
[Federal Register: April 20, 2009 (Volume 74, Number 74)]
[Notices]               
[Page 18006-18007]
From the Federal Register Online via GPO Access [wais.access.gpo.gov]
[DOCID:fr20ap09-121]                         

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SECURITIES AND EXCHANGE COMMISSION

[Securities Act of 1933 Release No. 9025; Securities Exchange Act of 
1934 Release No. 59759]

 
Order Approving Increase to Public Company Accounting Oversight 
Board Annual Accounting Support Fee for Calendar Year 2009

April 13, 2009.
    The Sarbanes-Oxley Act of 2002 (the ``Act'') established the Public 
Company Accounting Oversight Board (``PCAOB'') to oversee the audits of 
public companies and related matters, to protect investors, and to 
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. Section 109 of the 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. Section 109(h) amends Section 13(b)(2) of the Securities 
Exchange Act of 1934 to require issuers to pay the allocable share of a 
reasonable annual accounting support fee or fees, determined in 
accordance with Section 109 of the Act. Under Section 109(f), the 
aggregate

[[Page 18007]]

annual accounting support fee shall not exceed the PCAOB's aggregate 
``recoverable budget expenses,'' which may include operating, capital 
and accrued items. Section 109(b) of the 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 Securities and Exchange 
Commission (the ``Commission'').
    On July 18, 2006, the Commission amended its Rules of Practice 
related to its Informal and Other Procedures to add a rule to 
facilitate the Commission's review and approval of PCAOB budgets and 
accounting support fees.\1\ This budget rule provides, among other 
things, a timetable for the preparation and 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, a list of definitions that 
apply to the rule and to general discussions of PCAOB budget matters, 
and the ability of the Commission to waive compliance with any 
provisions of the rule.
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    \1\ 17 CFR 202.11. See Release No. 33-8724 (July 18, 2006) [71 
FR 41998 (July 24, 2006)].
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    On December 17, 2008, the Commission approved the PCAOB's 2009 
budget of $157.6 million and 2009 annual accounting support fee of 
$151.8 million.\2\ Due to the development of certain unforeseen 
contingencies, on March 16, 2009 the PCAOB requested Commission 
approval to increase its 2009 annual accounting support fee by $5.6 
million, to $157.4 million. The primary reason for the requested 
increase relates to proposed legislation in Congress that would 
increase the PCAOB's responsibilities over auditors of broker-dealers.
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    \2\ See Release No. 33-8989 (December 17, 2008) [73 FR 78861 
(December 23, 2008)].
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    Specifically, the PCAOB's request would create an additional 
reserve for contingencies in addition to the five month working capital 
reserve provided for in the Commission's budget rule.\3\ Therefore, the 
requested amount of the increase to the annual accounting support fee 
would result in the PCAOB being noncompliant with certain provisions of 
the Commission's budget rule. The Commission's budget rule provides 
that the Commission, in its discretion, may waive compliance with any 
provision of the rule,\4\ and the PCAOB has requested a waiver. In 
approving the PCAOB's request to increase its 2009 annual accounting 
support fee, the Commission is hereby waiving paragraph (d)(3) of the 
budget rule with respect to the PCAOB's 2009 budget and annual 
accounting support fee.
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    \3\ See 17 CFR 202.11(d)(3), which provides that, ``In addition 
to amounts needed to fund disbursements during the budget year, a 
budget may reflect receipts in amounts needed to fund expend 
expected disbursements during a period not to exceed the first five 
months of the fiscal year immediately following the budget year (the 
working capital reserve), provided such amounts shall be disbursed 
only as specified in the following year's budget or in a 
supplemental budget approved by the Commission.''
    \4\ See 17 CFR 202.11(i).
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    Pursuant to the budget rule, and as the PCAOB indicates in its 
request, the incremental monies collected by the PCAOB are to be held 
by the PCAOB until the Commission, through the approval of a 
supplemental budget, later approves disbursement of such monies. The 
procedures for submitting a supplemental budget request are provided in 
the budget rule. Prior to submission of any such supplemental budget 
request or to the implementation of any legislation that expands the 
PCAOB's authority over the auditors of broker-dealers, the PCAOB shall 
consult with the Commission on a timely basis about the PCAOB's plans 
for additional resources, program changes, or information technology 
developments and enhancements contemplated.
    The Commission has determined that the PCAOB's increased annual 
accounting support fee is consistent with Section 109 of the Act. 
Accordingly,
    It is ordered, pursuant to Section 109 of the Act, that the PCAOB's 
increase to its annual accounting support fee for calendar year 2009 is 
approved.

    By the Commission.
Elizabeth M. Murphy,
Secretary.
[FR Doc. E9-8886 Filed 4-17-09; 8:45 am]

BILLING CODE 8010-01-P
