[Federal Register: August 6, 2010 (Volume 75, Number 151)]
[Rules and Regulations]
[Page 47444-47451]
[DOCID:fr06au10-2]

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SECURITIES AND EXCHANGE COMMISSION

17 CFR Parts 200, 201 and 202

[Release No. 34-62575]

Amendments to the Informal and Other Procedures, Rules of
Organization and Program Management, and Rules of Practice; Interim
Commission Review of Public Company Accounting Oversight Board
Inspection Reports and Regulation P

AGENCY: Securities and Exchange Commission.

ACTION: Final rule.

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SUMMARY: The Securities and Exchange Commission (``Commission'') is
amending its Informal and Other Procedures to add a rule to facilitate
interim Commission review of Public Company Accounting Oversight Board

(``PCAOB'') inspection reports under Section 104(h) of the Sarbanes-
Oxley Act of 2002 (the ``Act''), and its Rules of Organization and
Program Management and Rules of Practice to delegate authority to the
Chief Accountant related to these reviews. The Commission is also
establishing a subpart in its Informal and Other Procedures--Regulation
P--to include procedural rules relating to the PCAOB.

DATES: Effective Date: September 7, 2010.

FOR FURTHER INFORMATION CONTACT: Jeffrey Cohan (Senior Special Counsel)
or John Offenbacher (Professional Accounting Fellow) at<PHONE_NUMBER>,
Office of the Chief Accountant, Securities and Exchange Commission, 100
F Street, NE., Washington, DC 20549-7561.

SUPPLEMENTARY INFORMATION: The Commission is amending: (1) Its Informal
and Other Procedures \1\ to establish a new subpart (``Regulation
P''),\2\ to establish a set of procedures to facilitate requests by
registered public accounting firms for interim Commission review of
PCAOB inspection reports (Sec.  202.140), and to redesignate existing
Rule 12 (Sec.  202.11) as Rule 190 (Sec.  202.190); (2) its Rules of
Organization and Program Management \3\ to provide delegations of
authority to the Chief Accountant related to these reviews (Sec.
200.30-11); and (3) its Rules of Practice \4\ to reflect the new
delegations of authority (Sec.  201.430 and Sec.  201.431).
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    \1\ 17 CFR 202 et seq.
    \2\ 17 CFR 202 subpart 100.
    \3\ 17 CFR 200 et seq.
    \4\ 17 CFR 201 et seq.
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I. Discussion of Rule Amendments

A. Introduction

    The Act established the PCAOB to oversee the audit 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 operates under the comprehensive oversight and
enforcement authority of the Commission.\5\
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    \5\ The Act vests the Commission with oversight duties and
responsibilities, including the duties to appoint the members of the
PCAOB, approve PCAOB rules and professional standards for them to
take effect, act as an appellate authority for PCAOB enforcement
actions, and approve the PCAOB's budget and annual accounting
support fee. The Commission also, among other things, may amend
existing PCAOB rules, assign additional tasks to the PCAOB as
appropriate, oversee the PCAOB's exercise of certain assigned powers
and duties, and limit the PCAOB's activities and remove PCAOB
members. See, e.g., Title I of the Act [15 U.S.C. 7211-7219].
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    Consistent with that oversight, Section 104(h) of the Act provides
for the opportunity of a registered public accounting firm to request
interim Commission review with respect to PCAOB inspection reports. The
Commission is adopting new rules to implement the Act's provisions
relating to these interim review requests.

B. Background

    Section 104 of the Act requires the PCAOB to conduct a continuing
program of inspections of each registered public accounting firm.\6\
That section of the Act directs the PCAOB to publish a written report
of its findings for each inspection.\7\
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    \6\ See Section 104(a) of the Act.
    \7\ See Section 104(g) of the Act.
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    As required by the Act, PCAOB rules provide that a registered
public accounting firm may review and respond to a draft inspection
report.\8\ However, when the PCAOB first publishes its report, no
portions of the inspection report that deal with criticisms of, or
potential defects in, the quality control systems of the firm under
inspection shall be made public if those criticisms or defects are
addressed by the firm, to the satisfaction of the PCAOB, not later than
12 months after the date of the inspection report.\9\
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    \8\ See Section 104(f) of the Act and PCAOB Rule 4007.
    \9\ See Section 104(g)(2) of the Act.
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    Section 104 of the Act also provides that a registered public
accounting firm may seek interim review by the Commission, pursuant to
such rules as the Commission may promulgate, if the firm either:
    (1) Has responded to the substance of particular items in the
PCAOB's draft inspection report and disagrees with the assessments
contained in any final report prepared by the PCAOB following that
response, or
    (2) Disagrees with the PCAOB's determination that quality control
criticisms or defects identified in the inspection report have not been
addressed to the satisfaction of the PCAOB within 12 months of the date
of the inspection report.\10\
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    \10\ See Section 104(h)(1) of the Act.

The Act further provides that a firm may request any such review within
30 days of the event that gives rise to the review.\11\ We believe
implicit in the language of 104(h)(1) is that the firm may seek review
both with respect to items to which the firm responded to the PCAOB in
connection with a draft inspection report and disagrees with the
assessments relating to those items contained in any final report, as
well as any assessments contained in any final inspection report that
was not contained in the draft inspection report provided to the firm
with which the firm disagrees (e.g., items on which the firm did not
have an opportunity to comment in connection with the draft report).
New Rule 140, which we are adopting today, clarifies that these are
separate reviewable matters.
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    \11\ See Section 104(h)(3) of the Act.
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    To implement Section 104 of the Act as to the PCAOB's basic
inspection program, the Commission approved a set of rules proposed by
the PCAOB.\12\ These rules provide that the PCAOB will make a draft
inspection report available for review by the firm that is the subject
of the report, and the firm may submit a written response to the draft
report, which will become part of the inspection report.\13\ A separate
PCAOB rule implements the Act's 12-month delay of publication of any
portions of an inspection report that deal with criticisms of, or
defects in, the inspected firm's quality control systems.\14\ During
that 12-month period, the firm that is the subject of the report may
submit evidence or otherwise demonstrate to the PCAOB that it has
improved its quality control systems and remedied the defects in
question. If the PCAOB determines that the firm has addressed the
quality control defects and criticisms in the final report
satisfactorily, the portion of the report that dealt with those defects
and criticisms will not be made public.\15\
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    \12\ See PCAOB Rules 4000-4010, PCAOB Release No. 2003-19
(October 7, 2003). The rules were approved by the Commission in
Release No. 34-49787 (June 1, 2004).
    \13\ See PCAOB Rule 4007. See also Section 104(f) of the Act.
    \14\ See PCAOB Rule 4009.
    \15\ See Section 104(g)(2) of the Act.
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    On the other hand, if the inspected firm has failed to address
those defects and criticisms to the satisfaction of the PCAOB within
the 12-month period mandated by Sections 104(g) and (h) of the Act, the
PCAOB will take one of the following actions:
    (1) If the inspected firm failed to make any submission to the
PCAOB concerning the firm's efforts to address the quality control
defects or criticisms, the PCAOB will make those portions of the report
public upon expiration of the 12-month period;
    (2) If the firm made a submission to the PCAOB concerning the
firm's efforts to address the quality control defects or criticisms,
but did not seek timely interim Commission review of an adverse PCAOB
determination concerning those defects or criticisms,

