[Federal Register Volume 80, Number 27 (Tuesday, February 10, 2015)]
[Notices]
[Pages 7511-7512]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2015-02637]


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SECURITIES AND EXCHANGE COMMISSION


Securities Act of 1933, Release No. 9721/February 4, 2015; 
Securities Exchange Act of 1934, Release No. 74203/February 4, 2015; 
Order Approving Public Company Accounting Oversight Board Budget and 
Annual Accounting Support Fee for Calendar Year 2015

    The Sarbanes-Oxley Act of 2002, as amended (the ``Sarbanes-Oxley 
Act''),\1\ established the Public Company Accounting Oversight Board 
(``PCAOB'') to oversee the audits of companies that are subject to the 
securities laws, and related matters, in order to protect the interests 
of investors and further the public interest in the preparation of 
informative, accurate and independent audit reports. The PCAOB is to 
accomplish these goals through registration of public accounting firms 
and standard setting, inspection, and disciplinary programs. The PCAOB 
is subject to the comprehensive oversight of the Securities and 
Exchange Commission (the ``Commission'').
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    \1\ 15 U.S.C. 7201 et seq.
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    Section 109 of the Sarbanes-Oxley Act provides that the PCAOB shall 
establish a reasonable annual accounting support fee, as may be 
necessary or appropriate to establish and maintain the PCAOB. Under 
Section 109(f) of the Sarbanes-Oxley Act, the aggregate annual 
accounting support fee shall not exceed the PCAOB's aggregate 
``recoverable budget expenses,'' which may include operating, capital 
and accrued items. The PCAOB's annual budget and accounting support fee 
are subject to approval by the Commission.
    Section 982 of the Dodd-Frank Wall Street Reform and Consumer 
Protection Act (the ``Dodd-Frank Act'') \2\ amended the Sarbanes-Oxley 
Act to provide the PCAOB with explicit authority to oversee auditors of 
broker-dealers registered with the Commission. In addition, the PCAOB 
must allocate the annual accounting support fee among issuers and among 
brokers and dealers.
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    \2\ Public Law 111-203, 124 Stat. 1376 (2010).
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    Section 109(b) of the Sarbanes-Oxley Act directs the PCAOB to 
establish a budget for each fiscal year in accordance with the PCAOB's 
internal procedures, subject to approval by the Commission. Rule 190 of 
Regulation P facilitates the Commission's review and approval of PCAOB 
budgets and annual accounting support fees.\3\ This budget rule 
provides, among other things, a timetable for the preparation and

[[Page 7512]]

