February 21, 2003
Mr. Jonathan G. Katz
Re: File No. S7-40-02
Dear Mr. Katz:
I appreciate the opportunity to comment on the proposed rules for implementing Section 404 of the Sarbanes-Oxley Act of 2002 (the "Act"), in particular with respect to the effective date under consideration by the Securities and Exchange Commission (the "Commission") for implementing those rules.
I am the Chairman and Chief Executive Officer of Greif Bros. Corporation ("Greif"), a New York Stock Exchange traded company. Greif, along with many other public companies, has a fiscal year that ends after September 15 (ours ends October 31), but before December 31. For the reasons described in this letter, we believe that the effective date for the rules implementing Section 404 should apply to companies with fiscal years ending on or after December 31, 2003.
First and foremost, I want to emphasize Greif's commitment to accurate and timely financial reporting and good corporate governance. We have always prided ourselves on integrity, honesty and strong ethics. I have no hesitation with making the internal control assessment described in Section 404(a). However, our concern lies with satisfying Section 404(b), which requires our public accounting firm to "attest to, and report on" our management's internal control assessment, within the timeframe contemplated by the currently proposed effective date.
The Proposing Release proposes that reporting under Section 404 become effective for fiscal years ending after September 15, 2003. However, we note that the Act does not impose a deadline for compliance with Section 404. We also note that Section 404(b) requires the Public Company Accounting Oversight Board ("PCAOB") to adopt standards governing the auditor's reporting on internal controls. In the Proposing Release, the Commission commented, "We therefore believe that Congress did not intend for the provisions of this section to take effect until the PCAOB has established the relevant attestation standards. Accordingly, we propose to delay the effectiveness of our rules under Section 404 to enable the PCAOB to act and other relevant parties to prepare for compliance." Finally, we note that, while members of the PCAOB have been recently appointed, it is uncertain as to when the PCAOB will take action to issue or adopt the applicable auditor attestation standards.
While we support the implementation of internal control reporting as expeditiously as reasonably possible, we are concerned that the currently proposed effective date may impose an unfair burden on companies such as ours. We have met with our public accounting firm to discuss our Section 404 compliance and the auditor's attestation required by this section. Our public accounting firm has told us that it believes it will take approximately eight months for companies such as ours to implement the necessary processes for that firm to provide the attestation contemplated by Section 404(b). Greif currently has less than nine months remaining in its 2003 fiscal year. If the proposed effective date remains unchanged, this means that we would need to begin our work immediately to meet the reporting requirements of Section 404. Yet, at this time, our public accounting firm lacks the applicable attestation standards from the PCAOB and we lack final guidance from the Commission on Section 404. In other words, if the effective date remains as proposed, Greif would need to begin driving down the road without a map and without any road signs, which makes for a difficult journey.
We are also concerned that when the final standards are issued, neither Greif nor our public accounting firm will have sufficient time to react and to proceed with an attestation process in an effective and efficient manner. In addition, the ability of Greif to provide our public accounting firm with the information it may need to satisfy the attestation standards in a condensed time period will have a substantial economic impact on our organization. The impact will be reflected in increased costs and decreased productivity as corporate resources are reallocated to meet a compressed timetable.
For these reasons, we believe it prudent for the Commission to change the effective date of the rules implementing Section 404 to apply to companies with fiscal years ending on or after December 31, 2003. I appreciate the opportunity to comment and thank you for your consideration.