The SEC and Rating Agencies

The SEC examined all 10 firms registered Nationally Recognized Statistical Rating Organization (.pdf 23 pages) and found all 10 had "apparent failures". The SEC has requested remediation plans from each of the agencies within 30 days and is continuing its investigation.

The issues found included "apparent failures in some instances to follow ratings methodologies and procedures, to make timely and accurate disclosures, to establish effective internal control structures for the rating process and to adequately manage conflicts of interest."

Personally, I think the rating agencies have not gotten enough of the blame for their roles in the events leading up to the 2008 financial crisis. Without the golden top rating they issued to the toxic mortgage-backed securities,  I think the popping of the housing bubble would not have been so vicious.

In 2006, the Credit Rating Agency Reform Act granted the authority to establish a registration and oversight program for credit rating agencies to the SEC and gave them oversight over those credit rating agencies that register with the Commission as Nationally Recognized Statistical Rating Organizations ("NRSROs"). However, it expressly prohibits the SEC from regulating the substance of credit ratings or the procedures and methodologies by which an NRSRO determines credit ratings.

The Dodd-Frank Wall Street Reform and Consumer Protection Act enhanced the regulation and oversight by imposing new reporting, disclosure, and examination requirements. The new law also requires the SEC to conduct an examination of each NRSRO at least annually.  The 2011 Summary Report of t Commission's Staff Examinations of Each Nationally Recognized Statistical Rating Organization (.pdf 23 pages) is the first to look at the ten under the new framework.

1. A.M. Best Company, Inc.
2. DBRS Inc.
3. Egan-Jones Rating Company
4. Fitch, Inc.
5. Japan Credit Rating Agency, Ltd.
6. Kroll Bond Rating Agency
7. Moody's Investors Service, Inc.
8. Morningstar Credit Ratings, LLC
9. Rating and Investment Information, Inc.
10. Standard & Poor's Ratings Services

The SEC did not determine that any finding discussed in this Report constitutes a "material regulatory deficiency". That would have meant a referral to the Division of Enforcement and gotten more lawyers involved. The SEC does not single out by name any credit-rating agency for questionable actions in the report, but it does describe specific problems it found.

It will be interesting to see what happens next year. As most compliance people know, the failure to fix a problem pointed out by the SEC is likely to lead to trouble the next time they show up.

Sources:

• SEC Staff Issues Summary Report of Commission Staff's Examinations of Each Nationally Recognized Statistical Rating Organization
• 2011 Summary Report of t Commission's Staff Examinations of Each Nationally Recognized Statistical Rating Organization (.pdf 23 pages)
• SEC finds failures at credit raters - Reuters

Nationally Recognized Statistical Rating Organization (.pdf 23 pages)

For additional commentary on developments in compliance and ethics, visit Compliance Building, a blog hosted by Doug Cornelius.

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