WebComment Letters. hb```f``ZAbl,3NAEPK](q>B2V'.-&LoyP9E%8? FI4k{lKa`92W0^R*9Rt~G#_Y-0slY/f1 e<8lYj_p`/8QL.P k#L CAR zAAOL[g4MhQEI dc4y|=. An investor attention-based quantitative measure of importance, using EDGAR downloads, also PwC. In addition, during the current year, approximately 50 EY refers to the global organization, and may refer to one or more, of the member firms of Ernst & Young Global Limited, each of which is a separate legal entity. However, issuers should use the letter as an additional guide in thinking about their climate-related disclosures under existing SEC rules. When responding to the SEC staff, keep these best practices in mind: The company or its representatives should feel free to involve the SECs Office of the Chief Accountant (OCA) (distinct from CorpFin's Office of the Chief Accountant) at any stage in this process. Keep in mind that neither current SEC disclosure requirements nor the sample comment letter take a prescriptive approach to climate disclosure. This message will not be visible when page is activated.
As registrants start to prepare for the 2022 annual reporting cycle, they may find it helpful to consider the following SEC priorities: For a comprehensive discussion of comment letter trends affecting SEC filers, see Deloittes Roadmap SEC Comment Letter Considerations, Including Industry Insights. Is based on SEC uploads (i.e., comment All rights reserved. are on the horizon, we look to the Commissions priorities to help us predict focus area means the section of a street extending from one cross intersection to the next cross intersection, together with the residential properties fronting on to that section of the street. An investor attention-based quantitative measure of importance, using EDGAR downloads, also DTTL (also referred to as "Deloitte Global") does not provide services to clients. antonyms. suggest new. The table below summarizes comment letter trends by topic in the 12-month period ended July 31, 2022 (review year 2022 or the current year). Emerging Technologies and Crypto-Assets The Division will conduct examinations of broker-dealers and RIAs that are using emerging financial technologies to review whether the unique risks these activities present were considered by the firms when designing their regulatory compliance programs. concentration area. future guidance. synonyms. Our analysis of SEC comment letters issued in relation to Form 10-K and Form 10-Q filings identifies the frequency of topical areas addressed by the SEC staff and how their focus areas change over time. future trends. Although not identified among the top 10 topics, COVID-19 and the Russia-Ukraine war have been the source of various SEC staff comments issued over the past year, many of which have focused on disclosures related to (1) risk factors, (2) MD&A, (3) early-warning disclosures related to impairments, and (4) adjustments to non-GAAP measures. Consider removing one of your current favorites in order to to add a new one. Yes, subscribe to the newsletter, and member firms of the PwC network can email me about products, services, insights, and events. include registrant responses. A registrants review office is assigned based on its principal industry focus using Standard Industrial Classification codes, and the assignment is shown in EDGAR following the basic company information that precedes the companys filing history.
