Federal Register / Vol. 74, No. 78 / Friday, April 24, 2009 / Notices 18753 

1See Section 104(a) of the Act. 

2See Section 104(b) of the Act. 

3The Board has inspected non-U.S. firms located 

in Argentina, Australia, Bermuda, Brazil, Canada, 

Chile, Colombia, Greece, Hong Kong, India, 

Indonesia, Ireland, Israel, Japan, Kazakhstan, 

Mexico, New Zealand, Panama, Peru, Singapore, 

South Africa, South Korea, Taiwan R.O.C., and the 

United Kingdom. 

4Existing Rule 4003 effectively sets deadlines for 

the Board’s inspections not only of firms that issue 

audit reports, but also of firms that play a 

substantial role in the preparation or furnishing of 

an audit report (as defined in PCAOB Rule 

1001(p)(ii)). The Board has previously submitted for 

Commission approval amendments to Rules 4003(b) 

and 4003(d) that would eliminate from the Rule any 

frequency requirement or deadline for the Board to 

inspect a firm that plays a substantial role but does 

not issue an audit report. Unless and until the 

Commission approves such a rule change, however, 

the one-year extension in proposed rule 4003(f) 

would (if approved by the Commission) apply to 

required 2008 PCAOB inspections of non-U.S. firms 

that have played a substantial role as well as to 

required 2008 inspections of non-U.S. firms that 

have issued audit reports. 

409 3rd Street, SW., Suite 6050, 

Washington, DC 20416. 

SUPPLEMENTARY INFORMATION: The notice 

of the President’s major disaster 

declaration for Private Non-Profit 

organizations in the State of 

Washington, dated 03/02/2009, is 

hereby amended to include the 

following areas as adversely affected by 

the disaster. 

Primary Counties: Whitman, Ferry. 

All other information in the original 

declaration remains unchanged. 

(Catalog of Federal Domestic Assistance 

Numbers 59002 and 59008) 

James E. Rivera, 

Acting Associate Administrator for Disaster 

Assistance. 

[FR Doc. E9–9430 Filed 4–23–09; 8:45 am] 

BILLING CODE 8025–01–P 

SMALL BUSINESS ADMINISTRATION 

[Disaster Declaration #11677 and #11678] 

Oregon Disaster Number OR–00029 

AGENCY: U.S. Small Business 

Administration. 

ACTION: Amendment 3. 

SUMMARY: This is an amendment of the 

Presidential declaration of a major 

disaster for Public Assistance Only for 

the State of Oregon (FEMA–1824–DR), 

dated 03/02/2009. 

Incident: Severe Winter Storm, 

Record and Near Record Snow, 

Landslides, and Mudslides. 

Incident Period: 12/13/2008 through 

12/26/2008. 

Effective Date: 04/02/2009. 

Physical Loan Application Deadline 

Date: 05/01/2009. 

Economic Injury (EIDL) Loan 

Application Deadline Date: 12/02/2009. 

ADDRESSES: Submit completed loan 

applications to: U.S. Small Business 

Administration, Processing and 

Disbursement Center, 14925 Kingsport 

Road, Fort Worth, TX 76155. 

FOR FURTHER INFORMATION CONTACT: A. 

Escobar, Office of Disaster Assistance, 

U.S. Small Business Administration, 

409 3rd Street, SW., Suite 6050, 

Washington, DC 20416. 

SUPPLEMENTARY INFORMATION: The notice 

of the President’s major disaster 

declaration for Private Non-Profit 

organizations in the State of Oregon, 

dated 03/02/2009, is hereby amended to 

re-establish the incident period for this 

disaster as beginning 12/13/2008 and 

continuing through 12/26/2008. 

All other information in the original 

declaration remains unchanged. 

(Catalog of Federal Domestic Assistance 

Numbers 59002 and 59008) 

James E. Rivera, 

Acting Associate Administrator for Disaster 

Assistance. 

[FR Doc. E9–9423 Filed 4–23–09; 8:45 am] 

BILLING CODE 8025–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–59792; File No. PCAOB– 

2008–06] 

Public Company Accounting Oversight 

Board; Notice of Filing of Proposed 

Amendment to Board Rules Relating to 

Inspections 

April 20, 2009. 

