In Moonstruck, the late Vincent Gardenia steals one particular scene as Cosmo, a wizened plumbing contractor in Brooklyn who tries to convince a young couple of the virtues of expensive copper piping."There are three kinds of pipe. There's aluminum, which is garbage and you see where that's gotten you," he says, pointing to the rusted-out faucets and showerhead. "There's bronze, which is pretty good, unless something goes wrong. And something always goes wrong. Then, there's copper, which is the only pipe I use. It costs money. It costs money because it saves money."
Now, it would be a bit of a stretch to liken the not-inexpensive costs of remodeling a bathroom to the costs associated with Sarbanes-Oxley compliance, but for anyone who followed the 404 roundtable held last month in Washington, you probably understand where I'm headed.
During last month's soiree with regulators from the Securities and Exchange Commission and the Public Company Accounting Oversight Board, the Big Four firms and corporate executives and investor groups, SEC Chairman Christopher Cox acknowledged that, while the cost of complying with SOX 404 is waning as the process becomes easier, the SEC feels that more needs to be done to reduce the burden on companies - particularly the small ones. He told the meeting attendees, "We have every intention ... of getting 404 right - sooner rather than later."
Toward that end, a few changes have been implemented.
A few months ago, the PCAOB mandated that its inspectors place a greater emphasis on "audit efficiency," and more recently revealed that it would revise AS 2.
Meanwhile, the SEC rejected exempting small companies from 404 compliance, but did grant a five-month extension to filers with market caps of less than $75 million.
Now, on the surface at least, that's all well and good, but it's the reaction from the business community that makes me think they're trying to forgo copper piping for brass - or something worse. Some questioned the cost balance of compliance versus the benefits to investors - claiming that the 404 rules in terms of human capital and fees have, and continue to, outweigh the benefits to investors.
The concerns from the business community were evident in a recent study conducted by Financial Executives International, which showed that 85 percent of participating chief financial officers indicated that the benefits of 404 don't justify the cost. For example, GE claims that its 404 compliance costs were $33 million in 2004. And smaller filers have been outspoken critics of 404 costs, since it affects them disproportionately.
True, the costs are high, but what remains a more nebulous thing is putting a value on good internal controls. And the fact is that there are far more instances of restatements and financial fraud in small companies than in larger ones. They just don't command the headline space that the Enrons and WorldComs do.
I'm sure that the investing public would have a somewhat different view on the value of internal controls - regardless of cost - given the current era of calls for greater financial transparency.
I'm also sure no one objects to the SEC and the PCAOB working to achieve a balance in terms of SOX compliance and cost.
But prior to SOX, we had cheaper controls, and like the hapless homeowners in Brooklyn, we all saw where that got us.
