Committee SEC 404 Comment 2.26 final

COMMITTEE ON CAPITAL MARKETS REGULATION 1557 MASSACHUSETTS AVENUE LILC 339 CAMBRIDGE, MA 02138 PHONE: (617) 384-5364 FAX: (617) 496-5251 www.capmktsreg.org February 26, 2007 Ms. Nancy Morris Secretary Securities and Exchange Commission 100 F Street NE Washington, D.C. 20549-9303 Re: Comments on Proposed Interpretation and Proposed Rule, Management’s Report on Internal Control over Financial Reporting, Release Nos. 33-8762; 34-54976 File No. S7-24-06 Dear Ms. Morris: The Committee on Capital Markets Regulation (the “Committee”) appreciates this opportunity to comment on a proposal by the Securities and Exchange Commission (the “Commission” or “SEC”) relating to the guidance for company management in its evaluation of internal control over financial reporting. The Committee is independent and bipartisan, composed of twenty-two corporate and financial leaders drawn from the investor community, business, finance, law, accounting, and academia. The Committee issued its Interim Report on the state of the U.S. public equity capital market on November 30, 2006. The Committee’s purpose is to explore a range of issues related to maintaining and improving the competitiveness of U.S. capital markets. As stated in its Interim Report, the Committee believes that maximizing the competitiveness of U.S. capital markets is critical to ensuring economic growth, job creation, low cost of capital, innovation, entrepreneurship, and a strong ...