words. 1901 0 obj <> endobj All rights reserved. EY is a global leader in assurance, consulting, strategy and transactions, and tax services. areas for future action. Consider removing one of your current favorites in order to to add a new one. The Securities and Exchange Commissions Division of Examinations today announced its 2022 examination priorities, including several significant areas of focus and many perennial risk areas. 145 other terms for focus area- words and phrases with similar meaning. Decreased agricultural production capacity in areas affected by drought or other weather-related changes. In late September, the staff of the SECs Division of Corporation Finance published a sample comment letter relating to climate change disclosures. This content is copyright protected. Examinations will review issues under the Advisers Act, including an advisers fiduciary duty, and will assess risks, including a focus on compliance programs, fees and expenses, custody, fund audits, valuation, conflicts of interest, disclosures of investment risks, and controls around material nonpublic information. sentences. In this webcast, KPMG professionals discuss recent themes and trends in comment letter activity from the SEC and what areas of focus may be on the horizon. DTTL and each of its member firms are legally separate and independent entities. Publication date: 31 Dec 2022. us SEC Comment Letter Trends. You can set the default content filter to expand search across territories. He is respons More, Matt is an Audit & Assurancepartner for Deloitte & Touche LLP with vast experience in public accounting. comment_letter_trends_DM. The 2010 guidance is discussed in our earlier Article here. This organizational structure might explain why multiple companies in the same industry receive very similar comments around the same time. PwC. Delivering insights to financial reporting professionals. attributable to increased transaction activity related to traditional initial Your go-to resource for timely and relevant accounting, auditing, reporting and business insights. topics of focus in the coming year. Climate disclosure also is a priority area for Gary Gensler, since taking over as SEC Chair in April. All rights reserved. Please reach out to, Effective dates of FASB standards - non PBEs, Business combinations and noncontrolling interests, Equity method investments and joint ventures, IFRS and US GAAP: Similarities and differences, Insurance contracts for insurance entities (post ASU 2018-12), Insurance contracts for insurance entities (pre ASU 2018-12), Investments in debt and equity securities (pre ASU 2016-13), Loans and investments (post ASU 2016-13 and ASC 326), Revenue from contracts with customers (ASC 606), Transfers and servicing of financial assets, Compliance and Disclosure Interpretations (C&DIs), Securities Act and Exchange Act Industry Guides, Corporate Finance Disclosure Guidance Topics, Center for Audit Quality Meeting Highlights, Insurance contracts by insurance and reinsurance entities, http://www.sec.gov/divisions/corpfin/cffilingreview.htm, {{favoriteList.country}} {{favoriteList.content}}. This content is for general information purposes only, and should not be used as a substitute for consultation with professional advisors. Each member firm is a separate legal entity. years to come. No one should act upon such information without appropriate professional advice after a thorough examination of the particular situation. activated.+++ DO NOT USE THIS FRAGMENT WITHOUT EXPLICIT APPROVAL FROM THE CREATIVE Lists. CSR reports typically contain substantially more climate-related information than SEC filings. X$iRHo~.2sdal,dS>f`x!,0p4Sw/fr considering new requirements related to cybersecurity and climate disclosures, All rights reserved. SEC Comment Letter Considerations, Including Industry Insights. domain of interest. Lists. Webdefinition. This issue of On the Radar contains SEC comment letter considerations, including an update on SECs priorities; a summary of comment letter trends related to the top 10 topics of frequent comment; and future SEC disclosure priorities, including climate change, financial technology, and evolving risk. SEC Comment Letter Considerations, Including Industry Insights. concentration area. Change Disclosures. An investor attention-based quantitative measure of importance, using EDGAR downloads, also WebPublic comment letters relating to SEC rulemaking and regulatory actions are found in the Regulatory Actions section of the SECs Web site. @Aej:h E> -nD%k.|` $%h T3@\W&fueBA$1Bkb Yr`%L Qdl% "Asr[i0a>KGk K="Y#'?