Final rules or rule amendments must be approved by the Commission no later than December 1, 2003. Note: The text of Form 40-F does not, and this amendment will not, appear in the Code of Federal Regulations. The public comments we received, and a summary of the comments prepared by our staff (the "Comment Summary"), can be viewed in our Public Reference Room at 450 Fifth Street, NW, Washington, DC 20549, in File No. 78c(a)(58)(A)), or a committee performing similar functions. Compliance Dates: Each national securities exchange and national securities association must provide to the Commission, no later than July 15, 2003, proposed rules or rule amendments that comply with the requirements of Exchange Act Rule 10A-3. Under the rule, listed issuers must be in compliance with the new listing rules by the earlier of their first annual shareholders meeting after January 15, 2004, or October 31, 2004. 78c(a)(58)(A)), or a committee performing similar functions. Section 10A(m)(1)(B) of the Exchange Act specifies that our rules must provide for appropriate procedures for an issuer to have an opportunity to cure any defects that would be the basis for a prohibition of the issuer's securities as a result of its failure to meet Section 10A(m)'s audit committee standards, before imposition of such a prohibition. The Proposing Release also would have included a requirement that the person not be a director. The rule implements the requirements of Section 10A(m)(1) of the Securities Exchange Act of 1934, as added by Section … The Securities and Exchange Commission (SEC) recently issued its long-promised concept release (Release) seeking comment on possible revisions to disclosure requirements regarding audit committees of boards of directors, especially as to audit committees’ oversight of independent auditors and their performance of audits. Item 7. It is not a rule, regulation, or statement of the SEC. However, as requested by many commenters,89 the Commission has exemptive authority to respond to, and will remain sensitive to, evolving standards of corporate governance, including changes in U.S. or foreign law, to address any new conflicts that cannot be anticipated at this time. See, e.g., the Letters of CalPERS; CII; SWIB. We are expanding the types of controlling persons covered by the exemption, but we continue to believe that it is appropriate that such representatives have only observer status on, and not be a voting member or chair of, the audit committee. We estimate that 7,250 issuers are listed on a national securities exchange or traded on Nasdaq, and we estimate that 6,640 of these issuers are not investment companies.263 We estimate that less than 225, or approximately 3%, of the issuers that are not investment companies,264 and less than 25, or approximately 4% of the issuers that are investment companies,265 are "small entities" for purposes of the Regulatory Flexibility Act that possibly could be affected by the amendments. Companies that perceive the requirements as too onerous could be dissuaded from seeking or maintaining a listing for their securities, which could impact capital formation and negatively impact the transparency and liquidity of its securities. 34-43941 (Feb. 7, 2001) [66 FR 10545] (Pacific Exchange rules). In jurisdictions providing for audit committees, representation of controlling shareholders on these committees is common. Jay Clayton, SEC chair, said: ‘These modernized auditor independence requirements will increase investor protection by focusing audit clients, audit committees, and auditors on areas that may threaten an auditor’s objectivity and impartiality. Our approach of not mandating specific procedures for the auditor responsibility requirement and the complaint procedures requirement should give issuers additional flexibility in meeting these requirements. We also agree with those commenters that noted that the clarification should apply even if shareholders are not required to vote on the responsibilities, but voluntarily elect to do so.100. Because this information will be included in Part III of annual reports on Forms 10-K and 10-KSB, companies subject to the proxy rules will be able to incorporate the required disclosure from a proxy or information statement that involves the election of directors, where it is already required to appear, into their annual reports. Companies also may incur additional ongoing expenses if they decide to increase the size of their boards in response to the requirements. While as noted above there is a continuing trend toward having audit committees in foreign jurisdictions, several foreign jurisdictions require or provide for auditor oversight through a board of auditors or similar body, or groups of statutory auditors, that are in whole or in part separate from the board of directors.160 We believe that these boards of auditors or statutory auditors are intended to be independent of management, although their members may not in all cases meet all of the independence requirements set forth in Section 10A(m) of the Exchange Act. Section 177 of the Companies Act,2013 and Rule 6 and 7 of Companies (Meetings of Board and its Powers) Rules,2014 deals with the Audit Committee.. Applicability of Audit Committee: The Board of directors of every listed companies and the following classes of companies, as prescribed under Rule 6 of Companies (Meetings of Board and its powers) … In Section II.F.5, we provide a limited accommodation to address the concerns by some commenters regarding an audit committee member that ceases to be independent for reasons outside the member's reasonable control. 23, 1972). Accordingly, the final rule applies not just to voting equity securities, but to any listed security, regardless of its type, including debt securities, derivative securities and other types of listed securities. Our final rule clarifies that in the case of foreign private issuers with two-tier board systems, the term "board of directors" means the supervisory or non-management board for purposes of Exchange Act Rule 10A-3. 