PCAOB member Jay Hanson talked about advances in
technology and the aftermath of the financial crisis in
remarks at a May 23, 2011 Compliance Week conference. He
said that changes in technology and business models have
made it very difficult to understand today’s
transactions and products. Valuing those products is
hard for both issuers and auditors. Hanson said that
accounting and auditing often lag behind business
innovations.
Hanson advised that the Board’s
inspections of accounting firms have revealed
information that should be of concern to compliance
officers, companies and investors. The inspections
identify trouble spots such as the fair value of a
complex financial instrument. Given the challenges these
instruments pose to management and auditors, Hanson said
it is even more difficult for investors to understand,
so they rely heavily on management to get the accounting
right and on auditors for the assurance that management
got it right.
Investors are angry about the
financial losses they suffered in the recent crisis.
Based on a recent meeting with the PCAOB’s Investor
Advisory Group, Hanson said the consistent theme is that
investors do not believe they are getting adequate
information on which to base their investment decisions.
Investors want more disclosure from auditors and from
managers. The Board is preparing a concept release to
seek comments on potential changes to the auditor’s
reporting model in an attempt to increase its
transparency and relevance, according to Hanson.
In addition to improvements to the
auditor’s report, Hanson said some have called for
companies to provide more or different information. The
debate about possible changes could have broad
repercussions on the financial reporting process that go
beyond the audit requirements, so Hanson urged
interested parties to get involved.
Hanson reviewed the Board’s
inspection reports which summarize any deficiencies that
are found in the review of issuer audits. He recommended
that people review these reports, along with the Rule
4010 reports which the Board issues periodically to
address specific audit issues. These reports provide
valuable information about the issues with which
auditors may be struggling, he explained, and how an
issuer’s audit may be affected by certain difficult
areas.
Hanson said the Board has found a
very direct correlation between the quality of a
company’s processes, controls, documentation and people,
on the one hand, and the quality of the audit on the
other.
As auditors try to apply fair value
measurements to complex financial instruments, Hanson
said they have to do more than what management is
required to do in keeping the books and records. For
example, if a company uses a pricing service to value an
asset, auditors must test the pricing service or do
their own test so that they understand the numbers. That
is one of the high-risk areas on which the inspection
teams have focused, he advised.
If the inspection staff concludes
that an auditor has not done sufficient testing, the
auditors may be required to do some additional work.
Hanson pointed out the problems this could create for a
company after its filings have been made. The better job
that management does in determining and providing
evidentiary support for its valuations, the better job
the auditor can do, he said.
Hanson also reviewed the nonpublic
criticisms of firms’ quality controls. If the
deficiencies are corrected or remediated, the criticisms
remain nonpublic. Hanson said the problem is that some
auditors are not doing a very good job of remediating
the quality control problems identified by the
inspection team, so the Board is considering ways to
make clear to auditors what is expected of them.
The fact that the Board does not
name the company whose audit was reviewed should not
prevent a company or its audit committee from asking
whether an audit was subject to a PCAOB inspection,
according to Hanson, or how the auditor fared in its
latest inspection by the Board. If an inspection
revealed accounting problems, Hanson said a company
should be particularly concerned since it may trigger a
review by the SEC and possibly even a restatement.
Hanson believes that more
transparency may have prevented some of the problems
that arose during the financial crisis. The Board is
working on a number of projects that will improve
transparency, including the consideration of requiring
auditors to disclose the location of other firms that
participate in an audit. Hanson said it is a critical
piece of information, given that some audit reports may
be based in large part on the work of affiliated firms
that are separate legal entities based in other
countries.
The Board is particularly concerned
about the number of countries that prohibit inspections
of accounting firms located in their jurisdictions.
Until the Board can reach agreements with the regulators
in those countries, Hanson said more transparency is
needed to provide issuers and investors with better
information about the degree of PCAOB oversight of the
firms.
The Board is also seeking more
transparency in connection with its enforcement actions
and has asked Congress to change the nonpublic nature of
its disciplinary proceedings. Hanson said it is a long
road, and controversial, but the Board believes that
investors deserve to know about its proceedings against
an auditor long before the current rules allow that
disclosure.
Hanson concluded with a couple of
his personal goals as a Board member. Rather than
focusing only on what auditors are doing wrong during
inspections, Hanson said he would like to highlight
characteristics of what successful auditors are doing
right so that others can learn by example. He also hopes
to engage the auditing profession in discussions about
ways to ensure that the needs of investors guide
auditors’ actions, including those of more junior
auditors who may not have the benefit of interactions
with investors.