December 15, 2004

Auditor Independence – Both the SEC and PCAOB Act!

Yesterday, the PCAOB proposed rules that would (see pages 43-44 for how the PCAOB would apply the new rules to existing services and arrangements):

– treat a registered public accounting firm as not independent of an audit client if the firm provided any service for a contingent fee, directly or indirectly; or the firm provided assistance in planning certain types of potentially abusive tax transactions (or provided such services to certain senior officers of an audit client)

– require independent auditors to provide certain information to the audit committee of a client in connection with seeking pre-approval to provide non-prohibited tax services to the client

– require auditors to be independent of their clients throughout the audit and professional engagement period

– require associated persons not to cause independent auditors to violate Sarbanes-Oxley, the PCAOB rules, the provisions of the securities laws relating to the preparation and issuance of audit reports and the obligations and liabilities of accountants, including the SEC’s rules

Also yesterday, the SEC updated their FAQs about auditor independence, which were originally issued in 2003. Some FAQs indicate they were updated in 2004, which I believe means they were just revised yesterday – while others indicate that they were newly issued on December 13, 2004.

Timing of Option Grants Survey

We have posted a new Quick Survey on Timing of Option Grants. Note that we have highlighted an excellent practice pointer from a Task Force member regarding how to handle option grant timing on the home page of in our new “Hot Topics” box.

Don’t forget to check out the final results on our survey on codes of ethics for directors.

Nov-Dec Issue of The Corporate Executive

For the many of you that just received the Nov-Dec issue of The Corporate Executive in the mail, we have posted the two excellent Mercer memos – that are referred to on page 8 – regarding the impact of the JOBS Act on traditional deferred plans, such as SERPs, and on equity plans in the Nov-Dec 2004 section of “Materials Referred To” (which link is listed in left column on home page).