the PCAOB will make public those portions of the report that deal with
criticisms of or potential defects in quality control systems that the
firm has not addressed to the satisfaction of the Board upon expiration
of a 30-day period during which the firm may seek Commission review; or
    (3) If the inspected firm made a timely request for interim
Commission review, the PCAOB will make public those portions of the
report that deal with criticisms of or potential defects in quality
control systems that the firm has not addressed to the satisfaction of
the Board 30 days after the firm formally requested interim Commission
review, unless the Commission, by rule or order, directs otherwise.\16\
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    \16\ See PCAOB Rule 4009(d).
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C. Rule Amendments

    We are adopting new Rule 140 to provide procedures for firms to
follow in requesting interim Commission review with respect to a PCAOB
inspection report, including examples of the types of information that
would facilitate the Commission's review. Consistent with the time
periods in the Act, the rule specifies that a request for interim
Commission review must be submitted to the Commission's Office of the
Secretary, with a copy to the PCAOB, within 30 days following either
the date the firm is provided a copy of the final inspection report
(with respect to a review sought pursuant to Section 104(h)(1)(A) of
the Act), or the date the firm receives notice of the PCAOB's adverse
determination with respect to remediation of quality control defects or
criticisms (with respect to a review sought pursuant to Section
104(h)(1)(B) of the Act).\17\
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    \17\ Time periods for purposes of Rule 140 shall be computed as
provided in Rule 160 of the Commission's Rules of Practice. 17 CFR
201.160.
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    The review request should be marked ``Request for Interim
Commission Review with Respect to PCAOB Inspection Report.'' Firms
seeking interim Commission review should submit, along with the review
request, information that, to the extent possible, is focused on the
specific matters for which review is requested, and that clearly and
succinctly addresses the issues raised by the PCAOB. Generally, we
expect that this information would include, but may not necessarily be
limited to:
     The particular inspection report that is the subject of
the request,
     The specific assessments or determinations that are the
subject of the request,
     The alleged errors or deficiencies in the assessments or
determinations and the reasons they are believed to be in error or
deficient,
     If the action relates to an adverse determination by the
PCAOB with respect to remediation of quality control defects or
criticisms, any actions the firm took to address criticisms or defects
identified in the inspection report,\18\ and
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    \18\ A request with respect to Section 104(h)(1)(B) is limited
to situations where the firm disagrees with a Board determination
that criticisms or defects indentified in a previously issued
inspection report have not been satisfactorily addressed. It is not
an additional opportunity to seek review with respect to the
original criticisms or defects themselves. If a firm disagrees with
an original criticism or defect and wishes to request Commission
review, the firm should initiate that request in accordance with
Section 104(h)(1)(A) within 30 days of when the firm is originally
provided a copy of the final inspection report.
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     Any supporting documentation relevant to the review
including, but not limited to, any documents previously submitted to
the PCAOB that the firm wishes the Commission to consider.
    The rule directs the firm to provide a copy of its review request
to the PCAOB simultaneously with its submission to the Commission. This
is consistent with directions throughout the new rule for the firm and
the PCAOB to provide copies of the information they submit to the
Commission to the other party simultaneous with their submission to the
Commission to provide an opportunity for both parties to be informed of
each other's respective positions.
    With respect to interim reviews contemplated by Section
104(h)(1)(A) of the Act, PCAOB Rule 4008 is silent regarding whether a
final inspection report would be made public before an inspected firm
has an opportunity to review the final inspection report and determine
whether to request interim Commission review. In order to prevent the
release of any final report before the inspected firm has an
opportunity to seek Commission review, the new rule provides that the
PCAOB shall not make a final inspection report publicly available until
the firm that is the subject of the report has had 30 calendar days in
which to seek interim Commission review, unless the firm consents in
writing to earlier publication of the report. As noted above, this is
consistent with the provision in PCAOB Rule 4009 that delays
publication of unresolved quality control defects or criticisms for 30
calendar days in certain circumstances. New Rule 140 also provides for
a similar delay of publication with respect to the possibility of a
review request pursuant to Section 104(h)(1)(B) of the Act.
    We do not believe that matters potentially subject to interim
Commission review should be subject to publication, absent consent by
the firm, before the firm's time to seek that review has expired, and
we see no sufficient reason to vary this result based on whether review
would be pursuant to Section 104(h)(1)(A) of the Act or Section
104(h)(1)(B) of the Act.\19\ We understand this procedure may require
the PCAOB to adjust its processes to account for the 30-day period for
a firm to request review before initial publication of the final
inspection report. However, given the standard of review articulated
below with respect to the Commission's processing of such reviews, as
well as the fact that the Commission may decline to grant review
requests, we do not believe providing for an initial stay of the
publication of a final inspection report will result in needless delays
or routine appeals simply to delay publication.
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    \19\ In particular, we believe this approach is consistent with
Section 104(h) that an opportunity for interim Commission review is
meant to precede publication. Further, we believe this approach is
consistent with Section 104(g) of the Act, which provides that the
final inspection report will be made available to the public
``subject to'' the Section 104(h) review process, which itself is a
logical extension of the statutory requirement for the PCAOB to
provide for a procedure for review before publication in accordance
with Section 104(f) of the Act.
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    New Rule 140 also provides that a timely review request by a firm
will operate as an automatic stay of publication of the portions of the
final inspection report that are the subject of the firm's review
request (with respect to requests pursuant to Section 104(h)(1)(A) of
the Act) or the portions of the inspection report that deal with
criticism of or potential defects in the quality control systems of the
firm that are the subject of the firm's review request (with respect to
requests pursuant to Section 104(h)(1)(B) of the Act) unless the
Commission determines otherwise, in its own discretion.
    At the end of the 30-day review request period, the PCAOB shall
make publicly available any portions of the final inspection report
that are not the subject of the firm's review request (with respect to
Section 104(h)(1)(A) of the Act) or criticisms of or potential defects
in the quality control systems of the firm that are not the subject of
the firm's review request (with respect to Section 104(h)(1)(B) of the
Act), unless the Commission otherwise determines that such a result
would not be necessary or appropriate. This helps to ensure timely
publication of the portions of the report that are not

