December 12, 2005
Dear Committee Members,
The SECís Internal Controls Sub-committee of the Advisory Committee on Smaller Public Companies has posted their initial recommendations for potential modifications to Sarbanes-Oxley on the SEC website at this link http://www.sec.gov/info/smallbus/acspc/pr-intcontrol.pdf. Final recommendations arenít due to be submitted for final SEC approval until April 2006.
The sub-committee is recommending Section 404 compliance be linked to a public companyís market capitalization as either a Micro-cap < $100M, a Smaller Company <$700M and Larger Company >$700M. They have also recommended that Section 404 compliance be further linked to revenue triggers - but I believe that the proposed revenue triggers are significantly too low. My company, which is traded OTC, would be classified as a Micro-cap under the market cap rule but as a Large Company under the proposed revenue rule. But rest assured we are one of the companies in a beleaguered industry who desperately need relief from the high costs of Section 404 compliance. Our existing internal processes together with out external auditors are completely adequate to ensure we are above-board.
My suggestion would be to only use market cap threshold to determine Section 404 compliance characteristics. As a secondary recommendation, if revenue triggers must be used then I suggest making the Smaller Company revenue trigger the same as the market cap threshold of $700M. As an aside, the sub-committee is recommending a Micro-cap revenue trigger which is larger than the Micro-cap market cap threshold.
Thanks for your consideration, and best regards,