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More Pressure on SOX from Abroad

According to an article in Monday’s Financial Times, China
Construction Bank, one of China’s "Big Four" state lenders, is
considering shelving its plans for listing its shares on the New York Stock
Exchange.  Presumably, the reason for skipping the NYSE listing is the
expense and trouble of compliance with Sarbanes-Oxley.

There could also be another side to the story, according to the FT
article. It is also possible that Sarbanes-Oxley would shed light in dark
corners that the bank might like to keep dark. Other Chinese banks have had
large amounts of assets tied up in non-performing loans and have run into
obvious problems with corporate governance.  For example, according to the FT
article, "Chinese media reported on Monday that two officials at Bank of China – another Big Four lender which is planning a $3-$4bn international IPO – had fled the country following the disappearance of up to Rmb1bn ($121m)." 
Yep, looks like an internal control problem to me.

So, maybe the problem with Sarbanes-Oxley is that it might do what we would
expect it to do — protect investors.

Anyway … China isn’t the only place outside the US to have trouble with
Sarbanes-Oxley.  According to a Tuesday Financial Times article, SEC
Chairman William Donaldson gave a speech that day at the London School of
Economics in which expressed willingness to try to find ways to ease the burden
of filing requirements for foreign companies.  Under current rules, foreign
filers must meet Section 404 requirements for reports filed after July 15 of
this year.

To me, this ties back into the thinking expressed in yesterday’s post on
"Bad
News or Benefit."  It seems likely that the details of SOX
compliance will get tinkered with over the next year or so as the SEC works to
find the balance between the cost of the regulations and the benefits that they
deliver.  If a company approaches Sarbanes-Oxley strictly from the
standpoint of meeting compliance requirements, these changes will be
frustrating, adding to the cost of compliance. 

On the other hand, if a company takes a broader view–moving beyond mere
compliance–and approaches internal control as part of a plan to improve
performance and governance–then the potential changes in deadlines and
modifications of requirements are just noise of on the side of the arena–the
goals and direction of the bigger game are not changed.

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2 Comments

  1. Sebastian Holst

    A few foreign registrants are using Sarbanes-Oxley as an objective hurdle to further affirm their effective financial management – and by extension – the value of their company. For example, Novartis recently announced that they received a “clean opinion” on Sarbanes-Oxley section 404 only three weeks after their year end close and one year ahead of their SOX filing deadline. This was emphasized by their CEO in his webcast to shareholders – so for well-managed businesses overseas, Sarbanes-Oxley is proving to be (dare I say) a welcome opportunity to further strut their stuff. (Note, I have no association with Novartis and all that I have shared is available on their website in the webcast to shareholders held in late January of 2005).

  2. Kushanir Blog

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