Office of the Secretary
PCAOB
1666 K Street, N.W.
Washington, DC 20006-2803
Re: PCAOB Rulemaking Docket Matter No. 21
Proposed Auditing Standard — An Audit of Internal Control over Financial Reporting that is Integrated with an Audit of Financial Statements — and Related Other Proposals
Ladies and Gentlemen:
The Society of Corporate Secretaries & Governance Professionals is a professional association, founded in 1946, with over 4,000 members who serve more than 3,000 issuers. Responsibilities of our members include supporting the work of corporate boards of directors, their committees and executive management regarding corporate governance and disclosure. Our members ensure issuer compliance with the securities laws and regulations, corporate law, stock exchange listing requirements and the accounting rules, and have been on the front-line in implementing the structural changes necessitated by the Sarbanes-Oxley Act of 2002 and the related rules of the Securities and Exchange Commission, the Public Company Accounting Oversight Board (the "Board") and the exchanges. The majority of Society members are attorneys, although our members also include accountants and other non-attorney governance professionals.
* * * * * * * *
We commend the significant efforts by the Board to address issues previously raised by the Society and by others in the effort to balance improvements in the quality and efficiency of important corporate processes and controls against problems perceived and greater-than-expected costs incurred in the implementation of Auditing Standard No. 2. We join in the Board's view that "auditors should perform internal control audits as efficiently as possible for companies that are required by the SEC's rules to obtain an audit report on internal control", and we therefore commend the Board for undertaking an "evaluat[ion of] every significant aspect of the audit of internal control to determine whether the existing standard encourages auditors to perform procedures that are not necessary in order to achieve the intended benefits.". We generally support the measures proposed by the Board in its Release 2006-007 (the "Release"), as discussed below. Our comments include certain suggestions for additional flexibility without detracting from achievement of the goals articulated by the Board in the Release.
See full Comment letter.
Posts
