February 26, 2007
January 19, 2006
United States Securities and Exchange Commission
100 F Street NE
Washington, DC 20549-1090
Attn: Nancy M. Morris, Secretary
Re: Subject File S7-24-06 – Managements Report on Internal Control over Financial Reporting.
We are pleased to have the opportunity to comment the Commissions proposed guidance concerning managements reports on internal control over financial reporting. As we undertake our third year of compliance with the Sarbanes Oxley Act we are particularly interested in interpretations that will improve the efficiency and reduce the cost of compliance programs. We continue to support the objectives of the Act and believe that cost-effective implementation is critical to achieve those objectives. To further improve efficiency, we advocate that the external auditor should audit managements assessment of internal controls only, and that the auditors parallel assessment of internal controls be eliminated.
The proposed guidance does not substantially change the direction of our companys program to comply with the provisions of the Act and will not require unnecessary changes to our evaluation process. The changes proposed will result in a marginally more efficient and effective evaluation and will provide needed clarity in such areas as evaluation of deficiencies.
As an accelerated filer with an established compliance program, guidance that permits the company to pursue an evaluation approach divergent in methods and evidence from our external auditor will do little to reduce our costs of compliance. To avoid redundant costs and external audit fees, we will continue to require documentation, evidence and independent controls evaluations upon which our external auditors may rely. As such, the auditing standards, including the Proposed Auditing Standard over the Audit of Internal Control that is Integrated with an Audit of the Financial Statements, will guide much of our compliance effort. Accordingly, our company will realize efficiencies primarily from the changes in the Proposed Standard.
Regardless of marginal efficiencies and cost reductions we may realize from implementation of the Proposed Guidance and Proposed Standard, we believe these measures fall short of addressing the fundamental driver of inefficiency in implementation of the Act. Eliminating the redundant assessment that the external auditor performs in parallel with managements own assessment represents the best opportunity to implement the Act in a cost-efficient and effective manner.
Please see also our comment to the PCAOB regarding the Proposed Auditing Standard over the Audit of Internal Control that is Integrated with an Audit of the Financial Statements.
David Jordan, CPA
Director of Compliance