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SEC proposes new corporate disclosures, internal control report

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18 Oct 2002

The US SEC is proposing that both domestic and foreign registrants include the following new disclosures in their Exchange Act filings: The number and names of the "financial experts" serving on the company's audit committee and that they are independent of management, as determined by the company's board of directors. Whether the company has adopted a code of ethics for its senior officers, or if not, why not; and any amendments to or waivers from the code. A company would be required to file, in its annual report, an internal control report of management stating: 1. management's responsibilities for establishing and maintaining adequate internal controls and procedures for financial reporting for the company, 2. management's conclusions about the effectiveness of the company's internal controls and procedures for financial reporting as of the end of the company's most recent fiscal year, and 3. that the company's registered public accountant has attested to, and reported on, management's evaluation of the company's internal controls and procedures for financial reporting. Click for SEC Release. .

The US SEC is proposing that both domestic and foreign registrants include the following new disclosures in their Exchange Act filings:

  • The number and names of the "financial experts" serving on the company's audit committee and that they are independent of management, as determined by the company's board of directors.
  • Whether the company has adopted a code of ethics for its senior officers, or if not, why not; and any amendments to or waivers from the code.
  • A company would be required to file, in its annual report, an internal control report of management stating: 1. management's responsibilities for establishing and maintaining adequate internal controls and procedures for financial reporting for the company, 2. management's conclusions about the effectiveness of the company's internal controls and procedures for financial reporting as of the end of the company's most recent fiscal year, and 3. that the company's registered public accountant has attested to, and reported on, management's evaluation of the company's internal controls and procedures for financial reporting. Click for SEC Release.

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