[Federal Register Volume 86, Number 242 (Tuesday, December 21, 2021)]
[Notices]
[Pages 72300-72301]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2021-27529]


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SECURITIES AND EXCHANGE COMMISSION

[Securities Act of 1933 Release No. 33-11014/December 15, 2021; 
Securities Exchange Act of 1934 Release No. 34-93785/December 15, 2021]


Order Approving Public Company Accounting Oversight Board Budget 
and Annual Accounting Support Fee for Calendar Year 2022

    The Sarbanes-Oxley Act of 2002, as amended (the ``Sarbanes-Oxley 
Act''),\1\ established the Public Company Accounting Oversight Board 
(``PCAOB''

[[Page 72301]]

or the ``Board'') to oversee the audits 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. 
Section 982 of the Dodd-Frank Wall Street Reform and Consumer 
Protection Act (the ``Dodd-Frank Act'') \2\ amended the Sarbanes-Oxley 
Act to provide the PCAOB with explicit authority to oversee auditors of 
broker-dealers registered with the Securities and Exchange Commission 
(the ``Commission''). The PCAOB is to accomplish these goals through 
the registration of public accounting firms, standard setting, 
inspections, and investigation and disciplinary programs. The PCAOB is 
subject to the comprehensive oversight of the Commission.
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    \1\ 15 U.S.C. 7201 et seq.
    \2\ Public Law 111-203, 124 Stat. 1376 (2010).
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    Section 109 of the Sarbanes-Oxley 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. Under 
Section 109(f) of the Sarbanes-Oxley Act, the aggregate annual 
accounting support fee shall not exceed the PCAOB's aggregate 
``recoverable budget expenses,'' which may include operating, capital, 
and accrued items. The PCAOB's annual budget and accounting support fee 
are subject to approval by the Commission. In addition, the PCAOB must 
allocate the annual accounting support fee among issuers and among 
brokers and dealers.
    Section 109(b) of the Sarbanes-Oxley 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 Commission. Rule 190 of 
Regulation P (the ``Budget Rule'') governs the Commission's review and 
approval of PCAOB budgets and annual accounting support fees.\3\ The 
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 provide on a quarterly basis certain 
budget-related information, and a list of definitions that apply to the 
rule and to general discussions of PCAOB budget matters.
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    \3\ 17 CFR 202.190.
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    In accordance with the Budget Rule, in March 2021 the PCAOB 
provided the Commission with a narrative description of its program 
issues and outlook for the 2022 budget year. In response, the 
Commission provided the PCAOB with economic assumptions and general 
budgetary guidance for the 2022 budget year. The PCAOB subsequently 
delivered a preliminary budget and budget justification to the 
Commission. Staff from the Commission's Office of the Chief Accountant 
and Office of Financial Management dedicated a substantial amount of 
time to the review and analysis of the PCAOB's programs, projects, and 
budget estimates and participated in several meetings with staff of the 
PCAOB to further develop the understanding of the PCAOB's budget and 
operations. During the course of this review, Commission staff relied 
upon representations and supporting documentation from the PCAOB. Based 
on this review, the Commission issued a ``passback'' letter to the 
PCAOB on October 29, 2021. On November 23, 2021, the PCAOB adopted its 
2022 budget and accounting support fee during an open meeting, and 
subsequently submitted that budget to the Commission for approval.
    After considering the above, the Commission did not identify any 
proposed disbursements in the 2022 budget adopted by the PCAOB that are 
not properly recoverable through the annual accounting support fee, and 
the Commission believes that the aggregate proposed 2022 annual 
accounting support fee does not exceed the PCAOB's aggregate 
recoverable budget expenses for 2022.
    Given the change in leadership of the PCAOB and potential changes 
to its priorities for 2022 and beyond, the Commission requests the 
PCAOB to perform an assessment of the PCAOB Strategic Plan by June 30, 
2022 and provide the Commission staff with a report detailing the 
results of the assessment.
    The Commission continues to emphasize the importance of the PCAOB's 
identification of efficiencies and process improvements. Accordingly, 
the Commission requests the Board evaluate its operational efficiency, 
improvements, and budgetary needs and submit such assessments to the 
Commission in connection with the 2023 budget cycle.
    Continuing uncertainty surrounding the impact of COVID-19 on the 
PCAOB's operations reinforces the importance of continued coordination 
between the SEC and PCAOB. The Commission directs the PCAOB during 2022 
to continue to hold monthly meetings, as necessary, with the 
Commission's staff to discuss important policy initiatives, changes 
related to program areas, and significant impacts to the PCAOB's 2022 
budget, including significant differences between actual and budgeted 
amounts and anticipated cost-savings. Separately, the Commission 
requests the PCAOB to continue its written quarterly updates on recent 
activities, including strategic initiatives, for the PCAOB's Office of 
Economic and Risk Analysis, Office of Data, Security, and Technology, 
and Division of Registration and Inspections. The Commission expects 
the PCAOB Board to make itself available to meet with individual 
Commissioners on these and other topics. Further, the Commission 
requests that the PCAOB submit its 2021 annual report to the Commission 
by March 31, 2022.
    The Commission understands that the Office of Management and Budget 
(``OMB'') has determined that the 2022 budget of the PCAOB is subject 
to sequestration under the Budget Control Act of 2011.\4\ For 2021, the 
PCAOB sequestered $16.4 million. That amount will become available in 
2022. For 2022, the sequestration amount will be 5.7% or $17.7 million. 
Consequently, we expect the PCAOB will have approximately $1.3 million 
less funds available from the 2021 sequestration for spending in 2022. 
Accordingly, the PCAOB decreased its accounting support fee for 2022 by 
approximately $1.3 million.
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    \4\ OMB Report to the Congress on the Joint Committee Reductions 
for Fiscal Year 2021, February 10, 2020, available at https://www.whitehouse.gov/wp-content/uploads/2020/02/JC-sequestration_report_FY21_2-10-20.pdf.
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    The Commission has determined that the PCAOB's 2022 budget and 
annual accounting support fee are consistent with Section 109 of the 
Sarbanes-Oxley Act. Accordingly,
    It is ordered, pursuant to Section 109 of the Sarbanes-Oxley Act, 
that the PCAOB budget and annual accounting support fee for calendar 
year 2022 are approved.

    By the Commission.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2021-27529 Filed 12-20-21; 8:45 am]
BILLING CODE 8011-01-P