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U.S. Securities and Exchange Commission

SEC Staff Extends Sarbanes-Oxley Survey to January 31


Washington, D.C., Jan. 16, 2009 — The Securities and Exchange Commission’s Office of Economic Analysis (OEA) has extended the deadline to January 31 for public companies’ participation in a Web-based survey about the costs and benefits of Section 404 of the Sarbanes-Oxley Act of 2002.

The survey, which is available at https://404survey.sec.gov, will help inform the SEC’s ongoing cost-benefit study of Section 404 implementation with a focus on the consequences for smaller companies.

“We encourage all companies with Section 404 experience to participate,” said James Overdahl, the SEC’s Chief Economist. “The survey provides companies with an opportunity to share their experiences and provide a comprehensive set of facts on the effectiveness and efficiency of compliance with the rules established pursuant to Section 404.”

More than 2,000 companies already have completed the voluntary survey, which is open to any company with Section 404 compliance experience in the U.S. and globally. “This large number of responses is encouraging,” said Cindy Alexander, Assistant Chief Economist at the SEC. “A further increase in the number of responding companies can improve the information and insight to be gained from the study.”

The survey’s deadline is being extended from January 16 and is being conducted among all registered corporations, with special attention on smaller companies that are scheduled to begin complying with Section 404(b) requirements at the end of this year. Section 404(b) requires that companies have an independent audit of their internal controls over financial reporting (ICFR) in addition to the internal management assessment of ICFR that is required under Section 404(a).

The SEC’s cost-benefit study will help the Commission assess the effects of measures taken by both the SEC and the Public Company Accounting Oversight Board (PCAOB) in previous years, including whether the measures have helped companies reduce their costs of compliance and whether the Commission should consider additional measures. These measures include new guidance for management’s Section 404 assessment, which was issued last year, and the PCAOB’s effort to make the Section 404(b) auditor attestation process more efficient.

The SEC and other organizations have sent announcements of the survey to the executives of the more than 8,000 companies with prior experience with the rules established pursuant to Section 404. More information about the 404 survey project can be found at http://www.sec.gov/spotlight/404survey.htm. For answers to specific questions, e-mail 404survey@sec.gov or call 877-737-5782.

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Modified: 01/16/2009