March 14, 2013
I am the Chief Financial Officer of Cascade Microtech, Inc. (NASDAQ: CSCD) and would like to comment on proposed rule 34-69030 (SR-NASDAQ-2013-032) requiring all NASDAQ listed companies to have an internal audit function. As a small filer, Cascade Microtech maintains internal controls with management oversight. Further, our external audit firm meets regularly with our Audit Committee including private sessions without management's presence. These meetings review closing processes, controls, accounting entries, required communications, annual audit fees/budgets, annual committee agenda, new accounting pronouncements, and the quality of our accounting controls and processes.
My concern with the proposed rule is that it sets the scope of work for the internal audit organization which would reduce flexibility to meet specific needs of each organization and may create duplicate work as some compliance activities are typically managed through quality, environmental, health and safety organizations. As a result, the company would be impacted by increased costs while following a more rigid scope of work. This proposal also comes at a time when considerable resources and costs are being directed at ongoing compliance activities such as reporting on conflict minerals and other regulatory requirements.
Regarding flexibility, since the new rule sets the scope of work, it would likely replace the current process whereby the Audit Committee is able to direct our internal audit function. As it exists today, our Audit Committee is focused on operational reviews that are addressed as part of our audit process and are specific to the current issues faced by our organization.
Through the direction of our Audit Committee together with the support of our external auditors and our ongoing compliance with current regulations, we have a control environment that appropriately supports a small filer company with revenues of less than $120M per year. Adding an internal audit function for small companies reduces our ability to be competitive.
In conclusion, I believe the proposed rule requiring an internal audit function and outlining its role should be withdrawn.