In CAQ Alert #134, the Center for Audit Quality (Center) advised you of the Securities and Exchange Commission's (SEC or the Commission) announcement of an open meeting held on December 13, 2006, during which they will consider recommendations regarding Section 404 of the Sarbanes-Oxley Act of 2002.

The logistics for the meeting was as follows:

When: Wednesday, December 13, 2006, 10:00 a.m. ET

Where: SEC Headquarters, Room LL-002, 100 F Street
N.E., Washington, DC 20549

Contact: Office of the Secretary, (202) 551-5400

Live Web Cast: Available at http://www.sec.gov/news/openmeetings.shtml

The specific subject matters considered and discussed at this open meeting included:

1. Consideration of whether to propose interpretive guidance to assist management in planning and performing its annual assessment of internal control over financial reporting. This would include management of a company reporting under the Securities Exchange Act of 1934 (Exchange Act), other than an investment company registered under Section 8 of the Investment Company Act of 1940.
   
   
2. Consideration of whether to propose amendments to Rules 13a-15 and 15d-15 under the Exchange Act that would clarify that a company choosing to perform an evaluation of internal control in accordance with the interpretive guidance noted above would satisfy the annual evaluation required by those rules.
   
   
3. Consideration of whether to propose new rules under the Exchange Act to implement the Gramm-Leach-Bliley Act bank exceptions to the definition of "broker." This would be proposed jointly with the Board of Governors of the Federal Reserve System.
   
   
4. Consideration of extending the temporary exemption of banks from the definition of "broker" and whether to propose additional related rules, including rules exempting banks from the definition of "dealer" under the Exchange Act.
   
   
5. Consideration of whether to repropose a new rule that would enable a foreign private issuer meeting specified conditions to terminate permanently its Exchange Act registration and reporting obligations under Section 12(g) regarding a class of equity securities and its Section 15(d) reporting obligations regarding a class of equity or debt securities and other related rule amendments.
   
   
6. Consideration of whether to adopt amendments to the proxy rules under Section 14 of the Exchange Act which would provide an alternative for Internet-based disclosure. Companies conducting proxy solicitations could satisfy the Rule 14a-3 requirement to furnish proxy materials by posting those proxy materials on an Internet website and providing shareholders with notice of the Internet availability of the materials. Other soliciting persons also would be permitted to follow the Internet alternative. The Commission also will consider whether to propose mandating Internet disclosure of proxy materials.
   
   
7. Consideration of rules related to the Investment Company Act of 1940, including a new antifraud rule under Section 206 and re-opening the comment period on proposed Rule 0-1(a)(7).

For additional information on each of these subject matters, click on the following link: http://www.sec.gov/news/openmeetings/2006/ssamtg121306.htm.

The SEC press release announcing this open meeting can be accessed at http://www.sec.gov/news/press/2006/2006-172.htm.