Pursuant to Section 107(b) of the 

Sarbanes-Oxley Act of 2002 (the ‘‘Act’’), 

notice is hereby given that on December 

9, 2008, the Public Company 

Accounting Oversight Board (the 

‘‘Board’’ or the ‘‘PCAOB’’) filed with the 

Securities and Exchange Commission 

(the ‘‘SEC’’ or ‘‘Commission’’) the 

proposed rule changes described in 

Items I, II, and III below, which items 

have been prepared by the Board. The 

Commission is publishing this notice to 

solicit comments on the proposed rule 

from interested persons. 

I. Board’s Statement of the Terms of 

Substance of the Proposed Rule 

On December 4, 2008, the Board 

adopted an amendment to its rule 

relating to the frequency of inspections. 

The proposed amendment adds a new 

paragraph (f) to existing Rule 4003. The 

text of the proposed amendment is set 

out below. Language added by the 

amendment is in italics. 

Rule 4003. Frequency of Inspections 

* * * * * 

(f) With respect to any foreign 

registered public accounting firm 

concerning which the preceding 

provisions of this Rule would set a 2008 

deadline for the first Board inspection, 

such deadline is extended to 2009. 

II. Board’s Statement of the Purpose of, 

and Statutory Basis for, the Proposed 

Rule 

In its filing with the Commission, the 

Board included statements concerning 

the purpose of, and basis for, the 

proposed rule. The text of these 

statements may be examined at the 

places specified in Item IV below. The 

Board has prepared summaries, set forth 

in sections A, B, and C below, of the 

most significant aspects of such 

statements. 

A. Board’s Statement of the Purpose of, 

and Statutory Basis for, the Proposed 

Rule 

(a) Purpose 

The Sarbanes-Oxley Act of 2002 (‘‘the 

Act’’) directs the Board to conduct a 

continuing program of inspections to 

assess registered public accounting 

firms’ compliance with certain 

requirements.1 The Act prescribes 

inspection frequency requirements but 

also authorizes the Board to adjust the 

frequency requirements by rule if the 

Board finds that an adjustment is 

consistent with the purposes of the Act, 

the public interest, and the protection of 

investors.2 Inspection frequency 

requirements adopted by the Board are 

set out in PCAOB Rule 4003, 

‘‘Frequency of Inspections.’’ 

The Board began a regular cycle of 

inspections of U.S. firms in 2004 and 

has conducted 911 such inspections, 

including repeat inspections of several 

firms. Inspections of non-U.S. firms 

began in 2005, and the Board has 

inspected 123 non-U.S. firms that have 

issued audit reports while registered 

with the Board. Those firms are located 

in 24 jurisdictions.3 There are, however, 

21 non-U.S. firms that have issued audit 

reports while registered and that Rule 

4003 requires the Board to inspect by 

the end of 2008, but that the Board has 

not yet inspected. For the reasons 

described below, the Board has adopted 

Rule 4003(f) to extend for one year the 

deadline for the Board to conduct the 

first inspections of non-U.S. firms that 

are otherwise required before the end of 

2008.4

The PCAOB has recognized since the 

outset of its inspection program that 

inspections of non-U.S. firms pose 

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18754 Federal Register / Vol. 74, No. 78 / Friday, April 24, 2009 / Notices 

5See Briefing Paper, Oversight of Non-U.S. Public 

Accounting Firms (October 28, 2003); Final Rules 

Relating to the Oversight of Non-U.S. Public 

Accounting Firms, PCAOB Release No. 2004–005 

(June 9, 2004) (hereinafter ‘‘Oversight of Non-U.S. 

Firms’’). 6 In 2006, for instance, the European Union 

enacted a directive requiring the creation of an 

effective system of public oversight for statutory 

auditors and audit firms within each Member State. 

See The Directive 2006/43/EC of the European 

Parliament and the Council (May 17, 2006) (the 

‘‘Eighth Directive’’). In addition, among others, 

Canada created the Canadian Public Accountability 

Board, and in Australia, the responsibilities of the 

Australian Securities and Investments Commission 

were expanded to include auditor oversight. In 

Asia, Japan created the Certified Public 

Accountants and Auditing Oversight Board, South 

Korea gave responsibility for auditor oversight to its 

Financial Supervisory Service, and Singapore 

created the Accounting and Corporate Regulatory 

Authority. 

7See PCAOB Rules 4011 and 4012; see also 

Oversight of Non-U.S. Firms at 2–3. 

