The SEC voted (3-2), on September 18, 2013, to propose pay ratio disclosure rules as required by Section 953(b) of the Dodd-Frank Wall Street Reform and Consumer Protection Act. It has issued for public comment until December 2, 2013, its proposed rule, Pay Ratio Disclosure, requiring companies to disclose ratio of the chief executive officer’s (CEO’s) compensation to the median compensation of their employees. According to the SEC staff, registrants are given flexibility in calculating the median employee and total compensation for disclosure purposes based on their size, structure, and how they compensate their employees. Stakeholders who would like to have their views considered should act quickly to meet the December 2, 2013, deadline.
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SEC,
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Accountants
In the wake of a Securities and Exchange Commission (SEC) investigation, Knight Capital Americas LLC has agreed to pay a $12 million penalty for violating the SEC’s market access rule. On August 1, 2012, Knight Capital’s automated equity router incorrectly sent 4 million orders into the market in the first 45 minutes of trading while attempting to fill a mere 212 customer orders. Stock prices of nearly 150 companies listed on the NYSE were severely disrupted, and Knight Capital’s stock price collapsed. SEC sleuthing revealed that the glitch was the result of deploying new code in an old, compromised router.
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On September 18 the Securities and Exchange Commission (SEC) proposed to require public companies to calculate and disclose the pay ratio between their principal executive officer (PEO) and other employees:
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Directors and officers owe formal duties to their corporations and shareholders, commonly called “fiduciary duties” from the Latin root words for “trust.” These duties developed over centuries of common law, and now appear in state corporation codes. Most interpretations of these duties and how to meet them actually appear in court decisions, arising in cases where aggrieved shareholders sue claiming that a company’s directors and/or officers have breached one or more of these duties.
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SOX
This is the second of a two-part discussion on the August 13, 2013, the Public Company Accounting Oversight Board (PCAOB) proposal that would result in two new auditing standards. In the first article, I discussed the proposed concept of “critical audit matters” or CAMs. In this article, I discuss the proposed requirements to disclose how long the auditor has been auditing the company and to provide some assurance on “other information” that a registrant must file in an annual filing with the Securities and Exchange Commission (SEC). I conclude this article with some summary thoughts.
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On August 13, 2013, the Public Company Accounting Oversight Board (PCAOB) issued a lengthy, 294-page proposal that would create two new auditing standards and amend several existing rules. If finalized, it will likely increase the work load of auditors. Presumably, the PCAOB proposed these rules, not to “help” the pocketbooks of auditors but rather to provide more useful information to investors. Much of this proposal resulted from feedback the PCAOB received on its June 21, 2011, “concept release” on possible changes to the auditor’s reporting model. The PCAOB has now answered my question from a prior blog article, “Where Is the Regulator of Auditors of Public Companies?"
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Accountants
On May 14, 2013, the Committee of Sponsoring Organizations of the Treadway Commission (COSO) issued its final revised “Framework” for internal control reporting. Many accountants and other readers may raise the question, who is COSO and what do they do? Yes, accountants are quite familiar with guidance issued by the Financial Accounting Standards Board (FASB), the Securities and Exchange Commission (SEC), and other standard-setters, but COSO is not a standard-setter. So, this latest version of the COSO Framework arguably is a “sleeper” when it comes to guidance that may affect accountants.
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Lease Accounting,
Audit Standards,
Accountants
