November 27, 2002
Mr. Jonathan G. Katz
Re: File No. S7-40-02
Dear Mr. Katz:
In response to the Commission's request for comment on its proposed rules regarding disclosures about financial experts serving on a company's audit committee, pursuant to Section 407 of the Sarbanes-Oxley Act, Kaydon Corporation has the following comments:
We do believe that all members of our Audit Committee should understand generally accepted accounting principles, Kaydon's internal controls, Kaydon's financial statements, and Kaydon's external financial reporting procedures. We do not believe, however, that the only way to develop all of these attributes is to have experienced them as a public accountant or auditor or a principal financial officer, controller, or principal accounting officer of a company comparable with Kaydon. For example, we believe that many current and former chief executive officers, treasurers, investment bankers and business school academics understand generally accepted accounting principles, internal controls, financial statements, and external financial reporting requirements sufficiently to execute the financial expert's oversight role. We believe this, despite the fact that most of these people have not served in one of the specifically identified positions under the Commission's proposed definition of a financial expert, nor have they directly experienced applying generally accepted accounting principles in preparing or auditing financial statements. We believe that the Commission's proposed definition of a financial expert is too narrow and will result in many companies being forced to report that they do not have a financial expert serving on their audit committee, even though the members of their audit committees are adequately qualified to fill the role of a financial expert in assisting the audit committee in overseeing the audit process. We believe this could lead investors to inappropriate conclusions regarding the effectiveness of audit committee oversight, and ultimately to misinformed investment decisions. We believe the Commission should establish criteria for a board of directors to consider in determining which, if any, members of its audit committee are financial experts, but that the final determination should vest with the board based on the specifics of their individual company. The criteria should ensure that a financial expert is financially literate and able to read and understand financial statements in a comprehensive way.
Additionally, we do not believe that investors need to know the names of the financial experts on the audit committee. Disclosure by the board of directors as to whether or not the audit committee contains financial experts (however defined) is sufficient. The Commission's release states, "The mere designation of the financial expert should not impose a higher degree of individual responsibility or obligation on a member of the audit committee. Nor do we intend for the financial expert designation to decrease the duties and obligations of other audit committee members or the board o directors." While not the Commission's intent, we strongly believe that disclosure of the names of any financial experts creates a higher degree of responsibility in the minds of investors, and will lead to exactly the situation the Commission intents to avoid. Furthermore, potential disclosure of the identified financial experts most likely will discourage people from serving on audit committees.
We appreciate the opportunity to comment on the proposed rules.