U.S. Securities & Exchange Commission
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U.S. Securities and Exchange Commission

SEC Open Meeting Agenda
Wednesday, September 21, 2005, 10:00 a.m.

Agenda as of September 20, 2005. Note that Open Meeting agendas are subject to last-minute changes.

Item 1: Management’s Report on Internal Control Over Financial Reporting and Certifications of Disclosure in Exchange Act Periodic Reports of Companies that are not Accelerated Filers
Office:  Division of Corporation Finance
Staff:  Paula Dubberly, Elizabeth Murphy, Sean Harrison
Item 2: Proposed Revisions to the Accelerated Filer Definition and Accelerated Deadlines for Filing Periodic Reports
Office:  Division of Corporation Finance
Staff:  Paula Dubberly, Elizabeth Murphy, Katherine Hsu
Item 3: Commission Guidance Regarding Client Commission Practices Under Section 28(e) of the Securities Exchange Act
Office:  Division of Market Regulation
Staff:  Jo Anne Swindler, Patrick M. Joyce, Stanley C. Macel, Marlon Quintanilla Paz


Item 1: Management’s Report on Internal Control Over Financial Reporting and Certifications of Disclosure in Exchange Act Periodic Reports of Companies that are not Accelerated Filers

The Commission will consider whether to extend the date by which companies that are not accelerated filers must comply with certain amendments to Rules 13a-15 and 15d-15 under the Securities Exchange Act of 1934, Items 308(a) and (b) of Regulations S-K and S-B, Item 15 of Form 20-F, and General Instruction B of Form 40-F. These amendments require companies, other than registered investment companies, to include in their annual reports a report of management and an accompanying auditor’s report on the company’s internal control over financial reporting. The amendments also require a company’s management to evaluate as of the end of each fiscal period any change in the company’s internal control over financial reporting that occurred during the period that has materially affected, or is reasonably likely to materially affect, the company’s internal control over financial reporting. If approved, a company that is not an accelerated filer would have to comply with the internal control over financial reporting requirements for its first fiscal year ending on or after July 15, 2007.

For further information, please contact Sean Harrison, Special Counsel, Division of Corporation Finance, at (202) 551-3430.

Item 2: Proposed Revisions to the Accelerated Filer Definition and Accelerated Deadlines for Filing Periodic Reports

The Commission will consider whether to propose amendments to the “accelerated filer” definition in Rule 12b-2 of the Securities Exchange Act of 1934 to: (a) create a new category of accelerated filer that would include reporting companies with a public float of $700 million or more; and (b) ease some of the current restrictions on the exit of companies from accelerated filer status. The proposed amendments also would amend the final phase-in of the Form 10-K and Form 10-Q accelerated filing deadlines that is scheduled to take effect next year. Accelerated filers currently are scheduled to become subject to a 60-day filing deadline for their Form 10-K annual reports filed for fiscal years ending on or after December 15, 2005, and a 35-day deadline for the three subsequently filed quarterly reports on Form 10-Q.

For further information, please contact Katherine Hsu, Special Counsel, Division of Corporation Finance, at (202) 551-3430.

Item 3: Commission Guidance Regarding Client Commission Practices Under Section 28(e) of the Securities Exchange Act

The Commission will consider whether to propose interpretive guidance and solicit comment regarding the scope of “brokerage and research services” within Section 28(e) of the Securities Exchange Act of 1934. The interpretive release is designed to provide guidance to securities industry participants on money managers’ use of client commission dollars to pay for research and brokerage services under Section 28(e). The release also reminds industry participants of the statutory requirements for client commission arrangements under Section 28(e).

For further information, please contact Jo Anne Swindler, Assistant Director, at (202) 551-5750; Patrick M. Joyce, Special Counsel, at (202) 551-5758; Stanley C. Macel, IV, Special Counsel, at (202) 551-5755; or Marlon Quintanilla Paz, Special Counsel, at (202) 551-5756, Division of Market Regulation.

 

http://www.sec.gov/news/openmeetings/agenda092105.htm

Modified: 09/20/2005