Order Approving Public Company Accounting Oversight Board Budget and Annual Accounting Support Fee for Calendar Year 2024, 87829-87830 [2023-27770]

Download as PDF lotter on DSK11XQN23PROD with NOTICES1 Federal Register / Vol. 88, No. 242 / Tuesday, December 19, 2023 / Notices filing. The proposed rule change, which modifies the Exchange’s rules by conforming the definition of Commodity-Based Trust Shares with the same definition used by another national securities exchange 10 and corrects the citation for the term ‘‘commodity,’’ as defined in the Commodity Exchange Act, raises no unique or novel legal or regulatory issues and will lessen any potential confusion among market participants. Therefore, the Commission believes that waiver of the 30-day operative delay is consistent with the protection of investors and the public interest. Accordingly, the Commission hereby waives the 30-day operative delay and designates the proposed rule change operative upon filing.11 At any time within 60 days of the filing of the proposed rule change, the Commission summarily may temporarily suspend such rule change if it appears to the Commission that such action is necessary or appropriate in the public interest, for the protection of investors, or otherwise in furtherance of the purposes of the Act. amendments, all written statements with respect to the proposed rule change that are filed with the Commission, and all written communications relating to the proposed rule change between the Commission and any person, other than those that may be withheld from the public in accordance with the provisions of 5 U.S.C. 552, will be available for website viewing and printing in the Commission’s Public Reference Room, 100 F Street NE, Washington, DC 20549, on official business days between the hours of 10 a.m. and 3 p.m. Copies of the filing also will be available for inspection and copying at the principal office of the Exchange. Do not include personal identifiable information in submissions; you should submit only information that you wish to make available publicly. We may redact in part or withhold entirely from publication submitted material that is obscene or subject to copyright protection. All submissions should refer to file number SR–NASDAQ–2023–055 and should be submitted on or before January 9, 2024. IV. Solicitation of Comments Interested persons are invited to submit written data, views and arguments concerning the foregoing, including whether the proposed rule change is consistent with the Act. Comments may be submitted by any of the following methods: For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.12 Sherry R. Haywood, Assistant Secretary. Electronic Comments • Use the Commission’s internet comment form (https://www.sec.gov/ rules/sro.shtml); or • Send an email to rule-comments@ sec.gov. Please include file number SR– NASDAQ–2023–055 on the subject line. SECURITIES AND EXCHANGE COMMISSION Paper Comments • Send paper comments in triplicate to Secretary, Securities and Exchange Commission, 100 F Street NE, Washington, DC 20549–1090. All submissions should refer to file number SR–NASDAQ–2023–055. This file number should be included on the subject line if email is used. To help the Commission process and review your comments more efficiently, please use only one method. The Commission will post all comments on the Commission’s internet website (https://www.sec.gov/ rules/sro.shtml). Copies of the submission, all subsequent 10 See supra note 3. 11 For purposes only of waiving the 30-day operative delay, the Commission has also considered the proposed rule’s impact on efficiency, competition, and capital formation. See 15 U.S.C. 78c(f). VerDate Sep<11>2014 17:33 Dec 18, 2023 Jkt 262001 [FR Doc. 2023–27805 Filed 12–18–23; 8:45 am] BILLING CODE 8011–01–P 87829 Register on November 13, 2023.3 The Commission has received no comment letters on the proposed rule change. Section 19(b)(2) of the Act 4 provides that within 45 days of the publication of notice of the filing of a proposed rule change, or within such longer period up to 90 days as the Commission may designate if it finds such longer period to be appropriate and publishes its reasons for so finding, or as to which the self-regulatory organization consents, the Commission will either approve the proposed rule change, disapprove the proposed rule change, or institute proceedings to determine whether the proposed rule change should be disapproved. The 45th day after publication of the notice for this proposed rule change is December 28, 2023. The Commission is extending this 45-day time period. The Commission finds it appropriate to designate a longer period within which to issue an order approving or disapproving the proposed rule change, so that it has sufficient time to consider the proposed rule change. Accordingly, the Commission, pursuant to section 19(b)(2) of the Act,5 designates February 9, 2023, as the date by which the Commission shall either approve or disapprove the proposed rule change (File No. SR–NYSE–2023–36). For the Commission, by the Division of Trading and Markets, pursuant to delegated authority.6 Sherry R. Haywood, Assistant Secretary. [FR Doc. 2023–27785 Filed 12–18–23; 8:45 am] BILLING CODE 8011–01–P [Release No. 34–99161; File No. SR–NYSE– 2023–36] Self-Regulatory Organizations; New York Stock Exchange LLC; Notice of Designation of a Longer Period for Commission Action on Proceedings To Determine Whether To Approve or Disapprove a Proposed Rule Change Regarding Enhancements to Its DMM Program December 13, 2023. On October 23, 2023, New York Stock Exchange LLC (‘‘NYSE’’ or ‘‘Exchange’’) filed with the Securities and Exchange Commission (‘‘Commission’’), pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’) 1 and Rule 19b–4 thereunder,2 a proposed rule change to make enhancements to its Designated Market Maker (‘‘DMM’’) program. The proposed rule change was published for comment in the Federal 12 17 CFR 200.30–3(a)(12), (59). U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. 1 15 PO 00000 Frm 00095 Fmt 4703 Sfmt 4703 SECURITIES AND EXCHANGE COMMISSION [Securities Act of 1933 Release No. 11258/ December 13, 2023; Securities Exchange Act of 1934 Release No. 99150/December 13, 2023] Order Approving Public Company Accounting Oversight Board Budget and Annual Accounting Support Fee for Calendar Year 2024 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 3 See Securities Exchange Act Release No. 98869 (November 6, 2023), 88 FR 77625 (November 13, 2023) (SR–NYSE–2023–36). 4 15 U.S.C. 78s(b)(2). 5 15 U.S.C. 78s(b)(2). 6 17 CFR 200.30–3(a)(57). 1 15 U.S.C. 7201 et seq. E:\FR\FM\19DEN1.SGM 19DEN1 lotter on DSK11XQN23PROD with NOTICES1 87830 Federal Register / Vol. 88, No. 242 / Tuesday, December 19, 2023 / Notices interests of investors and further the public interest in the preparation of informative, accurate, and independent audit reports. Section 982 of the DoddFrank Wall Street Reform and Consumer Protection Act 2 amended the SarbanesOxley 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. 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 SarbanesOxley 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 budgetrelated information, and a list of definitions that apply to the rule and to general discussions of PCAOB budget matters. In accordance with the Budget Rule, in March 2023 the PCAOB provided the Commission with a narrative 2 Public 3 17 Law 111–203, 124 Stat. 1376 (2010). CFR 202.190. VerDate Sep<11>2014 17:33 Dec 18, 2023 Jkt 262001 description of its program issues and outlook for the 2024 budget year. In response, the Commission provided the PCAOB with general budgetary guidance for the 2024 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 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 30, 2023. On November 16, 2023, the PCAOB adopted its 2024 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 2024 budget adopted by the PCAOB that are not properly recoverable through the annual accounting support fee, and the Commission believes that the aggregate proposed 2024 annual accounting support fee does not exceed the PCAOB’s aggregate recoverable budget expenses for 2024. 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 2025 budget cycle. Coordination between the SEC and PCAOB continues to be important. The Commission directs the PCAOB during 2024 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 2024 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, for the PCAOB’s Office of Economic and Risk Analysis; Data, Security, and Technology group within the Office of the Chief Operating Officer; PO 00000 Frm 00096 Fmt 4703 Sfmt 4703 and Division of Registration and Inspections. 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 2023 annual report to the Commission by March 29, 2024. The Commission understands that the Office of Management and Budget (‘‘OMB’’) has determined that the 2024 budget of the PCAOB is subject to sequestration under the Budget Control Act of 2011.4 For 2023, the PCAOB sequestered $19.9 million. That amount will become available in 2024. For 2024, the sequestration amount will be 5.7% or $21.9 million. Consequently, we expect the PCAOB will have approximately $2.0 million less funds available from the 2023 sequestration for spending in 2024. Accordingly, the PCAOB should submit a revised spending plan for 2024 reflecting a $2.0 million reduction to budgeted expenditures as a result of the increase in sequestration amount from 2023 to 2024.The Commission has determined that the PCAOB’s 2024 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 2024 are approved. By the Commission. Vanessa A. Countryman, Secretary. [FR Doc. 2023–27770 Filed 12–18–23; 8:45 am] BILLING CODE 8011–01–P SECURITIES AND EXCHANGE COMMISSION [Release No. 34–99162; File No. SR– CboeBZX–2023–105] Self-Regulatory Organizations; Cboe BZX Exchange, Inc.; Notice of Filing and Immediate Effectiveness of a Proposed Rule Change To Amend BZX Rule 14.11(e)(4)(C)(i) (CommodityBased Trust Shares) December 13, 2023. Pursuant to section 19(b)(1) of the Securities Exchange Act of 1934 (‘‘Act’’) 1 and Rule 19b–4 thereunder,2 notice is hereby given that on December 4 OMB Report to the Congress on the BBEDCA 251A Sequestration for Fiscal Year 2024 (Mar. 13, 2023), available at https://www.whitehouse.gov/wpcontent/uploads/2023/03/BBEDCA_Sequestration_ Report_and_Letter_3-13-2024.pdf. 1 15 U.S.C. 78s(b)(1). 2 17 CFR 240.19b–4. E:\FR\FM\19DEN1.SGM 19DEN1

