February 25, 2004

Lots of Section 404 Rulemaking

As hoped, the SEC finally issued a release extending the compliance date regarding management’s report on internal control over financial reporting and the related attestation requirement.

The effective date of the rulemaking remains August 14, 2003 – but some of the compliance dates have changed. For accelerated filers, the compliance date was the first fiscal year ending on or after June 15, 2004 – the new compliance date is the first fiscal year ending on or after November 15, 2004. There are other dates for non-accelerated filers, foreign private issuers and related requirements applicable to registered investment companies.

For accelerated filers, the extension provides relief for June 30 and September 30 companies, and companies with other fiscal years ending prior to November 15. However, it does not provide an extension for calendar year companies who, in the case of accelerated filers, will have to comply for the 2004 fiscal year.

In addition, on March 9th, the PCAOB will consider adopting rules under Section 404 of SOX in a meeting at 9 am at the Mayflower Hotel in DC. It also will be webcast.

NYSE Posts New Forms

Last night, the New York Stock Exchange posted a bunch of forms related to its new corporate governance standards – including the CEO’s annual certification as well as an annual written affirmation and an interim affirmation regarding compliance with these corporate governance standards (and related instructions).

The Annual Written Affirmation and the separate 303A.12(a) CEO certification must be filed no later than 30 days after a listed company’s 2004 annual meeting. For those companies who have already held their 2004 annual meetings, and would therefore have less than the requisite 30 days, these must be filed 30 days from Tuesday.

An Interim Written Affirmation is required to be filed subsequent to the Annual Written Affirmation at any time that the independence status of a director changes – or when certain other changes are made to a company’s board or committees. Instructions are provided which list all circumstances that would require an Interim Written Affirmation.

March Eminders is Posted!

We sent out the March E-Minders a little early this time to make sure you calendared next Wednesday’s webcast – Conduct of the Annual Meeting.

This webcast falls on the same date of Disney’s annual meeting – and two of our panelists will be participating in Disney’s meeting (and will be sharing the interesting developments). This program promises to be one of the most practical ones we have – chock full of common sense advice from hardened veterans John Grossbauer of Potter Anderson & Corroon LLP; Carl Hagberg, Independent Inspector of Elections; and Kathleen Salmas of Northrop Grumman.

Whistleblower Webcast

On March 3rd, is hosting a free webcast, “Confessions of an Enron Executive and the Benefits of an Integrated Whistleblower Hotline.” Featuring Lynn Brewer of Enron whistleblowing fame, it starts at 1 pm est – so it doesn’t overlap with our own webcast that day on “Conduct of the Annual Meeting.”