As most companies know by now, “disclosure controls and procedures” involve gathering, analyzing and ultimately communicating information that must be disclosed in Exchange Act reports. The SEC has provided flexibility for companies to develop processes that are consistent with their business and culture, but senior executives ultimately have to assess the effectiveness of their disclosure […]
Compliance Week
Posted inAccounting & Auditing
Survey: Companies Avoiding Pro Forma Announcements
At last week’s annual conference of the National Investor Relations Institute, the results of a survey were released that show companies are attempting to avoid use of pro forma numbers in earnings statements. The survey, which was originally conducted to determine whether new disclosure rules were negatively impacting the flow of information to shareholders and […]
Posted inInternal Controls
Use of Auditor’s Risk Assessment Tools Under IC Rules
THE QUESTION Can a registrant use compliance and/or risk-assessment tools provided by its audit firm to document and assess internal controls? And if so, under what circumstances (i.e., if part of audit or attestation agreement; if done with management, etc.)? THE RESPONSE Registrants are breathing sighs of relief that they will have more time than […]
Posted inBoards & Shareholders
Directors, GCs Disconnected On In-House Counsel Role?
Though a recent joint survey from the ACCA and NACD trumped “significant agreement” about who bears responsibility for recent governance scandals, buried deep within the statistics were some eyebrow-raising insights into a possible disconnect between the expectations and perceptions of corporate directors towards in-house counsel. According to the numbers, the lawyers are either under-appreciated, or […]
Posted inInternal Controls
Deloitte Partner On Latest Section 404 Rulemaking Initiative
Why was the effective date pushed to June 15, 2004? Did the SEC ostensibly cave to corporate pressure? The effective date for accelerated filers, other than foreign private issuers, was changed to years ending on or after June 15, 2004 and to years ending on or after April 15, 2005 for all other issuers, including […]
Posted inFrom the Archive
Analysis Of “Going Private” Disclosures
As reported in the April 29th edition of Compliance Week, the law firm of Foley Lardner recently published a study that claimed companies can expect the cost of being public to increase by nearly 100 percent. The cause: more rigorous governance compliance, legal fees, D&O insurance, and disclosure requirements, and other costs associated with the […]
Posted inFrom the Archive
Governance Spending Expected To Trump Sustainability
Executives at multinational companies may claim that “managing for sustainability” is a top strategic priority, but their companies are not allocating resources at a rate that reflects those values. A recent PricewaterhouseCoopers survey shows that companies expect to increase spending on corporate governance, hiring policies and ethics programs at a far greater pace than social […]
Posted inFrom the Archive
M&A Activity Increasing, But So Is Post-SOX Scrutiny
Buried deep in PricewaterhouseCoopers’ most recent Management Barometer survey on M&A activity were some interesting statistics. The survey, which claimed that large U.S. multinational companies expect to increase M&A activity over the next two years, also stated that those acquisitions are getting closer scrutiny. Among the two areas that executives expect to spend more time […]
Posted inBoards & Shareholders
60 Percent Of Firms Changing Board Compensation
The shortage of qualified board candidates and a stronger corporate governance environment have prompted nearly 60 percent of companies to change some aspect of their outside board of director compensation in 2003, according to Hewitt Associates. Hewitt surveyed 187 companies nationwide (with median revenues of $3.7 billion) in its “Timely Topic Study on U.S. Board […]
Posted inInternal Controls
Internal Control Provisions of Sarbanes-Oxley Act
On May 27, 2003, the SEC voted to adopt rules concerning management’s report on “internal control over financial reporting” and certification of disclosures in Exchange Act periodic reports. Key components of the rule are listed below: Basic Concepts Section 404 of Sarbanes-Oxley mandated that the SEC adopt rules requiring companies to disclose in annual reports […]
