August 12, 2002
Jonathan G. Katz
Secretary, Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549-0609
Re: Proposed Rule: Certification of Disclosure in Companies' Quarterly and Annual Reports
Dear Mr. Katz:
Delphi Corporation respectfully submits this correspondence communicating our position on the above noted proposed rule.
We agree that investors require accurate and materially complete financial reporting to make informed investment and voting decisions. We believe the proposed rule will strengthen the financial reporting process, accordingly, we support its issuance, modified as necessary to conform to the recently signed Sarbanes-Oxley Act.
Specifically, we agree senior executive certifications will encourage an appropriate level of senior executive participation in the financial reporting process at companies where this is not already occurring. Additionally, we believe senior executive certifications will improve investor confidence. Therefore, we support the proposed rule requiring a company's chief executive officer and chief financial officer to certify the information in the company's quarterly and annual reports.
Secondly, we agree that it is necessary for companies to ensure their internal communications and other procedures operate in a manner such that important information flows to the appropriate collection and disclosure points in a timely manner. In fact, since its inception in 1999, Delphi has developed and maintained a robust financial reporting process designed to ensure our financial reports are complete and accurate. This process includes extensive input from our senior management including finance, legal, investor relations, risk management, and product sector management. Therefore, we support the proposed rule requiring companies to maintain, and periodically review and evaluate, procedures designed to assure they are able to collect, process and disclose the information required for financial reporting. We also believe the proposed rule has taken the correct approach by not mandating at a detail level procedures that must present in the design and evaluation of an internal communication and financial reporting system. We believe that the Securities and Exchange Commission should state its intent and objective in the rule, but allow each company to design specific procedures and processes appropriate to their individual operating environment.
Please contact us if you desire further input or clarification at (248) 813-2605.
John D. Sheehan
Chief Accounting Officer and Controller