March 31, 2006
Thank you for the opportunity to comment on the Exposure Draft of the Final Report of Advisory Committee on Smaller Public Companies. I generally agree with the recommendations. I would like to comment specifically on several of the recommendations.
Scaling of SOX 404 Requirements
I strongly support the scaling of SOX 404 requirements. Charter Financial had significant costs for its first year of Section 404 certifications and minimal benefits. As a small company we rely a great deal on tone at the top and management by walking around. As CFO of a small public company, I place more reliance on these informal controls than on the documented and tested controls from the SOX 404 process. We added significant cost to document and test controls that do not add much value. The use of scaling as proposed reduces the disproportionate impact of Section 404.
Market Capitalization as Metric for Scaling
The definition of market capitalization used for scaling is important. Charter Financial is in a mutual holding company structure and shows a market capitalization on Bloomberg of $752 million based on 19.8 million shares. Eighty percent of these shares are not registered and can not be traded. This 80% of our shares has not contributed capital to the Company. These 15.8 million shares are held by First Charter, MHC and should not be included in our market capitalization for scaling purposes. Our revenue of approximately $35 million shows a size and complexity consistent with a market capitalization of $150 million. The market risk is definitely consistent with using a market capitalization of $150 million as Charter Financial and First Charter, MHC have common Boards and management.
Upgrades to Edgar so that smaller public companies can make their required SEC filings without the need for third party intervention and associated costs
I strongly support the recommendation that upgrades be made to the EDGAR system so that filings can be made without the cost of a third party conversion. I see no philosophical or technical reason to required the use of a third party.
Extend the access equals delivery to a broader range of Sec filings
In todays internet society there is no reason to require the physical delivery of documents to stockholders. This requirement adds significant cost for very little benefit.
Thank you for making these recommendations and offering the opportunity to provide input on them.
Curt Kollar, CFO
Charter Financial Corporation