8See Oversight of Non-U.S. Firms at 2–3. 

9See Oversight of Non-U.S. Firms at 3. 

10 Inspections of three other non-U.S. firms that 

have issued audit reports while registered and that 

the Board is currently required to conduct by the 

end of 2008 will be delayed beyond 2008 for 

reasons unrelated to the issues discussed above. In 

October 2007, after soliciting public comment, the 

Board adopted and submitted for Commission 

approval an amendment to Rule 4003 that would 

give the Board discretion not to conduct an 

otherwise required inspection of a firm if, after the 

firm issued the audit report that gave rise to the 

inspection requirement, the firm went two 

consecutive calendar years without issuing an audit 

report. The three non-U.S. firms referred to here fall 

into that category and, although the Commission 

has not acted on that proposed rule amendment, the 

Board’s planning for, and conduct of, 2008 

inspections did not include those three firms. 

11 In two of these jurisdictions, the Board was 

able to arrange for and conduct some joint 

inspections in 2008, but, due to scheduling 

conflicts, could not conduct joint inspections of all 

firms with 2008 deadlines. 

special issues.5 In its oversight of nonU.S. firms, the Board seeks, to the extent 

reasonably possible, to coordinate and 

cooperate with local authorities. Since 

2003, when the PCAOB began 

operations, a number of jurisdictions 

have also developed their own auditor 

oversight authorities with inspection 

responsibilities or enhanced existing 

oversight systems.6 The Board has a 

specific framework for working 

cooperatively with its non-U.S. 

counterparts to conduct joint 

inspections and, to the extent deemed 

appropriate by the Board in any 

particular case, relying on inspection 

work performed by that counterpart.7

The Board has previously expressed the 

view that it is in the interests of the 

public and investors for the Board to 

develop efficient and effective 

cooperative arrangements with its nonU.S. counterparts.8 In jurisdictions that 

have their own inspection programs, 

this may include conducting joint 

inspections of firms that are subject to 

both regulators’ authority. Even where 

the Board does not work with a local 

regulator to conduct joint inspections, 

the Board communicates with its 

counterpart or other local authorities 

(such as securities regulators or other 

government agencies and ministries) 

regarding its inspections to be 

conducted in the jurisdiction. 

In some jurisdictions, the PCAOB’s 

ability to conduct inspections, either by 

itself or jointly with a local regulator, is 

complicated by the need to address with 

local authorities potential legal 

obstacles and sovereignty concerns. The 

Board seeks to work with the homecountry authorities to try to resolve 

potential conflicts of laws.9

In addition, PCAOB Rule 4011 

permits non-U.S. firms that are subject 

to Board inspection to formally request 

that the Board, in conducting its 

inspection, rely on a non-U.S. 

inspection to the extent deemed 

appropriate by the Board. If a Rule 4011 

request is made, Rule 4012 provides that 

the Board will, at an appropriate time 

before each inspection of the firm, 

determine the degree, if any, to which 

the Board may rely on the non-U.S. 

inspection. Rule 4012 describes aspects 

of the non-U.S. system that the Board 

will evaluate in making that 

determination. 

Where the need arises to try to resolve 

potential conflicts of law, or to evaluate 

a non-U.S. system in response to a Rule 

4011 request, the effort can be 

substantial. The effort typically involves 

negotiating the principles of an 

arrangement for cooperation consistent 

with the inspection obligations that the 

Act imposes on the Board. It also 

involves the Board gaining a detailed 

understanding of the other jurisdiction’s 

auditor oversight system in order for the 

Board to determine the degree of 

reliance it is willing to place on 

inspection work performed under that 

system in a particular inspection year. 

Additional effort is involved in 

coordinating the scheduling of specific 

inspections. Where possible, the Board 

seeks to conduct inspections jointly 

with local authorities both to take 

advantage of potential efficiencies and 

to avoid imposing unnecessary 

regulatory burdens on the firm. Like the 

PCAOB, several of these other 

authorities proceed according to 

inspection frequency requirements. 

While some of the Board’s counterparts 

are established and have inspection 

programs, many are new organizations 

still building up their inspections 

resources. As a result, synchronizing the 

inspections schedules of these 

authorities and the PCAOB’s 

requirements may sometimes require 

one-time scheduling adjustments by the 

PCAOB and/or the other authority. 

