US

In March 2004, the Public Company Accounting Oversight Board (PCAOB) approved its Auditing Standard No. 2, An Audit of Internal Control Over Financial Reporting Performed in Conjunction with An Audit of Financial Statements. The Standard is now under review by the Securities and Exchange Commission. To assist in understanding the provisions of Auditing Standard No. 2, KPMG has released a new publication, Sarbanes-Oxley Section 404: An Overview of the PCAOB's Requirements. This white paper provides information relating to management's overall responsibilities regarding internal control over financial reporting, including its evaluation and assessment pursuant to Section 404 of Sarbanes-Oxley. Further, the publication provides information regarding the responsibilities of a public company's independent auditors in performing an audit of internal control over financial reporting in conjunction with an audit of financial statements.

Date: 04/01/2004 | Size: 886,65kB

An Audit of Internal Control Over Financial Reporting Performed in Conjunction with an Audit of Financial Statements.

Subject to Securities and Exchange Commission approval, on March 9, 2004, the Public Accounting Oversight Board (PCAOB) adopted Auditing Standard No. 2, "An Audit of Internal Control Over Financial Reporting Performed in Conjunction with An Audit of Financial Statements." This Auditing Standard governs the independent auditor's audit, and reporting, on management's assessment of the effectiveness of internal control over financial reporting. Paragraphs 55 through 59 of this proposed Auditing Standard address the external auditor's responsibility, as part of its audit of internal control over financial reporting, to evaluate the effectiveness of the audit committee's oversight of the company's external financial reporting and internal control over financial reporting. The PCAOB's Auditing Standard No. 2, the PCAOB's Briefing Paper on Auditing Standard No. 2, and KPMG's Defining Issues related to this topic can be accessed as follows:

• Briefing Paper - Board Considers Adopting Standard For Audits of Internal Control Over Financial Reporting - March 9, 2004
• KPMG´s Defining Issues: PCAOB Approves Standard for Audits of Internal Control (March 2004)

Date: 03/09/2004 | Size: 601,25kB

According to a press release dated 4 November 2003, the Securities and Exchange Commission (SEC) approved the new stock exchange regulations regarding the enhancement of Corporate Governance of the New York Stock Exchange (NYSE) and the Nasdaq Stock Market Inc. (NASDAQ). The new standards are to be applied as of the first annual general assembly after 15 January 2004, but no later than 31 October 2004. The NYSE and NASDAQ thus comply with the SEC request to align their stock exchange standards to the new SEC specifications, based on the Sarbanes-Oxley Act (SOA). Both exchanges had submitted their drafts to the SEC and entered joined discussions on the topic at an early date (see SEC Release 34-4875). The approved rulings are final. The new stock exchange regulations of NYSE and NASDAQ include a number of exceptional rules and additional requirements for foreign issuers. Please find further details under "Defining Issues”.

SEC Release 34-48745 - November 2003

Date: 11/01/2003 | Size: 639,63kB

In October 2003 the PCAOB presented its draft for an audit standard regarding the internal control systems and pertaining reporting set up by management. The audit standard is the result from the requirements stipulated in Section 404 of the Sarbanes-Oxley-Act and the subsequent final rule to the Management's Report on Internal Control(s) issued by the SEC.
The relevant issues of the proposed standard of the PCAOB were summarized in the publication of KPMG USA, "Defining Issues”, in October 2003.

Proposed Auditing Standard, PCAOB Release No. 2003-17

Date: 10/01/2003 | Size: 543,37kB

As directed by the Sarbanes-Oxley Act of 2002, SEC is adopting a new rule to direct 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 Sarbanes-Oxley Act of 2002.

Date: 04/16/2003 | Size: 271,38kB

As directed by new section 13(j) of the Securities Exchange Act of 1934, added by section 401(a) of the Sarbanes-Oxley Act of 2002, SEC is adopting amendments to their rules to require disclosure of off-balance sheet arrangements. The amendements require a registrant to provide an explanation of its off-balance sheet arrangements in a separately captioned subsection of the "Management's Discussion and Analysis" ("MD&A") section of a registrant's disclosure documents. The amendments also require registrants (other than small business issuers) to provide an overview of certain known contractual obligations in a tabular format.

Date: 02/25/2003 | Size: 208,40kB

The Securities and Exchange Commission ("Commission") is adopting a final rule establishing standards of professional conduct for attorneys who appear and practice before the Commission on behalf of issuers.

Date: 02/06/2003 | Size: 233,78kB

The Securities and Exchange Commission ("SEC" or "Commission") is adopting amendments to its existing requirements regarding auditor independence to enhance the independence of accountants that audit and review financial statements and prepare attestation reports filed with the Commission. The final rules recognize the critical role played by audit committees in the financial reporting process and the unique position of audit committees in assuring auditor independence.

Date: 02/05/2003 | Size: 323,33kB

As directed by the Sarbanes-Oxley Act of 2002, SEC is adopting new rules and amendments to address public companies' disclosure or release of certain financial information that is calculated and presented on the basis of methodologies other than in accordance with generally accepted accounting principles (GAAP).

Date: 01/30/2003 | Size: 158,76kB

As directed by Section 302(a) of the Sarbanes-Oxley Act of 2002, SEC is adopting rules to require an issuer's principal executive and financial officers each to certify the financial and other information contained in the issuer's quarterly and annual reports. The rules also require these officers to certify that: they are responsible for establishing, maintaining and regularly evaluating the effectiveness of the issuer's internal controls; they have made certain disclosures to the issuer's auditors and the audit committee of the board of directors about the issuer's internal controls; and they have included information in the issuer's quarterly and annual reports about their evaluation and whether there have been significant changes in the issuer's inernal controls or in other factors that could significantly affect internal controls subsequent to the evaluation.

Date: 09/09/2002 | Size: 201,16kB

On 6 June 2002 the Corporate Accountability and Listing Standards Committee of the New York Stock Exchange (NYSE) published new standards and amendments to its corporate governance and disclosure regulations for listed companies. The report also contains proposals for new legislation addressed to Congress and the Securities and Exchange Commission (SEC).

Date: 06/06/2002 | Size: 1387,89kB

In the wake of the many recent accounting scandals a new federal law was passed by the US Congress and signed off by President George W. Bush on 30 July 2002. Taking its name from Senator Paul S Sarbanes and Congressman Michael G Oxley, it is a so-called omnibus law: it amends, supplements or extends various existing legislation.
This law is intended as an effective contribution to combating commercial criminality and restoring investors' confidence in American accounting and supervisory systems. The first section of the law is primarily concerned with American auditing and the Big Four international auditing firms. It also touches on chief executive officers, chief financial officers, directors and their audit committee, financial analysts, investment banks and rating agencies.

Date: 01/01/2002 | Size: 205,21kB