NEW YORK WASHINGTON PARIS LONDON MILAN ROME FRANKFURT BRUSSELS CLIENT MEMORANDUM PCAOB APPROVES FINAL STANDARD FOR AUDITOR ATTESTATIONS OF INTERNAL CONTROL OVER FINANCIAL REPORTING The Public Company Accounting Oversight Board (the “PCAOB”) recently approved a final standard for auditor attestations of a company’s internal control over financial reporting. These attestations are required under Section 404 of the Sarbanes-Oxley Act of 2002 in connection with management’s assessment of such internal control. Management Assessment of Internal Control Ov er Financial Reporting Pursuant to Section 404 of the Sarbanes-Oxley Act, on June 5, 2003, the Securities and Exchange Commission (the “SEC”) adopted final rules requiring management of a reporting company to assess the effectiveness of the company’s internal control over financial reporting1 as of the end of the company’s most recent fiscal year and to describe in the company’s annual report management’s conclusion, as a result of that assessment, whether the company’s internal control is effective. The rules require that management’s internal control report state that the registered public accounting firm that audited the company’s financial statements has issued an attestation report as to whether management’s assessment of the company’s internal control over financial reporting is “fairly stated in all material respects.” The company must then file the attestation report as part of its annual report. Companies that are “accelerated filers” (generally Form S-3 eligible companies) must comply with these requirements in their annual reports for their first fiscal year ending on or after November 15, 2004; non-accelerated filers and foreign private issue...