34-47225 (Jan. 22, 2003) [68 FR 4338] (Insider trades during pension plan blackout periods); Release No. These entities, to the extent that their listing standards do not already comply with the final rule, will be required to issue or modify their rules, subject to Commission review, to conform their listing standards.120 The SROs are not precluded from adopting additional listing standards regarding audit committees, as long as they are consistent with Exchange Act Rule 10A-3. To facilitate the analysis on facts and circumstances where we are presumptively comfortable, we are adopting a safe harbor for that aspect of the definition of "affiliated person," with minor modifications from the original proposal.68 Under the safe harbor as adopted, a person who is not an executive officer or a shareholder owning 10% or more of any class of voting equity securities of a specified person will be deemed not to control such specified person.69 Many commenters supported the safe harbor and the certainty it will provide to non-affiliates.70 We have clarified in the final rule, in response to several commenter suggestions, that the ownership prong should be based on ownership of any class of voting equity securities, instead of any class of equity securities. Also in that release, we noted our intention to address the treatment of a foreign private issuer with a board of auditors or statutory auditors under home country legal or listing provisions. [1] This statement represents the views of the Chairman, Chief Accountant and Director of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (“SEC” or “Commission”). 78c(a)(58)(B)), so state. (iv) Exemptions from the independence requirements. (4) Notification of noncompliance. (B) Be an affiliated person of the issuer or any subsidiary thereof. Also available is an audit committee self-assessment questionnaire.… (2) Responsibilities relating to registered public accounting firms. Audit committees play a vital role in the financial reporting system through their oversight of financial reporting, including the internal control over financial reporting (ICFR) and the external, independent audit process.[2]. The audit committee’s charter clearly sets out the audit committee's role and responsibilities, composition, structure and member requirements and the procedures for inviting non-committee members to attend meetings. These issuers may choose which definition of independence to use from any of the NYSE, AMEX or Nasdaq listing standards.210. Effective April 2003 the Securities and Exchange Commission (SEC) adopted a rule directing the national securities exchanges and national securities associations to prohibit the listing of any security of an issuer that is not in compliance with the audit committee requirements mandated by the … The audit committee of each issuer must be directly responsible for the appointment, compensation, retention and oversight of the work of any registered public accounting firm engaged for the purpose of preparing or issuing an audit report or performing other audit, review or attest services for the listed issuer, and each such registered public accounting firm must report directly to the audit committee; Revising existing disclosure requirements regarding the composition of audit committees by also requiring this disclosure in annual reports of listed issuers filed with the Commission; Requiring a company availing itself of one of the exemptions from the requirements to disclose that it is doing so; Updating existing disclosure requirements regarding audit committees to reflect changes made by the amendments and the Sarbanes-Oxley Act; and. However, Exchange Act Section 10A(m)(1) requires us to direct the SROs to prohibit the listing of any security of an issuer that is not in compliance with the enumerated audit committee standards. The Commission believes that the audit committee of the parent company that controls another entity within the consolidated group can perform the pre-approval function for the parent company and any consolidated subsidiaries both with respect to the consolidated financial statements and with respect to the financial statements of any consolidated subsidiary that also is an issuer. (iii) Independence requirements for investment company issuers. Once a simple board committee with few specific duties, the audit committee is now a key element of corporate governance. ln 1999, the New York Stock Exchange (NYSE) added a rule requiring that each company have an audit committee comprising independent direc tors who are financially literate and including at least one finan cial expert. Section 177 of the Companies Act 2013 and Rule 6 and 7 of companies Meetings of Board and its Powers Rules, 2014 deals with the provisions of the Audit Committees. Investors need accurate and reliable financial information to make informed investment decisions. Sarbanes-Oxley requires that the Audit Committee will be comprised solely of independent directors, and that the company must disclose whether at least one of the members of the Audit Committee is a “financial expert” and if not, why not. 78a, et seq., and 7202, unless otherwise noted. 