subject to review. Further, if the firm fails to make a timely review
request, the PCAOB shall make publicly available the final inspection
report (with respect to Section 104(h)(1)(A) of the Act) or the
portions of the inspection report that deal with criticism of or
potential defects in the quality control systems of the firm (with
respect to Section 104(h)(1)(B) of the Act).
    If a timely request for interim review with respect to an
inspection report is made, the Commission will notify the firm and the
PCAOB within 30 calendar days of the receipt of the request as to
whether the Commission in its discretion will grant the request for
interim review. We believe this provides an appropriate period of time
to evaluate the initial review request while balancing the interest in
timely publication of inspection determinations. In considering whether
to grant a review request, among the factors that the Commission may
consider are whether the review request makes a reasonable showing that
review is appropriate or otherwise presents a concern. We do not intend
to routinely grant review requests absent some indication of concern.
    If the Commission does not grant the review request, the stay of
publication is terminated upon notification to the firm and the PCAOB.
If the Commission notifies the firm and the PCAOB that the request for
interim review has been granted, the stay of publication shall continue
unless the Commission determines otherwise in its own discretion, or
unless the firm consents in writing to the PCAOB, with a copy to the
Commission to earlier publication.
    Rule 140 provides that where the Commission has notified the firm
and the PCAOB that it is granting the request for an interim review,
the PCAOB may submit responsive information or documents with the
Commission, with a copy to the firm, within 15 calendar days of receipt
of such notice. We believe this period of time should be reasonable
given that the PCAOB drafted the final inspection report and considered
the evidence for its decision.
    The Commission also may request additional information, and provide
a period of up to seven calendar days to respond to such request, from
the firm in question, the PCAOB, and any associated person of the firm.
The Commission may grant the firm or the PCAOB a period of up to seven
calendar days to respond to any information obtained. This period of
time is selected to balance the interest for an opportunity to respond
with the expediency needed to complete the review and, if applicable,
have the underlying findings or determinations published. Likewise, if
the firm or the PCAOB fails to respond timely to a request from the
Commission, such failure may make it impossible for the Commission to
complete its review and therefore could result in a determination
adverse to the non-responsive party.\20\
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    \20\ Such failure on the part of the firm would include the
failure of an ``associated person'' of a firm to respond.
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    The information provided by the firm, together with any additional
information provided by the PCAOB or associated persons, provides a
basis for Commission consideration of the review. Rule 140 provides
that, based on this information, the Commission shall consider whether
the PCAOB's assessments or determinations are arbitrary and capricious,
or otherwise not consistent with the purposes of the Act.
    Congress did not prescribe a standard of review for PCAOB
inspection reports in the Act. Therefore, in establishing this standard
of review, the Commission is informed by the approach that the courts
have generally taken in reviewing agency action in the absence of a
statutorily prescribed standard of review.\21\ Further, an arbitrary
and capricious standard of review creates an incentive for the firm to
fully address and pursue areas of concern in the inspection report with
the PCAOB, under its rules, prior to requesting review by the
Commission.
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    \21\ See Alaska Department of Environmental Conservation v.
Environmental Protection Agency, 540 U.S. 461, 496 (2004); see also
5 U.S.C. 706(2)(A) (Administrative Procedure Act). Also, we note
that this is the standard that the courts have utilized in reviewing
Commission actions. See, e.g., Natural Resources Defense Council,
Inc., et al. v. SEC, et al., 606 F.2d 1031, 1049 (DC Cir. 1979);
Bradford Nat'l Clearing Corp. et al. v. SEC, 590 F.2d 1085, 1093 (DC
Cir. 1978).
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    At the end of its review, the Commission shall inform the firm
seeking review and the PCAOB in writing that the Commission:
    (1) Does not object to all or part of the PCAOB's assessments or
determination and the stay of publication is terminated; or
    (2) Remands to the PCAOB with instructions that the stay of
publication is permanent or that the PCAOB take such other actions as
the Commission deems necessary or appropriate with respect to
publication, including, but not limited to, revising the final
inspection report or determinations before publication.
    To further encourage expediency in the review process, the rule
provides that the review is to be completed and written notice provided
to the firm and the PCAOB no more than 75 calendar days after
notification to the firm and the PCAOB that the Commission is granting
the request for an interim review, unless the Commission extends the
period of review for good cause. The default 75-day period allows for
the maximum 15-day period in the rule for the PCAOB to respond, an
opportunity for the Commission to determine if additional information
is needed, the ability, if appropriate, to have at least one request
for additional information and an opportunity for the other party to
respond (up to seven days under the rule each), and an opportunity for
the Commission to review and complete the request.
    Consistent with the purpose of providing an opportunity for review
before public disclosure of all or a portion of an inspection report by
the PCAOB, Rule 140 provides that, unless otherwise determined by the
Commission, the decision to grant or deny a review request and the
results of the Commission's review shall be non-public, and the
information or documents submitted, created, or obtained by the
Commission or its staff in the course of the review shall be deemed
non-public.\22\ Further Section 104(h)(2) provides that any decision of
the Commission with respect to interim review under Section 104(h) is
not subject to judicial review.\23\ Finally, again consistent with the
limited purposes of review under Section 104(h), any action taken by
the Commission relates solely to the publication of the relevant
inspection report and does not imply that the firm is exonerated or
that no action may ultimately result from the inspection or from an
investigation by the Commission, the PCAOB, or any other party.
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    \22\ See also Section 105(b)(5) of the Act. Rule 140 also
provides that nothing shall be construed to impair or limit the
ability of any party to request confidential treatment under the
Freedom of Information Act [15 U.S.C. 7215(b)(5)], or any other
applicable law. Applicants may wish to consider whether seeking
confidential treatment would be appropriate.
    \23\ 15 U.S.C. 7214(h)(2).
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D. Regulation P