submission of the PCAOB budget and for Commission actions related to 
each budget, a description of the information that should be included 
in each budget submission, limits on the PCAOB's ability to incur 
expenses and obligations except as provided in the approved budget, 
procedures relating to supplemental budget requests, requirements for 
the PCAOB to furnish on a quarterly basis certain budget-related 
information, and a list of definitions that apply to the rule and to 
general discussions of PCAOB budget matters.
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    \3\ 17 CFR 202.190.
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    In accordance with the budget rule, in March 2014 the PCAOB 
provided the Commission with a narrative description of its program 
issues and outlook for the 2015 budget year. In response, the 
Commission provided the PCAOB with economic assumptions and budgetary 
guidance for the 2015 budget year. The PCAOB subsequently delivered a 
preliminary budget and budget justification to the Commission. Staff 
from the Commission's Offices of the Chief Accountant and Financial 
Management dedicated a substantial amount of time to the review and 
analysis of the PCAOB's programs, projects and budget estimates; 
reviewed the PCAOB's estimates of 2014 actual spending; and attended 
several meetings with management and staff of the PCAOB to further 
develop its understanding of the PCAOB's budget and operations. During 
the course of this review, Commission staff relied upon representations 
and supporting documentation from the PCAOB. Based on this review, the 
Commission issued a ``pass back'' letter to the PCAOB. On November 25, 
2014, the PCAOB approved its 2015 budget during an open meeting, and 
subsequently submitted that budget to the Commission for approval.
    After considering the above, the Commission did not identify any 
proposed disbursements in the 2015 budget adopted by the PCAOB that are 
not properly recoverable through the annual accounting support fee, and 
the Commission believes that the aggregate proposed 2015 annual 
accounting support fee does not exceed the PCAOB's aggregate 
recoverable budget expenses for 2015. The Commission also acknowledges 
the PCAOB's updated strategic plan and encourages the PCAOB to continue 
keeping the Commission and its staff apprised of developments 
throughout the PCAOB's implementation of its near-term priority 
projects. The Commission looks forward to providing views to the PCAOB 
as future updates are made to the plan.
    The Commission is aware that some of the projects on the PCAOB's 
standard setting agenda to update auditing and quality control 
standards have been slow to advance. The Commission also understands 
that the Board intends to undertake a review of performance and 
management of the standard setting agenda. The Commission directs the 
PCAOB during 2015 to provide timely updates to the Commission's staff 
on the Board's evaluation of all aspects of its standard setting 
process including performance and management of the process and the 
potential actions being considered by the Board for process 
improvements. The Commission also directs the PCAOB, upon its 
finalization of a process improvement plan for the standard setting 
agenda, to include in its quarterly reports to the Commission updates 
on the Board's assessment of the improvements in the performance and 
management of the standard setting agenda.
    Similarly, as part of its review of the 2015 budget, the Commission 
notes that the Center for Economic Analysis (``Center''), established 
in 2014, requires continued Board oversight to align its activities 
with the PCAOB's mission. The Commission directs the PCAOB during 2015 
to provide timely updates to the Commission's staff on the activities 
of the Center, including with respect to defining its role and aligning 
its activities with the Board's mission. The Commission also directs 
the PCAOB to include in its quarterly reports to the Commission, 
updates on the Board's assessment of the performance of the Center.
    The Commission understands that in recent years the PCAOB has taken 
significant and productive steps to improve its information technology 
(``IT'') program. These steps include IT staffing changes, implementing 
stronger IT governance structures, and strengthening Board oversight of 
its IT program. Based upon updates provided by the PCAOB, the 
Commission also understands that these efforts are ongoing; and directs 
the Board to continue to provide in its quarterly reports to the 
Commission detailed information about the state of the PCAOB's IT 
program, including planned, estimated, and actual costs for IT 
projects, and the level of involvement of consultants. These reports 
also should continue to include: (a) A discussion of the Board's 
assessment of the progress and implementation of the Board actions 
mentioned above; and (b) the quarterly IT report that is prepared by 
PCAOB staff and submitted to the Board.
    The Commission also directs the PCAOB during 2015 to continue to 
include in its quarterly reports to the Commission information about 
the PCAOB's inspections program. Such information is to include: (a) 
Statistics relative to the numbers and types of firms budgeted and 
expected to be inspected in 2015, including by location and by year the 
inspections are required to be conducted in accordance with the 
Sarbanes-Oxley Act and PCAOB rules; (b) information about the timing of 
the issuance of inspections reports for domestic and non-U.S. 
inspections; and (c) updates on the PCAOB's efforts to establish 
cooperative arrangements with respective non-U.S. authorities for 
inspections required in those countries.
    The Commission understands that the Office of Management and Budget 
(``OMB'') has determined the 2015 budget of the PCAOB to be 
sequestrable under the Budget Control Act of 2011.\4\ Unless 
legislation occurs that avoids sequestration, we expect the PCAOB will 
have approximately $1 million in excess funds available from the 2014 
sequestration for spending in 2015. As such, the PCAOB has reduced its 
accounting support fee for 2015 by approximately $1 million.
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    \4\ See ``OMB Report to the Congress on the Joint Committee 
Reductions for Fiscal Year 2015'', Appendix page 17 of 17 at: http://www.whitehouse.gov/sites/default/files/omb/assets/legislative_reports/sequestration_order_report_march2014.pdf
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    The Commission has determined that the PCAOB's 2015 budget and 
annual accounting support fee are consistent with Section 109 of the 
Sarbanes-Oxley Act. Accordingly,
    It is ordered, pursuant to Section 109 of the Sarbanes-Oxley Act, 
that the PCAOB budget and annual accounting support fee for calendar 
year 2015 are approved.

    By the Commission.
Brent J. Fields,
Secretary.
[FR Doc. 2015-02637 Filed 2-9-15; 8:45 am]
BILLING CODE 8011-01-P