[Federal Register Volume 69, Number 244 (Tuesday, December 21, 2004)]
[Notices]
[Pages 76498-76499]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 04-27862]


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SECURITIES AND EXCHANGE COMMISSION

[Release Nos. 33-8514; 34-50864; File No. 265-23]


Advisory Committee on Smaller Public Companies

AGENCY: Securities and Exchange Commission.

ACTION: Notice of establishment of the Advisory Committee on Smaller 
Public Companies.

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SUMMARY: The Chairman of the Securities and Exchange Commission 
(``Commission''), with the concurrence of the other Commissioners, 
intends to establish the Securities and Exchange Commission Advisory 
Committee on Smaller Public Companies to assist the Commission in 
evaluating the current securities regulatory system relating to 
disclosure, financial reporting, internal controls, and offering 
exemptions for smaller public companies.

FOR FURTHER INFORMATION CONTACT: Gerald J. Laporte, Chief, or Kevin M. 
O'Neill, Special Counsel, at (202) 942-2950, Office of Small Business 
Policy, Division of Corporation Finance, Securities and Exchange 
Commission, 450 Fifth Street, NW., Washington, DC 20549-0310.

SUPPLEMENTARY INFORMATION: In accordance with the requirements of the 
Federal Advisory Committee Act, 5 U.S.C. App. 1, the Securities and 
Exchange Commission (``Commission'') is publishing this notice that the 
Chairman of the Commission, with the concurrence of the other 
Commissioners, intends to establish the Securities and Exchange 
Commission Advisory Committee on Smaller Public Companies (the 
``Committee''). The Committee's objective is to assess the impact of 
the current regulatory system for smaller companies under the 
securities laws of the United States and make recommendations for 
changes.
    To achieve the Committee's goals, between 11 and 21 members will be 
appointed who can represent effectively the varied interests affected 
by the range of issues to be considered. The Committee's membership may 
include officers and directors of smaller companies; accountants, 
lawyers and other professional service providers to smaller companies; 
regulators; investors; and members of the public at large. The 
Committee's membership will be fairly balanced in terms of the points 
of view represented and the functions to be performed.
    The Committee may be established 15 days after publication of this 
notice in the Federal Register by filing a charter for the Committee 
complying with the Federal Advisory Committee Act with the Committee on 
Banking, Housing, and Urban Affairs of the United States Senate and the 
Committee on Financial Services of the United States House of 
Representatives. A copy of the charter also will be filed with the 
Chairman of the Commission, furnished to the Library of Congress, 
placed in the Public Reference Room at the Commission's headquarters 
and posted on the Commission's Internet Web site at www.sec.gov/info/smallbus.shtml. The Committee's charter is expected to direct it to 
consider the following areas, including the impact in each area of the 
Sarbanes-Oxley Act of 2002, Pub. L. 107-204, 116 Stat. 745 (July 30, 
2002):
     Corporate disclosure and reporting requirements and 
federally-imposed corporate governance requirements for smaller public 
companies, including differing regulatory requirements based on market 
capitalization, other measurements of size or market characteristics;
     Accounting standards and financial reporting requirements 
applicable to smaller public companies;
     Frameworks for internal control over financial reporting 
applicable to smaller public companies, methods for management's 
assessment of such internal control, and standards for auditing such 
internal control; and
     The process, requirements and exemptions relating to 
offerings of securities by smaller companies, particularly public 
offerings.
    The charter will direct the Committee to conduct its work with a 
view to protecting investors, considering whether the costs imposed by 
the current securities regulatory system for

[[Page 76499]]

smaller companies are proportionate to the benefits, identifying 
methods of minimizing costs and maximizing benefits, and facilitating 
capital formation by smaller companies. The Commission expects that the 
Committee will provide recommendations as to where and how the 
Commission would draw lines to demarcate companies that warrant 
tailored regulatory treatment based on size.
    The Committee will operate for approximately 13 months from the 
date it is established unless, before the expiration of that time 
period, its charter is extended or renewed in accordance with the 
Federal Advisory Committee Act or unless the Commission determines that 
the Committee's continuance is no longer in the public interest.
    The Committee will meet at such intervals as are necessary to carry 
out its functions. The charter is expected to provide that meetings of 
the full Committee will occur no more frequently than six times per 
year. Meetings of subgroups of the full Committee may occur more 
frequently.
    The charter will provide that the duties of the Committee are to be 
solely advisory. The Commission alone will make any determinations of 
action to be taken and policy to be expressed with respect to matters 
within the Commission's authority with respect to which the Committee 
provides advice or makes recommendations.
    The Chairman of the Commission affirms that that establishment of 
the Committee is necessary and in the public interest.

    By the Commission.
    Dated: December 16, 2004.

Jonathan G. Katz,
Secretary.
[FR Doc. 04-27862 Filed 12-20-04; 8:45 am]
BILLING CODE 8010-01-Mt