    The Commission is establishing a separate subpart in the
Commission's Informal and Other Procedures--Regulation P--to include
procedural rules relating to the PCAOB in one central location. The
intention is to designate Rules in Regulation P according to the
Section of the Act to which they primarily relate. As such, the
procedural rule regarding interim

inspection report reviews, which relates primarily to Section 104 of
the Act, is being designated as Rule 140. In addition, the Commission
is redesignating its existing procedural rule relating to the PCAOB
budget process from Rule 11 to Rule 190 given the process relates
primarily to Section 109 of the Act.

E. Delegation of Authority

    In connection with adopting Rule 140, the Commission also is
adopting Rule 30-11 of our Rules of Organization and Program Management
to delegate authority to the Commission's Chief Accountant to process
interim reviews subject to Rule 140. Among other matters, the Chief
Accountant is delegated authority to grant or deny requests for interim
review, to extend the time periods for the PCAOB or the firm to respond
under the rule, to request additional information in conjunction with
the review, to make a determination with respect to the review, and to
notify the PCAOB and the firm of the results of the review. This
delegation of authority is intended to conserve Commission resources by
permitting the Chief Accountant to fulfill the Commission's review
requirements in a timely manner. Nevertheless, the staff may submit
matters to the Commission for consideration, as it deems
appropriate.\24\ Further, we expect that the Commission staff will
process interim Commission reviews with respect to inspection reports
as efficiently and expeditiously as possible to avoid any unnecessary
delay in making the inspection report available to the public, as
required by the Act.
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    \24\ The Commission may also review any action taken by
delegated authority. See Section 4A(b) of the Exchange Act. The
Commission is revising its Rules of Practice to reflect this new
delegation of authority to the Chief Accountant. Consistent with
Section 104(h)(2), the Commission is also revising its Rules of
Practice to provide that actions taken by delegated authority with
respect to Rule 140 are not subject to judicial review.
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II. Administrative Procedure Act, Regulatory Flexibility Act, and
Paperwork Reduction Act

    The Commission finds, in accordance with Section 553(b)(3)(A) of
the Administrative Procedure Act (``APA''),\25\ that this revision
relates solely to agency organization, procedure, or practice. It is,
therefore, not subject to the provisions of the APA requiring notice
and opportunity for public comment.\26\ The Regulatory Flexibility
Act,\27\ therefore, does not apply. Similarly, because these rules
relate to ``agency organization, procedure or practice that does not
substantially affect the rights or obligations of non-agency parties,''
analysis of major status under the Small Business Regulatory
Enforcement Fairness Act is not required.\28\ The rules do not contain
any collection of information requirements as defined by the Paperwork
Reduction Act of 1995, as amended.\29\
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    \25\ 5 U.S.C. 553(b)(3)(A).
    \26\ In addition, we intend to apply these procedures to pending
applications, without further delay.
    \27\ 5 U.S.C. 601 et seq.
    \28\ 5 U.S.C. 804(3)(C).
    \29\ 44 U.S.C. 3501 et seq.
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    The Commission intends, after the Commission's initial experience
under the new procedures, to issue a notice of comment in the future so
the Commission can consider any such comments, along with the
Commission's initial experience, in order to determine whether changes
in pursuit of enhancements or efficiencies would be warranted.

III. Consideration of the Costs and Benefits of the Rule Amendments

    We are sensitive to the costs and benefits imposed by our rules and
amendments, and we have identified certain costs and benefits of these
rules.
    The potential benefits of the rule amendments include clarification
and increased transparency of the Commission's review and oversight
procedures with respect to the PCAOB \30\ and the interim review
procedures set forth in Rule 140, and the benefits of process: Notice,
opportunity to be heard, efficiency, and fairness. Rule 140 establishes
a set of procedures for registered public accounting firms to follow in
requesting interim Commission review with respect to a PCAOB inspection
report, as required by the Act. The rule benefits inspected firms by
informing them of the procedures to follow in initiating the review
process and obtaining Commission review with respect to inspection
findings and determinations with which they disagree. Commission review
with respect to the PCAOB's inspection reports would allow the
Commission to protect the public interest in the quality of PCAOB
reports. It could provide a further incentive for the PCAOB to exercise
diligence in its inspection and remedial determination process,
including encouraging the PCAOB to make determinations on the basis of
reasoned support and sound analysis. The review procedure also benefits
inspected firms by protecting against publication of inspection
findings that the Commission ultimately may remand to the PCAOB for
reconsideration.
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    \30\ In addition, organizing Commission procedural rules
relating to the PCAOB in one subpart also will make locating such
rules easier.
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    There also are potential costs of the rule. Firms involved in
Commission review proceedings may incur additional costs beyond those
already incurred in complying with PCAOB procedures for seeking review
of the inspection report's findings at the PCAOB level. However, a
request for interim review of a PCAOB inspection report by the
Commission is optional. Thus, a registered public accounting firm would
incur these costs only if it expected the benefits from the review
process to justify the costs.
    The PCAOB also may incur additional costs as a result of the rule
amendments, for example by adjusting its inspection process in
anticipation of review requests and providing information to the
Commission, especially at the Commission's request. The imposition of
additional costs, beyond those already incurred by the PCAOB, could
lead to higher accounting support fees assessed against issuers to
cover the PCAOB's recoverable budget expenditure. To the extent the
PCAOB has been publishing inspection reports before it has been
feasible for firms to request interim review of findings, the public
may experience a delay in publication from existing practice. However,
to the extent those reports have included findings that would be
remanded under Rule 140, providing an opportunity for those findings to
be corrected may increase public confidence in the findings, including
that the findings would not be further subject to change upon
publication.