3235-0059); "Information Statements - Regulation 14C (Commission Rules 14c-1 through 14c-7 and Schedule 14C)" (OMB Control No. Adding paragraph (14) to General Instruction B. All of these benefits imply increased market efficiency due to improved information and investor confidence in the reliability of a company's financial disclosure and system of internal controls. Additional time may be necessary to cure such defects, such as ceasing the issuer's relationship with the audit committee member's firm or replacing the audit committee member. Some commenters questioned whether the prohibition extended to solely passive ownership positions, such as limited partners in a limited partnership and non-managing members of a manager-managed limited liability company that have no active role in providing services to the entity. The overwhelming majority of commenters agreed with this approach. If the entire board of directors is acting as the Fund's audit committee as specified in section 3(a)(58)(B) of the Act (15 U.S.C. Let’s understand what the applicability, roles, and responsibility of the Audit committees are. 33-8212 (Mar. If applicable, provide the disclosure required by § 240.10A-3(d) regarding an exemption from the listing standards for audit committees. Several commenters were particularly concerned regarding unconsolidated 50% owned joint ventures, arguing that many of the reasons provided by the Commission for the exemption apply as well to such joint ventures where two parents exercise joint control.83 Other commenters noted that while the Commission's proposal addresses parents and subsidiaries, it did not provide similar accommodations for independent directors that serve on boards of sibling subsidiaries under common control of a parent, if such directors would be independent other than for the fact that the two sibling subsidiaries are affiliated through the parent. 9380, Communication With Audit Committees Auditing Interpretations of Section 380 Effective Date: For audits of fiscal years beginning on or after Dec. 15, 2012 Final Rule: PCAOB Release No. We also proposed to exclude issuers availing themselves of the multiple listing exemption from the disclosure requirements. Exempting small entities from all or part of the requirements. The multiple listing exemption will mean that, unless an SRO's rules provide otherwise, a publicly traded entity will not need to have any independent audit committee members or otherwise be subject to the audit committee responsibilities in Exchange Act Rule 10A-3. Revising the disclosure requirements regarding the independence of audit committee financial experts for foreign private issuers. 3235-0417); and. Despite the statutory language, a few commenters believed that debt securities and non-convertible preferred securities should be exempted in their entirety.131 As discussed above, we do not believe such a broad-based exemption is consistent with the language and the intent of Section 10A(m). With the growing globalization of the capital markets, the importance of maintaining effective oversight over the financial reporting process is relevant for listed securities of any issuer, regardless of its domicile. Found inside – Page 10Audit Committees and SEC Enforcement Actions Apart from disclosure requirements, the SEC has no specific rules regarding the organization of the audit committee or the scope of its responsibilities. These matters are addressed, however, ... A "national securities association" is an association of brokers and dealers registered as such under Section 15A of the Exchange Act [15 U.S.C. Exchange Act Section 3(a)(19), in defining several terms in relation to investment companies, includes a definition of "affiliated person" by reference to the Investment Company Act. (iv) For purposes of paragraph (e)(1)(i) of this section, dual holding companies will not be deemed to be affiliates of or persons affiliated with each other by virtue of their dual holding company arrangements with each other, including where directors of one dual holding company are also directors of the other dual holding company, or where directors of one or both dual holding companies are also directors of the businesses jointly controlled, directly or indirectly, by the dual holding companies (and, in each case, receive only ordinary-course compensation for serving as a member of the board of directors, audit committee or any other board committee of the dual holding companies or any entity that is jointly controlled, directly or indirectly, by the dual holding companies). Further, the audit committee of some new public companies may function more effectively if it can maintain historical knowledge and experience during the transition to public company status. In evaluating and setting executive officer compensation, a compensation committee should be deliberative and guided by its established compensation policy. 33-8124 (Aug. 28, 2002) [67 FR 57276] (Certification of disclosure in companies' quarterly and annual reports); Release No. The final rule does not specify any limits or restrictions on fees paid for capacity as a member of the board of directors or any board committee. We believe the final rule reflects an appropriate balance between investors and investor groups who advocated more stringent requirements and issuers and their representatives who requested a much larger expansion of the exemptions. Although audit committees are not required to include an “audit committee financial expert,” as defined by the SEC, it is considered beneficial for at least one member to qualify as an expert to avoid having to disclose the reasons why there is none. Rather, the relevant facts and circumstances surrounding the engagement or relationship should be evaluated to determine which audit committee is in the best position to review the impact of the service on the auditor's independence. In addition, we are requiring basic information about the composition of an issuer's audit committee in a listed issuer's annual report. Under the final rule, any audit committee member can be a representative of a foreign government or foreign governmental entity, if the "no compensation" prong of the independence requirement is satisfied and the member in question is not an executive officer of the issuer. See Rule 2-07 of Regulation S-X [17 CFR 210.2-07]. Section 10A(m) of the Exchange Act makes no distinction based on an issuer's size. These disclosure changes are designed to alert investors of basic information about an issuer's audit committee, including the identity of the issuer's audit committee, whether