Notice2024-30600
Order Approving Public Company Accounting Oversight Board Budget and Annual Accounting Support Fee for Calendar Year 2025
Primary source
Metadata and text below are from the Federal Register, a public-domain U.S. government work. Always verify the official published version before relying on it for any legal matter.
Published
December 23, 2024
Issuing agencies
Securities and Exchange Commission
Full Text
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<title>Federal Register, Volume 89 Issue 246 (Monday, December 23, 2024)</title>
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[Federal Register Volume 89, Number 246 (Monday, December 23, 2024)]
[Notices]
[Page 104594]
From the Federal Register Online via the Government Publishing Office [<a href="http://www.gpo.gov">www.gpo.gov</a>]
[FR Doc No: 2024-30600]
[[Page 104594]]
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SECURITIES AND EXCHANGE COMMISSION
[Securities Act of 1933 Release No. 11345/December 18, 2024; Securities
Exchange Act of 1934 Release No. 101950/December 18, 2024]
Order Approving Public Company Accounting Oversight Board Budget
and Annual Accounting Support Fee for Calendar Year 2025
The Sarbanes-Oxley Act of 2002, as amended (the ``Sarbanes-Oxley
Act''),\1\ established the Public Company Accounting Oversight Board
(``PCAOB'') 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 \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
accomplishes these investor protection and public interest 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 registered
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 2024 the PCAOB
provided the Commission with a narrative description of its program
issues and outlook for the 2025 budget year. In response, the
Commission provided the PCAOB with general budgetary guidance for the
2025 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 a number of meetings with staff of the PCAOB to further develop an
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 30,
2024. On November 21, 2024, the PCAOB adopted its 2025 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 2025 budget adopted by the PCAOB that are
not properly recoverable through the annual accounting support fee, and
the Commission believes that the aggregate proposed 2025 annual
accounting support fee does not exceed the PCAOB's aggregate
recoverable budget expenses for 2025.
The Commission continues to emphasize the importance of the PCAOB's
identification of efficiencies and process improvements. Accordingly,
the Commission requests that the PCAOB continue to evaluate its
operational efficiency, improvements, and budgetary needs and submit
such assessments to the Commission in connection with the 2026 budget
cycle.
Coordination between the Commission and PCAOB continues to be
important. The Commission directs the PCAOB during 2025 to continue to
hold quarterly 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 2025 budget, including
significant differences between actual and budgeted amounts and
anticipated cost-savings. Separately, the Commission directs the PCAOB
to continue its written quarterly updates on recent activities,
including strategic initiatives. The Commission expects the PCAOB to
make itself available to meet with individual Commissioners on these
and other topics. Further, the Commission requests that the PCAOB
submit its 2024 annual report to the Commission by March 31, 2025.
The Commission understands that the Office of Management and Budget
(``OMB'') has determined that the 2025 budget of the PCAOB is subject
to sequestration under the Budget Control Act of 2011.\4\ For 2024, the
PCAOB sequestered $21.9 million. That amount will become available in
2025. For 2025, the sequestration amount will be 5.7% or $22.8 million.
Consequently, we expect the PCAOB will have approximately $0.9 million
less funds available from the 2024 sequestration for spending in 2025.
Accordingly, the PCAOB should submit a revised spending plan for 2025
reflecting a $0.9 million reduction to budgeted expenditures as a
result of the increase in sequestration amount from 2024 to 2025.
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\4\ OMB Report to the Congress on the BBEDCA 251A Sequestration
for Fiscal Year 2025 (Mar. 11, 2024), available at <a href="https://www.whitehouse.gov/wp-content/uploads/2024/03/BBEDCA_251A_Sequestration_Report_FY2025.pdf">https://www.whitehouse.gov/wp-content/uploads/2024/03/BBEDCA_251A_Sequestration_Report_FY2025.pdf</a>.
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The Commission has determined that the PCAOB's 2025 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 2025 are approved.
By the Commission.
J. Matthew DeLesDernier,
Deputy Secretary.
[FR Doc. 2024-30600 Filed 12-20-24; 8:45 am]
BILLING CODE 8011-01-P
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