IV. Consideration of Impact on the Economy, Burden on Competition and
Promotion of Efficiency, Competition and Capital Formation

    Section 23(a)(2) of the Exchange Act requires us, when adopting
rules under the Exchange Act, to consider the impact on competition of
any rule we adopt. The rule amendments are intended to provide
additional guidance with respect to the Commission's oversight
responsibilities under Sections 104 and 107 of the Sarbanes-Oxley Act.
The rule amendments provide procedures for requesting Commission review
with respect to inspection reports issued by the PCAOB.
    Section 3(f) of the Securities Exchange Act of 1934 \31\ requires
us, when engaging in rulemaking that requires us to consider or
determine whether an

action is necessary or in the public interest, to consider, in addition
to the protection of investors, whether the action will promote
competition and capital formation. We are not aware of any effect the
rule amendments will have on competition, and capital formation. They
are designed to enhance the transparency of the Commission's and the
PCAOB's administrative practices, by facilitating the public's
understanding of the Commission's oversight responsibilities with
respect to PCAOB, and by promoting public confidence in the PCAOB's
auditor oversight functions. The amendments may increase the efficiency
of the PCAOB inspection process. Rule 140, which sets forth the
administrative procedures relating to the Commission's review with
respect to PCAOB inspection reports, applies to all registered public
accounting firms that seek administrative review by the Commission.
Therefore, the Commission does not expect the rules to have an anti-
competitive effect.
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    \31\ 15 U.S.C. 78c(f).
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V. Statutory Basis and Text of Rules

    The Commission is amending its Informal and Other Procedures under
the authority set forth in Sections 3, 101(c)(5), 104, and 107 of the
Act; and Sections 4A and 23 of the Exchange Act. The amendments to the
Commission's Rules of Organization and Program Management and Rules of
Practice are adopted pursuant to the authorities set forth therein.

List of Subjects

17 CFR Part 200

    Administrative practice and procedure, Authority delegations
(Government agencies), Organization and functions (Government
agencies).

17 CFR Part 201

    Administrative practice and procedure.

17 CFR Part 202

    Administrative practice and procedure, Securities.

Text of Amendments

0
For the reasons set out in the preamble, Title 17, Chapter II of the
Code of Federal Regulations is amended as follows:

PART 200--ORGANIZATION; CONDUCT AND ETHICS; AND INFORMATION AND
REQUESTS

0
1. The general authority citation for part 200 is revised to read as
follows:

    Authority: 15 U.S.C. 77o, 77s, 77sss, 78d, 78d-1, 78d-2, 78w,
78ll(d), 78mm, 80a-37, 80b-11, and 7201 et seq., unless otherwise
noted.
* * * * *

0
2. Add Sec.  200.30-11 to read as follows:

Sec.  200.30-11  Delegation of authority to the Chief Accountant.

    Pursuant to the provisions of Pub. L. 101-181, 101 Stat. 1254, 1255
(15 U.S.C. 78d-1, 78d-2), the Securities and Exchange Commission hereby
delegates, until the Commission orders otherwise, the following
functions to the Chief Accountant of the Commission, to be performed by
him or her or under his or her direction by such person or persons as
may be designated from time to time by the Chairman of the Commission:
    (a) In connection with Commission review of inspection reports of
the Public Company Accounting Oversight Board (``PCAOB'') under 15
U.S.C. 7214(h) and Sec.  202.140:
    (1) To grant or deny review requests and notify the firm and the
PCAOB as to whether the Commission will grant the review request under
Sec.  202.140(d);
    (2) To extend the time periods set forth in Sec.  202.140(e) within
which the PCAOB, registered public accounting firm or an associated
person may submit responsive information and documents in connection
with a request for Commission review.
    (3) To request additional information pursuant to Sec.  202.140(e)
relating to the PCAOB's assessments or determination under review from
the PCAOB, the registered public accounting firm, or any associated
person of the firm during the course of an interim review of an
inspection report, and to grant the PCAOB, the firm or any associated
person a period of up to seven calendar days to respond to any
information obtained.
    (4) To consider requests for review of inspection reports and,
based on such review, to not object to all or part of the assessments
or determination of the PCAOB and terminate the stay of publication, or
to remand to the PCAOB with instructions that the stay of publication
is permanent or that the PCAOB take such other actions as he or she
deems necessary or appropriate with respect to publication, including,
but not limited to, revising the final inspection report or
determinations before publication, and to provide the written notice
communicating the same to the PCAOB and the registered public
accounting firm, consistent with Sec.  202.140.
    (5) To determine that a timely review request by a firm will not
operate as a stay of publication of those portions of the final
inspection report or determinations described in Sec.  202.140(b) that
are the subject of the firm's review request pursuant to Sec.
202.140(c)(5), as well as to determine that publication of the
remainder of the final inspection report or criticisms or defects in
the quality control systems would not be necessary or appropriate
pursuant to Sec.  202.140(c)(5).
    (6) To, in the event the Commission does grant a review request
pursuant to Sec.  202.140, determine that the stay of publication shall
not continue pursuant to Sec.  202.140(d).
    (7) To, in the event that the review pursuant to Sec.  202.140(e)
has not been completed and a written notice has not been sent 75
calendar days after notification to the firm and the PCAOB that it is
granting the request for an interim review, grant an extension of time
under the authority set forth in Sec.  202.140(e).
    (b) Notwithstanding anything in the foregoing, in any case in which
the Chief Accountant believes it appropriate, he or she may submit the
matter to the Commission.

PART 201--RULES OF PRACTICE

0
3. The authority citation for part 201 continues to read as follows:

    Authority: 15 U.S.C. 77s, 77sss, 78w, 78x, 79t, 80a-37 and 80b-
11; 5 U.S.C. 504(c)(1).
* * * * *

0
4. Section 201.430 is amended by adding a sentence to the end of
paragraph (c) to read as follows:

Sec.  201.430  Appeal of actions made pursuant to delegated authority.

* * * * *
    (c) * * * Pursuant to 15 U.S.C. 7214(h)(2), any decision by the
Commission pursuant to 200.30-11 shall not be reviewable under 15
U.S.C. 78y and shall not be deemed `final agency action' for purposes
of 5 U.S.C. 704.

