Subject: File No. S7-27-08
From: Theresa Barnett

March 6, 2009

I believe there are some other changes that should be considered and made first before you consider making IFRS reporting a requirement.

First, a PWC partner admitted during an IMA meeting that the footnote disclosure requirments per the existing IFRS reporting standards is not yet adequate enough to offset the potential major inconsistent reporting that could occur among and across industry groups due to the degree of latitude of interpretation (aka professional judgement) allowed under current IFRS reporting standards. If you consider the FASB pronouncements and its amendments that make up our US GAAP reporting standards and the explanations the FASB individuals have given in written form for the amendments and new pronouncements in thoughtful consideration of such changes (i.e. consistency in financial reporting), you have to wonder if IFRS will eventually come back to where we are today with the US influence anyway. My question is, how many more scandals the size of Enron and greater will we endure in the process of the IFRS standards evolving back to where we are today with US GAAP reporting standards in the name of consistency? With this in mind, seriously consider the adequacy of required footnote disclosures, in addition to consolidation and revenue recognition criteria in the existing IFRS standards and any related needed changes, before mandating IFRS reporting. Be patient and allow FASB to influence the international board as much as possible on needed IFRS changes.

Second, if we are going to give senior management more latitude (aka professional judgement) on financial reporting issues through IFRS reporting, there is even more of a need to seriously consider mandating all SEC registrants have their CAE not only report to the audit committee versus senor management or legal counsel, but also have the audit committee prepare and conduct the performance evaluations of the CAE, versus the CEO or CFO, which is currently the prevalent practice. A retired former CAE of JC Penneys and Lowes said this is the one mandated change he would make, if he had the power to make such a change through the existing SOX Act or another piece of legislation, when I asked him. This was an immediate response from this individual, who definately has the experience to know first hand how much objectivity is impaired from receiving performance evaluations from the CEO/CFO. If you consider the purpose of the internal audit function, which involves evaluating the CEO/CFO's performance, there is definately a conflict of interest. The CAE is an executive level position, and just as the CEO receives performance evaluations directly from the Board, so should the CAE receive his/her performance evaluation directly from the audit committee, for which they are already required to report to anyway. People have been boxed into the concept that every compensated employee of the org. has to fall under the CEO, but we can't look at the CAE in this same way for reasons already stated above.

Thirdly, we are not finished with the implementation of SOX for it to be effective as it was meant to be. Before we consider mandating IFRS reporting for SEC registrants, we need to consider the next steps in implementation of SOX and have attached a document I wrote, suggesting some needed change. Please put aside your personal biases, personal goals and agendas, political pressure and aspirations and consider the spirit within which SOX was created (i.e. to protect the investing public and potential investors) when considering my attached suggestions.

Thank you.

(Attached File)