Specified disclosures triggered if independent accountant has resigned (or declined to stand for re-election) or was dismissed

• During two most recent fiscal years and any subsequent interim period
• Independent accountant who was engaged

• As principal accountant to audit issuer's financial  statements; or
• To audit significant subsidiary (and on whom principal accountant expressed reliance on in its report)

Specified disclosures about disagreements with independent accountant

• Reported disagreements include both those resolved to former accountant's satisfaction and those not resolved to former accountant's satisfaction
• Instruction 3 gives guidance on interpretation of term disagreements
• Instruction 4 gives guidance on when disagreement has occurred

Specified disclosures about reportable events preceding former accountant's resignation (or declination to stand for re-election) or dismissal

• Whether or not there was disagreement on accounting principles or practices, financial statement disclosures, or auditing scope or procedure
• Instruction 4 gives guidance on when reportable event has occurred

Specified disclosures about engagement of new independent accountant

Former accountant given opportunity to furnish letter stating whether it agrees with issuer's disclosures

Council of Institutional Investors (CII)

• Letter to SEC Chairman Cox  1.25.08

• Reports on CII adoption of best practices policy on disclosure of external auditor departures  page 1
  The audit committee should publicly provide to shareowners a plain-English explanation of the reasons for a change in the company's external auditors.  At a minimum, this disclosure should be contained in the same Securities and Exchange Commission filing that companies are required to submit within four days of an auditor change.  Instruction B to Form 8-K
• CII requests SEC rulemaking to require plain English disclosure of reasons for change in external auditors in all cases
• S-K 304 currently requires such disclosure if there is disagreement between company and its external auditor and certain other limited circumstances

53 FR 12929  April 20, 1988

As amended at 54 FR 9774  March 8, 1989

8-K

10-K

Schedule 14A

Form 10

S-1

S-4

S-11

S-K Index