PART 202--INFORMAL AND OTHER PROCEDURES

0
5. The general authority citation for part 202 is revised to read as
follows:

    Authority: 15 U.S.C. 77s, 77t, 78d-1, 78u, 78w, 78ll(d), 79r,
79t, 77sss, 77uuu, 80a-37, 80a-41, 80b-9, 80b-11, and 7201 et seq.,
unless otherwise noted.
* * * * *

0
6. Add subpart A to part 202 after Sec.  202.12 to read as follows:

Subpart A--Public Company Accounting Oversight Board (Regulation P)

Sec.  202.140  Interim Commission review of PCAOB inspection reports.

    (a) Definitions.
    (1) Board or PCAOB means the Public Company Accounting Oversight
Board.
    (2) Registered public accounting firm or Firm shall have the
meaning set forth in 15 U.S.C. 7201(a)(12).
    (3) Associated person means a person associated with the registered
public accounting firm as defined in 15 U.S.C. 7201(a)(9).
    (b) Reviewable matters. A registered public accounting firm may
request interim Commission review of an assessment or determination by
the PCAOB contained in an inspection report prepared under 15 U.S.C.
7214 and relating to that firm, if the firm:
    (1) Has provided the PCAOB with a response, pursuant to the rules
of the PCAOB, to the substance of particular items in a draft
inspection report and disagrees with the assessments relating to those
items contained in any final inspection report prepared by the PCAOB
following such response;
    (2) Disagrees with an assessment contained in any final inspection
report that was not contained in the draft inspection report provided
to the firm under 15 U.S.C. 7214(f) or the rules of the PCAOB; or
    (3) Disagrees with the determination of the PCAOB that criticisms
or defects in the quality control systems of the firm that were
identified in an inspection report, but not disclosed to the public,
have not been addressed to the satisfaction of the PCAOB within 12
months after the date of that inspection report.
    (c) Procedures for requesting interim Commission review.
    (1) A request for interim Commission review with respect to matters
described in paragraph (b) of this section must be submitted to the
Commission's Office of the Secretary within 30 calendar days of the
following:
    (i) The date the firm is provided a copy of the final inspection
report described in paragraph (b)(1) or (b)(2) of this section; or
    (ii) The date the firm receives notice of the PCAOB's determination
described in paragraph (b)(3) of this section.
    (2) The PCAOB shall not make publicly available the final
inspection report or criticisms or defects in the quality control
systems of the firm subject to a determination described in paragraph
(b) of this section, as applicable, during the 30-day period during
which the firm may request interim Commission review, unless the firm
consents in writing to earlier publication of the report.
    (3) A request for interim Commission review (``request'' or
``submission'') must be marked ``Request for Interim Commission Review
With Respect to PCAOB Inspection Report.'' The request must focus on
the specific matters for which relief is requested and succinctly
address the issues raised by the PCAOB. The request, to the extent
possible, should include, for example:
    (i) A copy of the particular inspection report that is the subject
of the request;
    (ii) The specific assessments or determinations that are the
subject of the request;
    (iii) The alleged errors or deficiencies in the PCAOB's assessments
or determination and the reasons for the firm's position;
    (iv) If the matter is being reviewed under paragraph (b)(3) of this
section, any actions taken by the registered public accounting firm to
address criticisms or defects identified in the inspection report; and
    (v) Any supporting documentation relevant to the review.
    (4) The firm must provide a copy of its review request to the PCAOB
simultaneously with its submission to the Commission.
    (5) A timely review request by a firm will operate as a stay of
publication of those portions of the final inspection report or
criticisms or defects in the quality control systems of the firm
subject to a determination described in paragraph (b) of this section,
as applicable, that are the subject of the firm's review request,
unless the Commission otherwise determines in its own discretion. Upon
expiration of the 30-day period during which the firm may request
interim Commission review, the PCAOB shall make publicly available the
remainder of the final inspection report or criticisms or defects in
the quality control systems of the firm that were indentified in an
inspection report, as applicable, that are not the subject of the
firm's review request, unless the Commission otherwise determines that
such a result would not be necessary or appropriate.
    (6) If the firm fails to make a timely review request, pursuant to
Section 104(g)(2) of the Act, the PCAOB shall make publicly available
the final inspection report or criticisms or defects in the quality
control systems of the firm that were indentified in an inspection
report, as applicable.
    (d) Procedures for granting or denying the review request. Within
30 calendar days of a timely review request, the Commission will notify
the firm and the PCAOB as to whether the Commission will exercise its
discretion to grant the request for an interim review. If the
Commission does not grant the review request, the stay of publication
is terminated upon notification to the firm and the PCAOB. If the
Commission does grant the review request, the stay of publication shall
continue unless the Commission determines otherwise in its own
discretion, or unless the firm consents in writing to the PCAOB, with a
copy to the Commission, to earlier publication.
    (e) Procedures where a review request has been granted.
    (1) Where the Commission has notified the firm and the PCAOB that
it is granting the request for an interim review, the PCAOB may submit
responsive information and documents with the Commission within 15
calendar days of receipt of such notice. The PCAOB must provide a copy
of such information and documents simultaneously to the firm.
    (2) During the course of the interim review, the Commission may
request additional information relating to the PCAOB's assessments or
determination under review, and provide a period of up to seven
calendar days to respond to such request, from the PCAOB, the firm, and
any associated person of the firm. The Commission may grant the firm or
the PCAOB a period of up to seven calendar days to respond to any
information obtained pursuant to this paragraph. The firm or the PCAOB,
as applicable, shall provide simultaneously to the other party all
information provided as a result of a request for additional
information or responses thereto. The firm with which any associated
person from whom information is requested shall provide simultaneously
to the PCAOB all information provided as a result of a request for
additional information or responses thereto. If the firm (including any
associated person) or the PCAOB fails to respond timely to a request
from the Commission, such failure may serve as the basis for the
Commission to conclude its review and make a determination adverse to
the non-responsive party.
    (3) The Commission, based on the information submitted by the firm,
the PCAOB and any associated persons, shall consider whether the
PCAOB's assessments or determination are arbitrary and capricious, or
otherwise not consistent with the purposes of the Act.
    (4) At the conclusion of its review, the Commission shall inform
the firm and the PCAOB in writing that the Commission:

    (i) Does not object to all or part of the assessments or
determination of the PCAOB and the stay of publication is terminated;
or
    (ii) Remands to the PCAOB with instructions that the stay of
publication is permanent or that the PCAOB take such other actions as
the Commission deems necessary or appropriate with respect to
publication, including, but not limited to, revising the final
inspection report or determinations before publication.
    (5) The review pursuant to this section shall be completed and a
written notice pursuant to this section shall be sent no more than 75
calendar days after notification to the firm and the PCAOB that the
Commission is granting the request for an interim review, unless the
Commission extends the period for good cause.
    (f) Treatment of review.
    (1) Time periods in this section shall be computed as provided in
the Commission's Rules of Practice, 17 CFR 201.160.
    (2) Unless otherwise determined by the Commission, the decision to
grant or deny a review request and the conclusions of the Commission's
review shall be non-public, and the information or documents submitted,
created, or obtained by the Commission or its staff in the course of
the review shall be deemed non-public. Nothing in this rule shall be
construed to impair or limit the ability of any party to request
confidential treatment under the Freedom of Information Act, 15 U.S.C.
7215(b)(5), or any other applicable law.
    (3) Pursuant to 15 U.S.C. 7214(h)(2), any decision of the
Commission as a result of an interim review with respect to a PCAOB
inspection report, including whether a request for review is granted or
denied, shall not be reviewable under 15 U.S.C. 78y and shall not be
deemed to be ``final agency action'' for purposes of 5 U.S.C. 704.
    (4) Any action taken by the Commission relates solely to the
publication of the relevant inspection report and does not affect the
ability of the Commission or PCAOB to take appropriate action.
    (g) Designation of address; Representation.
    (1) When a registered public accounting firm first submits a
request for interim Commission review, or an associated person first
submits information related to a request, the firm or associated person
shall submit to the Commission, and keep current, an address at which
any notice or other written communication furnished to the firm or
associated person may be sent, a contact name and telephone number
where the firm or associated person may be reached during business
hours and, if represented, the representative's name, business address,
and telephone number.
    (2) If the firm, PCAOB, or associated person will be represented by
a representative, the initial submission of that person shall be
accompanied by the notice of appearance required by Sec.  201.102(d).
The other provisions of Sec.  201.102 with respect to representation
before the Commission shall apply.

Sec.  202.11  [Redesignated as Sec.  202.190]

0
7. Redesignate Sec.  202.11 as Sec.  202.190 under Subpart A.

    Dated: July 26, 2010.

    By the Commission.
Elizabeth M. Murphy,
Secretary.
[FR Doc. 2010-18860 Filed 8-5-10; 8:45 am]
BILLING CODE 8010-01-P


[Federal Register: March 14, 2008 (Volume 73, Number 51)]
[Notices]
[Page 13879-13880]
[DOCID:fr14mr08-52]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

Combined Notice of Filings 1

March 10, 2008
    Take notice that the Commission has received the following Natural
Gas Pipeline Rate and Refund Report filings:
    Docket Numbers: RP08-70-001
    Applicants: Discovery Gas Transmission LLC
    Description: Discovery Gas Transmission LLC submits Thirteenth
Revised Sheet 20 et al to its FERC Gas Tariff, Volume 1, to be
effective as of January 1, 2008.
    Filed Date: 03/06/2008
    Accession Number: 20080307-0132
    Comment Date: 5 p.m. Eastern Time on Tuesday, March 18, 2008

    Docket Numbers: RP08-262-000
    Applicants: Northern Natural Gas Company
    Description: Northern Natural Gas Company submits Fifth Revised
Volume 1, Original Sheet 66E of its FERC Gas Tariff, proposed to
effective on April 7, 2008.
    Filed Date: 03/07/2008
    Accession Number: 20080307-0128
    Comment Date: 5 p.m. Eastern Time on Wednesday, March 19, 2008

    Docket Numbers: RP08-263-000
    Applicants: Iroquois Gas Transmission System, L.P.
    Description: Iroquois Gas Transmission System, LP submits Fourth
Revised Sheet 8 to its FERC Gas Tariff, First Revised Volume 1,
proposed to be effective April 7, 2008.
    Filed Date: 03/07/2008

    Accession Number: 20080307-0131
    Comment Date: 5 p.m. Eastern Time on Wednesday, March 19, 2008

    Docket Numbers: RP08-264-000
    Applicants: Colorado Interstate Gas Company
    Description: Colorado Interstate Gas Company request an out-of -
time adjustment to its storage fuel gas reimbursement percentage and
tenders for filing acceptance by the Commission Fiftieth Revised Sheet
11A of CIG'S FERC, First Revised Volume 1 etc, to be effective May 1,
2008.
    Filed Date: 03/06/2008
    Accession Number: 20080307-0130
    Comment Date: 5 p.m. Eastern Time on Tuesday, March 18, 2008

    Docket Numbers: RP08-265-000
    Applicants: Destin Pipeline Company, L.L.C.
    Description: Destin Pipeline Company, LLC submits Second Revised
Sheet 16 et al of its FERC Gas Tariff, Original Volume 1 and original
revised tariff sheets proposed to become effective April 6, 2008.
    Filed Date: 03/07/2008
    Accession Number: 20080307-0129
    Comment Date: 5 p.m. Eastern Time on Wednesday, March 19, 2008