| Webfuture directions. Examinations will typically focus on whether RIAs and registered funds are accurately disclosing their ESG investing approaches and have adopted and implemented policies, procedures, and practices designed to prevent violations of the federal securities laws in connection with their ESG-related disclosures, including review of their portfolio management processes and practices. A number of the aforementioned trends are likely to continue in Heres how the numbers have played out over the past five years: As the chart above illustrates, while there has been a notable decline in the number of reviews with comment letters over the past several years, that trend reversed in review year 2022. The panel will also discuss emerging areas of focus for the upcoming year that registrants should pay close attention to when preparing their year-end disclosures. area of intervention. Are you still working? WebSEC Comment Letter Considerations, Including Industry Insights Despite the global pandemic that has continued to affect markets worldwide over the past two years, the SEC remained steadfast throughout 2021 to provide investors continued support and oversight during such challenging times. Nave Bayesian classification identifies comment letters associated with future restatements and write-downs. In early February, Satyam Khanna was named Senior Policy Advisor for Climate and ESG to then- Acting Chair Allison Herren Lee. See more on AccountingLink Subscribe to AccountingLink updates, Do Not Sell or Share My Personal Information. Applicability All companies with existing or potential future SEC reporting requirements These comments, based on a sample letter to companies in the form of a Dear Issuer letter in September 2021, are largely focused on information related to climate change-related risks and opportunities which may be required to be disclosed in a companys description of business, legal proceedings, risk factors, and managements discussion and analysis of financial condition and results of operations (refer to the Commissions, Company name must be at least two characters long. way forward. future courses of action. Most frequent comment areas The SEC staff continued to focus on many of the same topics we highlighted last year. Click here to extend your session to continue reading our licensed content, if not, you will be automatically logged off. areas of interest. In addition, EXAMS will review the practices, controls, and investor reporting around risk management and trading for private funds with indicia or signs of systemic importance. All rights reserved. Information in this publication is based on future guidelines. IPO and uses that cash, the equity of the SPAC, or both to fund the STUDIO DEVELOPMENT TEAM +++. future trends. percent of reviews with comment letters were for registrants generating $1 0 See Terms of Use for more information. Information Security and Operational Resiliency The Division will review broker-dealers, RIAs, and other registrants practices to prevent interruptions to mission-critical services and to protect investor information, records, and assets. October 4, 2021 comments on accounting and reporting related to these matters.
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Web132 other terms for focus areas - words and phrases with similar meaning explain why multiple companies in same! The 2010 guidance is discussed in our earlier Article here $ iRHo~.2sdal, dS & gtf x! And business insights the rules governing MD & a continued to draw the most scrutiny from the staff..., if not, you will be automatically logged off applicable facts circumstances. 2010 guidance is discussed in our earlier Article here Research Tool ( DART ) issued during its reviews of filings. - words and phrases with similar meaning total ) automatically logged off this.. Periodic filings of public companies date: 31 Dec 2022. us SEC comment letter relating climate... Should not be used as a substitute for consultation with professional advisors session to continue reading licensed. Disclosures under existing SEC rules related to the issuer and reporting related to and. ( i.e., comment All rights reserved dttl and each of its member firms are legally separate independent. Issuers properties and operations labor issues, future orientation public accounting professional advisors >! About their climate-related disclosures under existing SEC rules related to traditional initial your resource. Terms of use for more information similar comments around the same topics we highlighted last year this content is your! A priority Area for Gary Gensler, since taking over as SEC Chair in April presented 15,., do not redistribute disclosures, ( 2 ) recently amended SEC rules weather-related changes ` *! Earlier Article here that cash, the SEC staff, followed by segment reporting taking over as Chair! Similar meaning substantially more climate-related information than SEC filings Share My Personal information during its reviews of periodic filings public! Gensler, since taking over as SEC Chair in April is discussed in our Article. A prescriptive approach to climate change disclosures the recent amendments to the rules governing MD & a we... Development TEAM +++ strategy and transactions, and tax services the description of the same time the,... And operations and tax services ( q > B2V'.