Notwithstanding these challenges, the 

Board has so far conducted 123 nonU.S. inspections. Fifty-seven of those 

inspections, in five jurisdictions, have 

been conducted jointly with other 

auditor oversight authorities, while 66 

have been conducted solely by the 

PCAOB. 

Because of the types of issues 

described above, however, the Board 

faces certain challenges related to 

conducting, in 2008, the inspections of 

18 non-U.S. firms that have issued audit 

reports while registered and that the 

Board is currently required to inspect by 

the end of 2008.10 Those 18 inspections 

involve firms in nine jurisdictions, 

several of which have newly established 

auditor oversight entities that have just 

recently started their own inspections 

programs. In some of those nine 

jurisdictions, the auditor oversight 

authority’s 2008 inspection schedules 

did not include some or any of the firms 

the PCAOB is required to inspect in 

2008. In still other jurisdictions, local 

authorities have raised sovereignty 

concerns or potential legal conflicts, and 

efforts to resolve those issues are 

incomplete. 

The Board has made an effort to 

resolve issues with authorities in the 

nine jurisdictions in time to conduct 

these inspections in 2008.11 The Board 

remains hopeful that ongoing 

discussions with these authorities will 

result in the resolution of outstanding 

issues. It is now apparent, however, that 

this will not occur in time to conduct 

those inspections in 2008. Accordingly, 

the choice the Board now faces is 

whether to (1) postpone these 

inspections while continuing 

discussions on the outstanding issues or 

(2) proceed with inspections by making 

inspection demands on the individual 

firms over the objection of local 

authorities, including in circumstances 

where local authorities take the position 

that a firm’s cooperation in a Board 

inspection would violate local law. 

Neither option is ideal. While the 

Board sees value in cooperation and 

joint inspections, that value must be 

balanced against the statutory 

presumption that PCAOB-registered 

firms will be subject to timely PCAOB 

inspections in order to protect the 

interests of investors in U.S. markets. 

On balance, in light of the status of the 

ongoing discussions with authorities in 

the nine jurisdictions described above, 

the Board believes that a rule 

amendment allowing the Board to 

mstockstill on PROD1PC66 with NOTICES

Federal Register / Vol. 74, No. 78 / Friday, April 24, 2009 / Notices 18755 

12Nothing in this notice is inconsistent with the 

Board’s willingness to place reliance on a non-U.S. 

inspection consistent with Rules 4011 and 4012, or 

suggests any position on the nature of the 

inspection process in circumstances in which the 

Board relies on a non-U.S. inspection to the 

maximum extent that would be consistent with the 

Board’s responsibilities under the Act. 

1 15 U.S.C. 78s(b)(1). 

2 17 CFR 240.19b–4. 

postpone those inspections for up to one 

year is the appropriate course. For that 

reason, the Board is adopting a new 

paragraph (f) to Rule 4003, which 

extends for one year the deadline for the 

Board to conduct the first inspection of 

any non-U.S. firm that existing Rule 

4003 otherwise requires the Board to 

conduct by the end of 2008. The Board 

is adopting Rule 4003(f) to take effect 

upon Commission approval. 

In the Board’s view, this adjustment 

to the inspection frequency requirement 

is consistent with the purposes of the 

Act, the public interest, and the 

protection of investors. The Board 

believes that its approach to 

implementing Rules 4011 and 4012, 

developing cooperative arrangements, 

and conducting joint inspections with 

foreign regulators is enhancing the 

Board’s efforts to carry out its inspection 

responsibilities. There is long-term 

value in accepting a limited delay in 

inspections to continue working toward 

cooperative arrangements where it 

appears reasonably possible to reach 

them. The Board recognizes that some 

non-U.S. firms may be reluctant to 

comply with PCAOB inspection 

demands because of a concern that 

doing so might violate local law. Up to 

a point, the purposes of the Act, the 

public interest, and the protection of 

investors are better served by delaying 

a first inspection to work toward a 

cooperative resolution than by 

precipitating legal disputes involving 

conflicts between U.S. and non-U.S. law 

that could arise if the Board sought to 

enforce compliance with its preferred 

schedule without regard for the 

concerns of non-U.S. authorities. 

The Board will continue to work 

toward cooperation and coordination 

with authorities in all relevant 

jurisdictions. The Board does not 

intend, however, to make any further 

adjustments to the inspection frequency 

requirements applicable to firms whose 

first inspection was due no later than 

2008.12

(b) Statutory Basis 

The statutory basis for the proposed 

rule is Title I of the Act. 

