.
Securities Exchange Act of 1934, 15 U.S.C. sections 78c(f), 78w(a)(2)
Section 3(f) of the Act requires the Commission to determine whether a rulemaking will promote efficiency, competition, and capital formation. 15 U.S.C. sect. 78c(f). Section 23(a)(2) of the Act also prohibits any rulemaking that would impose a burden on competition not necessary or appropriate in furtherance of the purposes of the Act. 15 U.S.C. sect. 78w(a)(2). The Commission concludes that this rule will promote efficiency and capital formation and will not impact competition.
Executive Order No. 12,866
The Commission is not subject to Executive Order 12,866 because it is an independent regulatory agency.