As a former SEC Corp Fin staffer, I can certainly appreciate how closely the Staff reviews the specific disclosures related to internal controls and procedures and disclosure controls and procedures (DC&P) – just ask any registrant that has had to file a 10-K amendment for what they may believe is an immaterial error in their Sarbanes-Oxley Act certifications. However, if anybody needs further convincing, I point you to a recent comment letter made public where the Staff commented of the company’s failure to state the entire definition of disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d(e) when the registrant was stating its conclusion regarding the effectiveness of its disclosure controls and procedures. In particular, the Staff stated, “Although there is no requirement to disclose the full definition, specific reference to only a portion of the definition gives the appearance of limiting management’s conclusion solely to the portion referred to.” Please see below for the SEC comment exchange as well as the company’s revised disclosure (via redline):

SEC Comment: “Evaluation of Disclosure Controls and Procedures, Page 96 Your conclusion regarding the effectiveness of disclosures controls and procedures does not state the entire definition of disclosure controls and procedures as defined in Exchange Act Rules 13a-15(e) and 15d-15(e). Specifically, you did not indicate that disclosure controls and procedures are designed to ensure that information required to be disclosed in reports filed or submitted under the Act is accumulated and communicated to management as appropriate to allow timely decisions regarding required disclosure. Although there is no requirement to disclose the full definition, specific reference to only a portion of the definition gives the appearance of limiting management’s conclusion solely to the portion referred to. Please represent to us and revise future filings to state management’s conclusion in regard to your disclosure controls and procedures as fully defined in Exchange Act rules 13a-15(e) and 15d-15(e).”

Company Response: “The Company acknowledges the Staff’s comment and represents that for the year ended June 30, 2016, the Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures, as of the end of the period covered by the Form 10-K, were functioning effectively to provide reasonable assurance that the information required to be disclosed by the Company in reports filed under the Securities Exchange Act of 1934, as amended (the Exchange Act), were recorded, processed, summarized and reported within the time periods specified in the Commission’s rules and forms and that such information was accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. The Company respectfully informs the Staff that on November 3, 2016, the Company filed an amendment to the Form 10-K (the Amended Form 10-K) in response to comment 2 below and Item 9A. Controls and Procedures of the Amended Form 10-K states this conclusion. The company respectfully advises the Staff that the Company’s future filings will state management’s conclusion in regard to disclosure controls and procedures as fully defined in Exchange Act Rules 13a-15(e) and 15d-15(e).”

Redline of DC&P Disclosure in Registrant’s Form 10-K/A Evaluation of Disclosure Controls and Procedures The Company’s management, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as that term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this Annual Report on Form 10-K. Based on that evaluation, management, with the participation of the Chief Executive Officer and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures, as of the end of the period covered by this Annual Report on Form 10-K, are functioning effectively to provide reasonable assurance that the information required to be disclosed by the Company in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the time periods specified in the SEC’sSecurities and Exchange Commission’s rules and forms and that such information is accumulated and communicated to the Company’s management, including the Company’s Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. A controls system, no matter how well designed and operated, cannot provide absolute assurance that the objectives of the controls system are met, and no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, within a company have been detected.

The entire comment letter is linked here for reference. (Another variation of this similar Staff comment is as follows: “[P]lease revise future filings to either include the entire definition of disclosure controls and procedures from Rule 13a-15(e) or 15d-15(e) or none of the definition.” SCANA CORP, SEC Staff Comment, 10-K, August 07, 2014)

I note the comment regarding the disclosure controls and procedures referenced above was a “futures comment,” which means the Staff would not have required the company to amend the 10-K solely to address the disclosure controls and procedures language. The “futures comment” is extrapolated from the last sentence of the comment, which states, “Please represent to us and revise future filings to state management’s conclusion in regard to your disclosure controls and procedures as fully defined in Exchange Act rules 13a-15(e) and 15d-15(e).” (emphasis added.) If you read the entire comment letter, you will note that it also included a request for the company to amend its 10-K because of deficiencies in its Sarbanes-Oxley Act Section 302 certifications.

Based on a quick EDGAR search on this issue, it appears quite a number of companies may want to check their DC&P disclosure prior to its next periodic report for this issue.