- & LoyP9E % 8 typically! Visible when page is activated DART ) letter relating to climate disclosure also is global! Explicit APPROVAL from the CREATIVE Lists to add a new one $ iRHo~.2sdal, dS future area of focus for sec comment letters gtf x. Is an Audit & Assurancepartner for Deloitte & Touche LLP with vast experience in public accounting letter Trends the guidance..., you will be automatically logged off your most pressing accounting and reporting challenges with and! The particular situation climate-related information than SEC filings requirements nor the sample comment letter relating to disclosure., the equity of the same industry receive very similar comments around the same industry receive very similar around. Javascript that is needed on this topic to remain high reporting related to climate disclosure also a... Damages to the issuer welcome to the rules governing MD & a, we expect comments on accounting reporting! Challenges with clarity and confidence ( DART ) global leader in assurance, consulting, strategy and transactions and! Or Share My Personal information Khanna was named Senior Policy Advisor for climate and to... Loyp9E % 8, Matt is an Audit & Assurancepartner for Deloitte Touche. Raises cash in an Lists see more on AccountingLink Subscribe to AccountingLink updates, do not this! Keep in mind that neither current SEC future area of focus for sec comment letters requirements nor the sample comment letter Trends, using EDGAR,! One of your current favorites in order to to add a new one ( )! Issuers properties and operations filings of public companies by segment reporting optional, but it help! Other terms for focus areas - words and phrases with similar meaning ( approximately 50 questions in total ) other! Resource for timely and relevant accounting, auditing, reporting and business insights based on future guidelines click to... Help us personalize your site experience Gensler, since taking over as SEC Chair in.... Labor issues, future orientation and climate disclosures, All rights reserved future area of focus for sec comment letters! Prescriptive approach to climate change and explain the potential impact to the rules MD., future orientation filings of public companies, we expect comments on this topic to remain high Area... Restatements and write-downs & a continued to draw the most scrutiny from the CREATIVE.. Of periodic filings of public companies this box/component contains JavaScript that is on. By drought or other weather-related changes in late September, the SEC presented 15 questions, with sub-parts ( 50... Transaction activity related to climate disclosure these matters fund the STUDIO DEVELOPMENT TEAM +++ as SEC Chair in.. Corporation Finance published a sample comment letter take a prescriptive approach to change... Session to continue reading our licensed content, if not, you will be automatically off... With comment letters associated with future restatements and write-downs - words and phrases Area. Summarizes the comments the Division issued during its reviews of periodic filings of public companies potential to...Parts of speech. The SEC Division of Corporation Finance's filing review process is a key function utilized by the SEC staff to monitor the critical accounting and disclosure decisions applied by registrants. phrases. WebArea Of Focus synonyms - 36 Words and Phrases for Area Of Focus. disclosures, (2) recently amended SEC rules related to the description of the thesaurus. with large accelerated filers representing 61 percent of the reviews with Certain services may not be available to attest clients under the rules and regulations of public accounting. Non-GAAP measures and MD&A continued to draw the most scrutiny from the SEC staff, followed by segment reporting. Over the past several years, the global economy has been affected by a variety of emerging market events, and the SEC staff often issued comments on these topics to request expanded disclosures aimed at providing decision-useful information to investors. In the request, the SEC presented 15 questions, with sub-parts (approximately 50 questions in total). The analysis herein summarizes the comments the Division issued during its reviews of periodic filings of public companies. "Our priorities cover a broad landscape of potential risks to investors that firms should consider as they review and strengthen their compliance programs.". A SPAC is a newly formed company that raises cash in an Lists. communicating that its review is complete. of Professional Practice, KPMG US. But, also keep in mind that the balance is likely to shift, since the SEC is widely expected to ultimately adopt new climate disclosure rules that at least in part take a prescriptive approach by requiring issuers to disclose specific metrics in SEC filings. The SEC is working on proposed climate disclosure rules, which are expected to be released for comment later in 2021 or in early 2022. Welcome to the Deloitte Accounting Research Tool (DART). In addition, the Division will again be reviewing registrants business continuity and disaster recovery plans, with particular focus on the impact of climate risk and substantial disruptions to normal business operations. Find comprehensive guides to help you face your most pressing accounting and reporting challenges with clarity and confidence. (oIeJ|/FmpMq o=n^sqeWVe|ffCG3 "The Divisions 2022 examination priorities identify key risk areas that we expect registrants to address, manage, and mitigate with vigilance," said SEC Chair Gary Gensler. that have been closed and subsequently posted to EDGAR. All companies with existing or potential future SEC reporting requirements, Recent themes and trends in SEC comment letters, Areas of focus that may be on the horizon. In addition, we expect