    Docket Numbers: RP08-266-000
    Applicants: Columbia Gulf Transmission Company
    Description: Columbia Gulf Transmission Company submits Eighth
Revised Sheet 1 et al to its FERC Gas Tariff, Second Revised Volume 1,
with a proposed effective date of August, 1, 2008.
    Filed Date: 03/07/2008
    Accession Number: 20080307-0127
    Comment Date: 5 p.m. Eastern Time on Wednesday, March 19, 2008
    Any person desiring to intervene or to protest in any of the above
proceedings must file in accordance with Rules 211 and 214 of the
Commission's Rules of Practice and Procedure (18 CFR 385.211 and
385.214) on or before 5:00 p.m. Eastern time on the specified comment
date. It is not necessary to separately intervene again in a subdocket
related to a compliance filing if you have previously intervened in the
same docket. Protests will be considered by the Commission in
determining the appropriate action to be taken, but will not serve to
make protestants parties to the proceeding. Anyone filing a motion to
intervene or protest must serve a copy of that document on the
Applicant. In reference to filings initiating a new proceeding,
interventions or protests submitted on or before the comment deadline
need not be served on persons other than the Applicant.
    The Commission encourages electronic submission of protests and
interventions in lieu of paper, using the FERC Online links at http://
www.ferc.gov. To facilitate electronic service, persons with Internet
access who will eFile a document and/or be listed as a contact for an
intervenor must create and validate an eRegistration account using the
eRegistration link. Select the eFiling link to log on and submit the
intervention or protests.
    Persons unable to file electronically should submit an original and
14 copies of the intervention or protest to the Federal Energy
Regulatory Commission, 888 First St., NE., Washington, DC 20426.
    The filings in the above proceedings are accessible in the
Commission's eLibrary system by clicking on the appropriate link in the
above list. They are also available for review in the Commission's
Public Reference Room in Washington, DC. There is an eSubscription link
on the web site that enables subscribers to receive email notification
when a document is added to a subscribed dockets(s). For assistance
with any FERC Online service, please email<EMAIL_ADDRESS>
or call<PHONE_NUMBER> (toll free). For TTY, call<PHONE_NUMBER>.

Nathaniel J. Davis, Sr.,
Deputy Secretary.
 [FR Doc. E8-5152 Filed 3-13-08; 8:45 am]

BILLING CODE 6717-01-P


[Federal Register: March 8, 2006 (Volume 71, Number 45)]
[Notices]
[Page 11605]
[DOCID:fr08mr06-64]

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DEPARTMENT OF ENERGY

Federal Energy Regulatory Commission

[Docket No. CP06-9-000]

Florida Gas Transmission Company; Notice of Availability of the
Environmental Assessment for the Proposed SR 91 Widening Project

March 1, 2006.
    The staff of the Federal Energy Regulatory Commission (FERC or
Commission) has prepared an environmental assessment (EA) on the
natural gas pipeline facilities proposed by Florida Gas Transmission
Company (FGT) in the above-referenced docket.
    The EA was prepared to satisfy the requirements of the National
Environmental Policy Act. The staff concludes that approval of the
proposed project, with appropriate mitigating measures, would not
constitute a major Federal action significantly affecting the quality
of the human environment.
    The EA assesses the potential environmental effects of the
relocation, construction and abandonment of 11.15 miles of 36-inch-
diameter pipeline and associated facilities in Broward County, Florida.
    FGT indicates that the proposed facilities would accommodate the
impending SR 91 highway relocation, enable it to provide an
uninterrupted flow of natural gas to its existing customers and improve
its natural gas transportation system.
    The EA has been placed in the public files of the FERC. A limited
number of copies of the EA are available for distribution and public
inspection at: Federal Energy Regulatory Commission, Public Reference
Room, 888 First Street, NE., Room 2A, Washington, DC 20426, (202) 502-
8371.
    Copies of the EA have been mailed to those individuals and entities
which requested to be informed about the project during our initial
comment period as described in the Notice of Intent to Prepare an
Environmental Assessment for the Proposed SR 91 Widening Project and
Request for Comments on Environmental Issues (NOI) on June 16, 2005.
    Any person wishing to comment on the EA may do so. To ensure
consideration prior to a Commission decision on the proposal, it is
important that we receive your comments before the date specified
below. Please carefully follow these instructions to ensure that your
comments are received in time and properly recorded:
     Send an original and two copies of your comments to:
Magalie R. Salas, Secretary, Federal Energy Regulatory Commission, 888
First St., NE., Room 1A, Washington, DC 20426;
     Label one copy of the comments for the attention of the
Gas Branch 2, PJ-11.2;
     Reference Docket No. CP06-9-000; and
     Mail your comments so that they will be received in
Washington, DC on or before March 31, 2006.
    Please note that we are continuing to experience delays in mail
deliveries from the U.S. Postal Service. As a result, we will include
all comments that we receive within a reasonable time frame in our
environmental analysis of this project. However, the Commission
strongly encourages electronic filing of any comments or interventions
or protests to this proceeding. See 18 CFR 385.2001(a)(1)(iii) and the
instructions on the Commission's Web site at http://www.ferc.gov under

the ``e-Filing'' link and the link to the User's Guide. Before you can
file comments you will need to create a free account which can be
created by clicking on ``Sign-up.''
    Comments will be considered by the Commission but will not serve to
make the commentor a party to the proceeding. Any person seeking to
become a party to the proceeding must file a motion to intervene
pursuant to Rule 214 of the Commission's Rules of Practice and
Procedures (18 CFR 385.214).\1\ Only intervenors have the right to seek
rehearing of the Commission's decision.
---------------------------------------------------------------------------

    \1\ Interventions may also be filed electronically via the
Internet in lieu of paper. See the previous discussion on filing
comments electronically.
---------------------------------------------------------------------------

    Affected landowners and parties with environmental concerns may be
granted intervenor status upon showing good cause by stating that they
have a clear and direct interest in this proceeding which would not be
adequately represented by any other parties. You do not need intervenor
status to have your comments considered.
    Additional information about the project is available from the
Commission's Office of External Affairs, at 1-866-208-FERC or on the
FERC Internet Web site (http://www.ferc.gov) using the eLibrary link.

Click on the eLibrary link, click on ``General Search'' and enter the
docket number excluding the last three digits in the Docket Number
field. Be sure you have selected an appropriate date range. For
assistance, please contact FERC Online Support at
<EMAIL_ADDRESS>or toll free at 1-866-208-3676, or for TTY,

contact<PHONE_NUMBER>. The eLibrary link also provides access to the
texts of formal documents issued by the Commission, such as orders,
notices, and rulemakings.
    In addition, the Commission now offers a free service called
eSubscription which allows you to keep track of all formal issuances
and submittals in specific dockets. This can reduce the amount of time
you spend researching proceedings by automatically providing you with
notification of these filings, document summaries and direct links to
the documents. Go to http://www.ferc.gov/esubscribenow.htm.

Magalie R. Salas,
Secretary.
[FR Doc. E6-3215 Filed 3-7-06; 8:45 am]

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