From: Robert B. Briscoe
To The Chairmanís Office of the SEC,
Mr. Greifeld, President and CEO of Nasdaq, expresses my position and feelings completely in his letter (below) in todayís WSJ.
Under the Sarbanes-Oxley legislation, there are many incentives for CFOs in my position to have adequate internal controls over financial reporting without the auditor attestation requirements of SOX 404. We are one of 418 first time SOX 404 filers in 2005. SOX 404 compliance has been a costly, contentious process as a result large company implementation rule trying to be applied to smaller public companies.
We are a well-managed, high performing, highly regulated, small bank holding company without any material weaknesses in internal controls over financial reporting. We significantly improved a number of control processes during the implementation process which we would have done whether or not our auditors had to attest to our assessment of our controls. The auditor attestion process for larger company PCAOB rules being applied to smaller companies has been largely a waste of management time shareholder value.
If smaller public companies arenít provided some significant relief from the current SOX 404 implementation rules, the SEC will be doing a monumental disservice to smaller public companies. The end result, in the opinion of many, will be a lot fewer smaller public companies, fewer jobs, weaker economic growth and a weaker economy. I donít believe that what the lawmakers had in mind when they passed the SOX 404 legislation with an estimated average implementation cost of $91,000 per public company?
Please accept the recommendations of the SEC Smaller Company Advisory Committee. Their recommendations are reasonable for companies and do not ask for any change in the Sarbanes Oxley legislation, only in the methods of implementation.
Robert B. Briscoe