the issuer is availing itself of an exemption and whether the members of the audit committee are independent. We estimate that information statements on Schedule 14C are already required to identify the members of their audit committee. These criteria preclude audit committee membership for any director who: has received compensation from the issuer or a subsidiary other than for board service, or During the review process, the Audit Committee should consider the detail included in the charter to avoid unnecessary disclosure and related legal exposure. (2) Disclose the information specified in paragraph (d)(1) of this section in, or incorporate such information by reference from such proxy or information statement filed with the Commission into, its annual report filed with the Commission pursuant to the requirements of section 13(a) or 15(d) of the Act (15 U.S.C. We believe that as a result of many current SRO listing standards,249 the Commission's audit committee disclosure requirements adopted in 1999,250 the prior disclosures related to the involvement of the audit committee in recommending or approving changes in auditors and the 78c(a)(58)(B)), so state. in Form 20-F that if the company is relying on the exemption in Exchange Act Rule 10A-3(c)(3) because it has a board of auditors or similar body, the disclosure required by that Item with regard to the company's audit committee can be provided with respect to the company's board of auditors, or similar body. As a passive investment vehicle, a UIT has no board of directors, and there is little reason why investors would expect a UIT to have an audit committee. As such, it may take additional time to locate and attract qualified directors. Nasdaq has filed an application with the Commission to register as a national securities exchange. 78c(a)(56)], and Commodities Exchange Act Section 1a(32) [7 U.S.C. Accurate and reliable financial reporting lies at the heart of our disclosure-based system for securities regulation, and is critical to the integrity of the U.S. securities markets. (2) If the registrant provides the disclosure required by paragraph (a)(1)(i) of this Item, it must disclose the name of the audit committee financial expert and whether that person is independent, as that term is defined in the listing standards applicable to the registrant if the registrant is a listed issuer, as defined in 17 CFR 240.10A-3. This figure is based on our estimate of the total number of affected responses by listed issuers, as adjusted for the number of responses where Item 5 information would be incorporated by reference from a proxy or information statement. The audit committee must place some reliance on management for information about the company's financial reporting process. See, e.g., the Letters of ABA; Cleary; PwC; S&C. We will review the rules submitted by the SROs to implement Exchange Act Rule 10A-3 so that they contain appropriate overall standards for audit committee independence. To address these concerns, we are expanding the exemption from the proposal to include listings of non-equity securities by a direct or indirect subsidiary that is consolidated or at least 50% beneficially owned by a parent company, if the parent company is subject to the requirements as a result of the listing of a class of its equity securities. SEC requirements. As discussed in the Proposing Release, U.S. investors increasingly have been seeking opportunities to invest in a wide range of securities, including the securities of foreign issuers, and foreign issuers have been seeking opportunities to raise capital and effect equity-based acquisitions in the U.S. using their securities as the "acquisition currency." (4) The term control (including the terms controlling, controlled by and under common control with) means the possession, direct or indirect, of the power to direct or cause the direction of the management and policies of a person, whether through the ownership of voting securities, by contract, or otherwise. Also, if a company relies on one of the exemptions to the requirements, some minimal additional disclosure will be required. 2. We expect that registered management investment companies would only rarely, if at all, rely on the exemptions that trigger a disclosure requirement.204 We believe that in such an unusual case, it would nonetheless be appropriate for the investment company to disclose whether it has an audit committee. See the Letters of Amex; Barclays Global Investors, N.A. Section 177 of the Companies Act,2013 and Rule 6 and 7 of Companies (Meetings of Board and its Powers) Rules,2014 deals with the Audit Committee.. Applicability of Audit Committee: The Board of directors of every listed companies and the following classes of companies, as prescribed under Rule 6 of Companies (Meetings of Board and its powers) … 34-46421 (Aug. 27, 2002) [67 FR 56462] (Ownership reports and trading by officers, directors and principal security holders); Release No. Regulation S-K includes the requirements that a registrant must provide in filings under both the Securities Act and the Exchange Act. The term "foreign private issuer" is defined in Exchange Act Rule 3b-4(c) [17 CFR 240.3b-4(c)]. For purposes of this guide, an . See, e.g., the Letters of ABA; Cleary; NTT DoCoMo, Inc.; ORIX Corporation. See, for example, John Good, "After Enron, Beef Up Those Audit Committees," The Commercial Appeal, Apr. Accordingly, we are exempting in the final rule listed issuers that are foreign governments, as defined in Exchange Act Rule 3b-4(a).159. (E) An audit committee member of a foreign private issuer may be exempt from the requirements of paragraph (b)(1)(ii)(B) of this section if that member meets the following requirements: (1) The member is a representative or designee of a foreign government or foreign governmental entity that is an affiliate of the foreign private issuer; and. 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