March 9, 2008
February 29, 2008
Nancy M. Morris, Secretary
Securities and Exchange Commission
100 F Street, NE Washington, DC 20549-1090
RE: File Number S7-06-03
I would like to take this opportunity to comment on the proposed amendments of the temporary rules, which have to do with the internal control over financial reporting relative to the periodic reports of non-accelerated filers as well as the implementation of Section 404 of Sarbanes-Oxley.
As for the proposed amendment, I agree that it would be appropriate to extend the auditor attestation requirement for non-accelerated filers based on the fact that without this extension many smaller companies may begin to incur unnecessary compliance costs in getting the management reports ready for the fiscal year. If given the extension, the study to determine whether the Section 404(b) auditor attestation requirement of the Sarbanes-Oxley Act being implemented will be cost-effective for smaller reporting companies will be complete. The Securities and Exchange Commission will then know if the improvements are going to beneficial or not. The proposed 1 year postponement for this requirement would be a reasonable amount of time to provide the completion of the study and adequate time for the companies affected to get ready for the changes and plan for future increases or decreases in the additional costs for the companies.
As for the application of Section 404 requirements being more or less efficient and effective for non-accelerated filers with the deferral of the auditors attestation report is a bit more complicated. On one hand, with the 1 year deferral means that for one additional year the companies do not have to abide by the requirements and account for the additional costs that may come from the requirements. On the other hand, the deferral means that investors are going to be less confident in the assessment completed by management because the auditors are not coming in to check over the managements work.
With the postponement the non-accelerated filer would not have to include, in its annual report, an auditor attestation report on managements assessment of internal control over financial reporting. The non-accelerated filers would be required to complete only management assessment in their first and second year with their compliance with Section 404 requirements. This would give smaller companies time to get ready for the auditor attestation report requirement along with helping the smaller companies avoid the unnecessary compliance costs making it more efficient and cost-effective.
I appreciate the opportunity to comment on the proposed amendment to extend the auditor attestation requirement for non-accelerated filers and the implementation of Section 404 of Sarbanes-Oxley.
2008 Accounting Graduate
University of Wisconsin – La Crosse