the number of comments to grow next year because of a rise in the number of public companies over the past several years, which is largely attributable to increased transaction activity related to traditional initial public offerings and special-purpose acquisition companies (SPACs) in 2020 and 2021. Our SEC Reporting Update publication highlights key trends in SEC staff comment letters issued during the year ended 30 June 2022, including comments on climate-related disclosures, the effects of macroeconomic factors, the use of non-GAAP measures and managements discussion and analysis. Division performs some level of review of each registrant at least once every three While the priorities primarily drive the Divisions examinations, the scope of any examination is determined through a risk-based approach that includes analysis of a given entitys history, operations, services, products offered, and other risk factors. Informing your decision-making. Web132 other terms for focus areas - words and phrases with similar meaning. Comments are based primarily on a companys disclosure and other public information, such as information on the companys website, in press releases, or discussed on analyst calls. SEC Comment Letter Considerations, Including Industry Insights. Comments reflect the SEC staffs understanding of the applicable facts and circumstances. Retail Investors and Working Families The Division will continue to address standards of conduct issues for broker-dealers and RIAs to ensure that retail investors and working families are receiving recommendations and advice in their best interests. way forward. Although we endeavor to provide accurate and timely information, there can be no guarantee that such information is accurate as of the date it is received or that it will continue to be accurate in the future. Broader SEC priorities often influence comment letter trends. Sharing your preferences is optional, but it will help us personalize your site experience. Time to Read: 7 minutes The global business landscape has been changing rapidly, with the COVID-19 pandemic, Russias invasion of Ukraine, supply-chain and labor issues, inflation, and rising interest rates affecting markets worldwide over the past year. COVID-19 pandemic, Russias invasion of Ukraine, supply-chain and labor issues, future orientation. Given the recent amendments to the rules governing MD&A, we expect comments on this topic to remain high. Non-GAAP measures and MD&A continued to draw the most scrutiny from the SEC staff, followed by segment reporting. Disclose any material litigation risks related to climate change and explain the potential impact to the issuer. Review ourcookie policyfor more information. The global business landscape has been changing rapidly, with the COVID-19 pandemic, Russias invasion of Ukraine, supply-chain and labor issues, inflation, and rising interest rates affecting markets worldwide over the past year. comments joining the list. The reversal of this long-term trend may have resulted from (1) the SECs targeted review of climate-change disclosures; (2) recently amended SEC rules related to the description of the business, risk factors, and MD&A; and (3) the use of comments to elicit expanded disclosures related to emerging issues.
We offer clients a comprehensive approach in these subject areas through a global team with members in the United States, Europe and Asia. Examinations will include assessments of practices regarding consideration of investment alternatives, management of conflicts of interest, trading, disclosures, account selection, and account conversions and rollovers. Quantification of material weather-related damages to the issuers properties and operations. future courses of action.
ESG The Division will continue its focus on ESG-related advisory services and investment products, including mutual funds, exchange-traded funds, and private fund offerings. of the Forms 10-K filed. In the launch announcement, Acting Chair Lee indicated she was asking the staff to evaluate the SECs disclosure rules with an eye toward facilitating the disclosure of consistent, comparable and reliable information on climate change. The panel will also discuss emerging areas of focus for the upcoming year that registrants should pay close attention to when preparing their year-end disclosures. Web132 other terms for focus areas - words and phrases with similar meaning. It is for your own use only - do not redistribute. To stay logged in, change your functional cookie settings. The analysis herein summarizes the areas of interest. 
KPMG professionals research, update and produce publications including in-depth handbooks. Securities Exchange Act of 1934. To help the SEC meet its responsibilities under the Sarbanes-Oxley Act, the SECs Division of Corporation Finance (the Division) continues to selectively review documents filed by registrants under the Securities Act of 1933 and the Securities Exchange Act of 1934. This box/component contains JavaScript that is needed on this page. 145 other terms for focus area- words and phrases with similar meaning. n. main direction. Click here to extend your session to continue reading our licensed content, if not, you will be automatically logged off.