It’s almost earnings reporting season again. To help companies get ready, this article reviews practices for handling earnings announcements in light of new SEC rules that took effect on March 28, 2003 and recent guidance provided by the staff of the SEC’s Division of Corporation Finance in the form of an FAQ issued on June […]
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Posted inEthics & Culture
When It Comes To Ethics, Directors Seldom Get Training
Ethics policies are only “Step One.” Step Two requires training. But an educated, ethical workforce still won’t prevent senior executives from committing fraud if they’re intent on doing so, nor will it motivate a Board unable (or unwilling) to identify potential problems. It’s surprising, then, that—while most companies have conducted ethics and compliance training for […]
Posted inInternal Controls
Cautionary Language in Disclosure Control Effectiveness Statements
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 […]
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 inFrom the Archive
Lessons From The Floor Of The NIRI Annual Conference
Last week’s National Investor Relations Institute annual conference was subtitled “Delivering Value Through IR Leadership.” But, in retrospect, it should have been called “Delivering IR Leadership Through Values.” Three years after the end of the longest bull market in history, corporate IR officers seem to have coalesced around a common realization; namely, that restoring trust […]
Posted inFrom the Archive
CalPERS Speaks Out On Independence Of External Auditor And Equity-Based Compensation Plans
The following letter was sent to approximately 1,800 companies in CalPERS U.S. equity portfolio on April 15, 2003: Investment Office P.O. Box 2749 Sacramento, CA 95812-2749 Telecommunications Device for the Deaf – (916) 326-3240 (916) 326-3400; FAX (916) 326-3330 April 15, 2003 RE: CalPERS’ actions to ensure: 1) independence of the external auditor; and, 2) […]
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 […]