Agencies

[Federal Register Volume 88, Number 242 (Tuesday, December 19, 2023)]
[Notices]
[Pages 87829-87830]
From the Federal Register Online via the Government Publishing Office [www.gpo.gov]
[FR Doc No: 2023-27770]


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SECURITIES AND EXCHANGE COMMISSION

[Securities Act of 1933 Release No. 11258/December 13, 2023; Securities 
Exchange Act of 1934 Release No. 99150/December 13, 2023]


Order Approving Public Company Accounting Oversight Board Budget 
and Annual Accounting Support Fee for Calendar Year 2024

    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

[[Page 87830]]

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.
---------------------------------------------------------------------------

    \1\ 15 U.S.C. 7201 et seq.
    \2\ Public Law 111-203, 124 Stat. 1376 (2010).
---------------------------------------------------------------------------

    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.
---------------------------------------------------------------------------

    \3\ 17 CFR 202.190.
---------------------------------------------------------------------------

    In accordance with the Budget Rule, in March 2023 the PCAOB 
provided the Commission with a narrative description of its program 
issues and outlook for the 2024 budget year. In response, the 
Commission provided the PCAOB with general budgetary guidance for the 
2024 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 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 30, 
2023. On November 16, 2023, the PCAOB adopted its 2024 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 2024 budget adopted by the PCAOB that are 
not properly recoverable through the annual accounting support fee, and 
the Commission believes that the aggregate proposed 2024 annual 
accounting support fee does not exceed the PCAOB's aggregate 
recoverable budget expenses for 2024.
    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 2025 budget 
cycle.
    Coordination between the SEC and PCAOB continues to be important. 
The Commission directs the PCAOB during 2024 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 2024 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, for the PCAOB's Office of Economic and Risk Analysis; 
Data, Security, and Technology group within the Office of the Chief 
Operating Officer; and Division of Registration and Inspections. 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 2023 annual report to the 
Commission by March 29, 2024.
    The Commission understands that the Office of Management and Budget 
(``OMB'') has determined that the 2024 budget of the PCAOB is subject 
to sequestration under the Budget Control Act of 2011.\4\ For 2023, the 
PCAOB sequestered $19.9 million. That amount will become available in 
2024. For 2024, the sequestration amount will be 5.7% or $21.9 million. 
Consequently, we expect the PCAOB will have approximately $2.0 million 
less funds available from the 2023 sequestration for spending in 2024. 
Accordingly, the PCAOB should submit a revised spending plan for 2024 
reflecting a $2.0 million reduction to budgeted expenditures as a 
result of the increase in sequestration amount from 2023 to 2024.The 
Commission has determined that the PCAOB's 2024 budget and annual 
accounting support fee are consistent with Section 109 of the Sarbanes-
Oxley Act. Accordingly,
---------------------------------------------------------------------------

    \4\ OMB Report to the Congress on the BBEDCA 251A Sequestration 
for Fiscal Year 2024 (Mar. 13, 2023), available at https://www.whitehouse.gov/wp-content/uploads/2023/03/BBEDCA_Sequestration_Report_and_Letter_3-13-2024.pdf.
---------------------------------------------------------------------------

    It is ordered, pursuant to Section 109 of the Sarbanes-Oxley Act, 
that the PCAOB budget and annual accounting support fee for calendar 
year 2024 are approved.

    By the Commission.
Vanessa A. Countryman,
Secretary.
[FR Doc. 2023-27770 Filed 12-18-23; 8:45 am]
BILLING CODE 8011-01-P
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