B. Board’s Statement on Burden on 

Competition 

The Board does not believe that the 

proposed rule will result in any burden 

on competition that is not necessary or 

appropriate in furtherance of the 

purposes of the Act. The proposed rule 

imposes no burden beyond the burdens 

clearly imposed and contemplated by 

the Act. 

C. Board’s Statement on Comments on 

the Proposed Rule Received From 

Members, Participants or Others 

The Board did not solicit or receive 

comments before adopting the proposed 

rule. 

III. Date of Effectiveness of the 

Proposed Rule and Timing for 

Commission Action 

Within 35 days of the date of 

publication of this notice in the Federal 

Register or within such longer period as 

(i) the Commission may designate up to 

90 days of such date if it finds such 

longer period to be appropriate and 

publishes its reasons for so finding or 

(ii) as to which the Board consents, the 

Commission will: 

(A) By order approve such proposed 

rule change, or 

(B) Institute proceedings to determine 

whether the proposed rule change 

should be disapproved. 

IV. Solicitation of Comments 

Interested persons are invited to 

submit written data, views and 

arguments concerning the foregoing, 

including whether the proposed rule 

changes are consistent with the 

requirements of Title I of the Act. 

Comments may be submitted by any of 

the following methods: 

Electronic Comments 

• Use the Commission’s Internet 

comment form (http://www.sec.gov/ 

rules/pcaob.shtml); or 

• Send an e-mail to rulecomments@sec.gov. Please include File 

Number PCAOB–2008–06 on the subject 

line. 

Paper Comments 

• Send paper comments in triplicate 

to Elizabeth M. Murphy, Secretary, 

Securities and Exchange Commission, 

100 F Street, NE., Washington, DC 

20549–1090. 

All submissions should refer to File 

Number PCAOB–2008–06. This file 

number should be included on the 

subject line if e-mail is used. To help the 

Commission process and review your 

comments more efficiently, please use 

only one method. The Commission will 

post all comments on the Commission’s 

Internet Web site (http://www.sec.gov/ 

rules/pcaob/shtml). Copies of the 

submission, all subsequent 

amendments, all written statements 

with respect to the proposed rule 

changes that are filed with the 

Commission, and all written 

communications relating to the 

proposed rule changes between the 

Commission and any person, other than 

those that may be withheld from the 

public in accordance with the 

provisions of 5 U.S.C. 552, will be 

available for inspection and copying in 

the Commission’s Public Reference 

Section, 100 F Street, NE., Washington, 

DC 20549. Copies of such filing also will 

be available for inspection and copying 

at the principal office of the PCAOB. 

All comments received will be posted 

without change; we do not edit personal 

identifying information from 

submissions. You should submit only 

information that you wish to make 

available publicly. All submissions 

should refer to File Number PCAOB– 

2008–06 and should be submitted on or 

before May 15, 2009. 

By the Commission. 

Elizabeth M. Murphy, 

Secretary. 

[FR Doc. E9–9367 Filed 4–23–09; 8:45 am] 

BILLING CODE 8010–01–P 

SECURITIES AND EXCHANGE 

COMMISSION 

[Release No. 34–59791; File No. SR–NYSE– 

2009–42] 

Self-Regulatory Organizations; New 

York Stock Exchange LLC; Notice of 

Filing of Proposed Rule Change 

Implementing NYSE Realtime 

Reference Price Service on a 

Permanent Basis 

April 20, 2009. 

Pursuant to Section 19(b)(1) of the 

Securities Exchange Act of 1934 

(‘‘Act’’) 1 and Rule 19b–4 thereunder,2

notice is hereby given that on April 16, 

2009, the New York Stock Exchange 

LLC (‘‘NYSE’’ or the ‘‘Exchange’’) filed 

with the Securities and Exchange 

Commission (‘‘Commission’’) the 

proposed rule change as described in 

Items I, II, and III below, which Items 

have been prepared by the Exchange. 

The Commission is publishing this 

notice to solicit comments on the 

proposed rule change from interested 

persons. 

I. Self-Regulatory Organization’s 

Statement of the Terms of Substance of 

the Proposed Rule Change 

The Exchange proposes to establish 

the NYSE Realtime Reference Prices 

mstockstill on PROD1PC66 with NOTICES