[Federal Register Volume 75, Number 200 (Monday, October 18, 2010)]
[Notices]
[Page 63869]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2010-26166]
[[Page 63869]]
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SECURITIES AND EXCHANGE COMMISSION
Notice: Existing Collection; Comment Requested
Upon Written Request, Copies Available From: Securities and Exchange
Commission, Office of Investor Education and Advocacy, Washington, DC
20549.
Requested Change:
Form 10-K; OMB Control No. 3235-0063; SEC File No. 270-48.
Form 20-F; OMB Control No. 3235-0288; SEC File No. 270-156.
Section 989G of the Dodd-Frank Wall Street Reform and Consumer
Protection Act of 2010 \1\ (the ``Act'') provides that Section 404(b)
of the Sarbanes-Oxley Act \2\ does not apply to any audit report
prepared for an issuer that is neither an accelerated filer nor a large
accelerated filer as defined in Rule 12b-2 \3\ under the Securities
Exchange Act.\4\ Notice is hereby given that, pursuant to the Paperwork
Reduction Act of 1995 (44 U.S.C. 3501-3520), the Securities and
Exchange Commission (the ``Commission'') is soliciting comment on the
changes to the collection of information necessitated by the Act. The
Commission plans to submit this existing collection of information to
the Office of Management and Budget for change and approval.
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\1\ Public Law 111-203 (July 21, 2010).
\2\ 15 U.S.C. 7262.
\3\ 17 CFR 240.12b-2.
\4\ 15 U.S.C. 78a et seq.
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In a separate release, the Commission amended its rules in light of
the Act, which amends Section 404 of the Sarbanes-Oxley Act.\5\ The
Commission had previously estimated the burden of complying with
Section 404(b) of Sarbanes-Oxley assuming that all filers of Forms 10-K
and 20-F would file an auditor's attestation report. The filers that
were included in the estimate but are no longer subject to the 404
requirement are sometimes referred to as ``non-accelerated filers.''
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\5\ [Cite to substantive release.]
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Form 10-K sets forth the disclosure requirements for annual reports
filed by issuers under the Securities Exchange Act. Form 20-F sets
forth the disclosure requirements for annual reports and registration
statements filed by foreign private issuers under the Securities
Exchange Act, as well as many of the disclosure requirements for
registration statements filed by foreign private issuers under the
Securities Act.
Based on the number of non-accelerated filers that filed an annual
report in 2009, we estimate that approximately 4,400 annual reports on
Form 10-K and approximately 285 annual reports on Form 20-F are filed
annually by non-accelerated filers. The current burden estimates for
Form 10-K and Form 20-F attribute 0.5 burden hours per issuer for
filing the auditor attestation report, including the burden attributed
to the related disclosure in the annual report, and do not include any
burden attributed to the audit work.\6\ Consistent with the burden
estimates for these forms, that estimate is then split 75% and 25%
between internal staff and external professionals for Form 10-K, and
25% and 75% between internal staff and external professionals for Form
20-F. Both estimates assume an hourly rate of $400 for external
professionals. Accordingly, we are reducing the aggregate burden
estimate by 1,650 hours of internal staff time and $220,000 for
external professional services for Form 10-K, and 36 hours of internal
staff time and $42,750 for external professional services for Form 20-
F.
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\6\ For further information on the determination of our
estimates, see Release No. 33-8238 (June 5, 2003) [68 FR 36636].
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The information collections requirements related to Forms 10-K and
20-F are mandatory. There is no mandatory retention period for the
information disclosed, and the information disclosed is made publicly
available on the EDGAR filing system. An agency may not conduct or
sponsor, and a person is not required to respond to, a collection of
information unless it displays a currently valid OMB control number.
Written comments are requested on: (a) Whether the estimate changes
properly reflect the amendments made by Congress to Section 404 of the
Sarbanes-Oxley Act; (b) the accuracy of the Commission's estimate of
the number of non-accelerated filers no longer subject to the burden of
the collections of information; and (c) whether because of the
statutory amendment that makes non-accelerated filers no longer subject
to the requirement other estimates need to be changed. Consideration
will be given to comments and suggestions submitted in writing within
60 days of this publication.
Please direct your written comments to Jeffrey Heslop, Acting
Director/CIO, Securities and Exchange Commission, C/O Remi Pavlik-
Simon, 6432 General Green Way, Alexandria, VA, 22312; or send an e-mail
to: [email protected].
Dated: October 13, 2010.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2010-26166 Filed 10-15-10; 8:45 am]
BILLING CODE 8011-01-P