From:         Joe Berns []
Sent:         Wednesday, December 18, 2002 11:38 AM
Subject:         Financial Expert Definition for Audit Committees (s7-40-02)

According to reports in the Wall Street Journal, the SEC is currently wrestling with the definition of a financial expert, who is required to be a member of a corporate audit committee, as mandated by the new Sarbanes Oxley law. Here are my suggestions.

The SEC should require the financial expert to be a Certified Public Accountant (CPA). While you are at it, make the finanacial expert (CPA) the chairperson of the audit committee. The internal and external corporate auditors should also report directly to the audit committee, NOT executive management. Of course if a CPA is a member (head) of the audit committee, he cannot be employed by an audit (CPA)firm that is doing business with the corporation in question.


Joe Berns
Santa Clara, CA