02-29310. Sunshine Act Meetings

Federal Register Citation of Previous Announcement:

(67 FR 68702, November 12, 2002).

Status:

Closed meeting.

Place:

450 Fifth Street, NW., Washington, DC.

Announcement of Meetings:

Additional meetings.

The Securities and Exchange Commission held a closed meeting on Tuesday, November 12, 2002. The subject matter of that meeting was a regulatory matter bearing enforcement implications.

The Commission will hold an open meeting on Tuesday, November 19, 2002, at 2 p.m., in Room 1C30, the William O. Douglas Room.

Commissioner Glassman, as duty officer, determined that no earlier notice thereof was possible.

The Commission will also hold a closed meeting on Wednesday, November 20, 2002, at 10 a.m.

Commissioners, Counsel to the Commissioners, the Secretary to the Commission, and recording secretaries will attend the closed meetings. Certain staff members who have an interest in the matters may also be present.

The General Counsel of the Commission, or his designee, has certified that, in his opinion, one or more of the exemptions set forth in 5 U.S.C. 552b(c)(5), (7), (9)(A), (9)(B), and (10) and 17 CFR 200.402(a)(5), (7), 9(i), 9(ii) and (10), permit consideration of the scheduled matters at the closed meetings.

The subject matter of the open meeting scheduled for Tuesday, November 19, 2002, at 2 p.m., will be:

1. The Commission will consider whether to propose amendments to implement section 802 of the Sarbanes-Oxley Act of 2002. These proposed rules would specify the information that must be retained by auditors for a five-year period subsequent to the completion of an audit or review of a registrant's financial statements. In particular, the proposed rules would specify that auditors should retain workpapers and other documents that form the basis of the audit or review and memoranda, correspondence, communications, other documents, and records (including electronic records), which are created, sent or received in connection with the audit or review and contain conclusions, opinions, analyses, or financial data related to the audit or review.

2. The Commission will consider proposing amendments to its existing requirements regarding auditor independence to enhance the independence of accountants that audit and review financial statements and prepare attestation reports filed with the Commission. As directed by section 208(a) of the Sarbanes-Oxley Act of 2002, the Commission is considering proposing rules to:

• Revise its regulations related to the non-audit services that, if provided to an audit client, would impair an accounting firm's independence;
• Require that an issuer's audit committee pre-approve all audit and non-audit services provided to the issuer by the auditor of an issuer's financial statements;
• Prohibit partners on the audit engagement team from providing audit services to the issuer for more than five consecutive years;
• Prohibit an accounting firm from auditing an issuer's financial statements if certain members of management of that issuer had been members of the accounting firm's audit engagement team within the one-year period preceding the commencement of audit procedures;
• Require that the auditor of an issuer's financial statements report certain matters to the issuer's audit committee, including “critical” accounting policies used by the issuer; and
• Require disclosures to investors of information related to the audit and non-audit services provided by, and fees paid by the issuer to, the auditor of the issuer's financial statements.

In addition, under the proposed rules to be considered by the Commission, an accountant would not be independent from an audit client if any partner, principal or shareholder of the accounting firm who is a member of the engagement team received compensation based directly on any service provided or sold to that client other than audit, review and attest services.

3. The Commission will consider a recommendation to issue jointly, with the Department of the Treasury and the Board of Governors of the Federal Reserve System, a report to Congress on applying the anti-money laundering requirements of the Bank Secrecy Act to investment companies, as required by section 356(c) of the USA Patriot Act. The proposed report recommends regulations to apply the requirements of the Bank Secrecy Act to investment companies, including certain unregistered investment companies.

The subject matter of the closed meeting scheduled for Wednesday, November 20, 2002, at 10 a.m., will be:

Formal orders of investigation;

Institution and settlement of injunctive actions; and

Institution and settlement of administrative proceedings of an enforcement nature.

At times, changes in Commission priorities require alterations in the scheduling of meeting items. For further information and to ascertain what, if any, matters have been added, deleted or postponed, please contact: The Office of the Secretary at [phone].

Dated: November 13, 2002.

Jonathan G. Katz,

Secretary.