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March 4, 2005 --
The
following is an excerpt from the
March 2,
2005
SEC
press
release: The Securities Exchange Commission (
SEC
) has further extended the compliance dates for
non-accelerated filers and foreign private issuers regarding
amendments to its rules under the Securities Exchange Act of
1934 that were adopted on
June 5, 2003
, pursuant to Section 404 of the Sarbanes-Oxley Act. The
amendments require a company to include in its annual
reports a report by management on the company's internal
control over financial reporting and an accompanying
auditor's report.
The
Commission extended the original Section 404 compliance
dates for all issuers in February 2004 (see Release No.
33-8392). Under the latest extension, a company that is not
required to file its annual and quarterly reports on an
accelerated basis (non-accelerated filer) and a foreign
private issuer filing its annual reports on Form 20-F or
40-F, must begin to comply with the internal control over
financial reporting requirements for its first fiscal year
ending on or after
July 15, 2006
. This is a one-year extension from the previously
established
July 15,
2005
,
compliance date for non-accelerated filers and foreign
private issuers. The Commission similarly has extended the
compliance date for these companies relating to requirements
regarding evaluation of internal control over financial
reporting and management certification requirements. Please
refer to Release No. 33-8545 for more detailed information.
The
Commission considered the particular challenges facing
non-accelerated filers and foreign private issuers in
determining to grant this extension. Many foreign companies
are facing regulatory and reporting challenges in addition
to internal control reporting as companies incorporated in a
European Union member country are required to prepare their
financial statements for 2005 in accordance with new
International Financial Reporting Standards. Two initiatives
also are underway that may affect non-accelerated filers.
First, the Commission has established an
SEC
Advisory
Committee on Smaller Public Companies to assist the
Commission in evaluating the current securities regulatory
system relating to smaller public companies, including the
internal control requirements. Second, the Committee of
Sponsoring Organizations (COSO) has established a task force
to develop new guidance for smaller companies that it
intends to publish this summer.
Additional materials: Final
Rule Release No. 33-8545
For
information on how Sarbanes-Oxley affects your company,
contact Joe Beach at
215-564-1900
.
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